What is a member control agreement?
A member control agreement is a written agreement signed by all current members, and by those who have signed contribution agreements, that governs control and relations in the cooperative.
Section 308B.627 authorizes a written agreement among members, including a sole member, and those who have signed subscription or contribution agreements, relating to control of any phase of the business and affairs, liquidation, dissolution and termination, or the relations among them P1, § 308B.627, subd. 1. Wherever the chapter says a result may be obtained through the articles or bylaws, a valid member control agreement can accomplish the same result P1, § 308B.627, subd. 1.
To be valid it must be signed by all persons who are then members, whether or not they have voting power, and by all who have signed contribution agreements P1, § 308B.627, subd. 2. It cannot override patron member voting control under § 308B.545 or the patron allocation and distribution provisions of §§ 308B.721 and 308B.725 P1, § 308B.627, subd. 2.
See Write the bylaws.
Statute sections referenced
- § 308B.545 MEMBER VOTING RIGHTS.
- § 308B.627 MEMBER CONTROL AGREEMENTS.
- § 308B.721 ALLOCATIONS AND DISTRIBUTIONS TO MEMBERS.
- § 308B.725 ALLOCATIONS AND DISTRIBUTIONS TO PATRON MEMBERS.
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)