Member control agreement

A written agreement among members (including a sole member) or persons who have signed subscription or contribution agreements may address control of the cooperative's business, liquidation, dissolution, termination, or their relations § 308B.627, subd. 1 ^P1. Where the chapter says a result may or must be obtained through articles or bylaws, a valid member control agreement or a procedure it establishes may accomplish the same result, subject to subdivision 2.

Validity under subdivision 2 requires signatures from all current members, whether or not they have voting power, and all persons who have signed contribution agreements, whether or not they will have voting power as members—not merely the selected parties to the agreement. The agreement cannot vary patron member voting control under § 308B.545 or the patron allocation and distribution provisions of § 308B.721 and § 308B.725 § 308B.627, subd. 2 ^P1. Subdivision 3 preserves other otherwise-valid agreements. See Write the bylaws.