How many directors does a Minnesota 308B cooperative need?
At least five directors; a cooperative with 50 or fewer members may prescribe three or more in its articles or bylaws.
The board must have at least five directors, except that a cooperative with 50 or fewer members may have three or more, as prescribed in the articles or bylaws P1, § 308B.405.
Chapter 308B also requires a chair, one or more vice-chairs, a records officer and a financial officer P1, § 308B.475. Unless the articles or bylaws provide otherwise, a majority of directors must be members, and a majority must be elected exclusively by patron members: these are distinct requirements, not necessarily the same directors. Patron-member directors must also hold at least half the board's voting power, or the specified alternative must prevent them from being a minority on issues P1, § 308B.411, subd. 2(b)-(c).
The statute does not say whether the 50-member threshold is tested at election time or continuously. See Director and officer rules in Chapter 308B and Run board and member meetings.
Statute sections referenced
- § 308B.405 NUMBER OF DIRECTORS.
- § 308B.411 ELECTION OF DIRECTORS.
- § 308B.475 OFFICERS.
Related
Sources
- P1 Minnesota Statutes, Chapter 308B (Cooperative Associations), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)