Guides
Step-by-step: how to form, capitalize, govern and wind up a Minnesota 308B cooperative.
- Form a Minnesota cooperative under Chapter 308B
A 13-step path from idea to open for business, with the statute section, the agency, the fee and the usual mistake at each step.
- Choose a cooperative type and chapter
How to decide between chapters 308B, 308A and 308C, and how to describe a worker, consumer or producer cooperative inside 308B.
- Write the articles of organization
What a 308B cooperative's articles must contain, what the SOS form asks for, and what to leave to the bylaws.
- Write the bylaws
What § 308B.241 requires in a cooperative's bylaws, when they must be adopted, and who can amend them.
- Hold the organizational meeting
The first board action after filing: what § 308B.205 says to cover, notice rules, and what to put in the minutes.
- Define members and membership classes
How 308B treats patron and nonpatron members, what the bylaws must say about admission and expulsion, and how classes and series are created.
- Raise member equity and capital
How a 308B cooperative accepts contributions, issues membership interests and balances patron and investor economics under the statute.
- Allocate patronage and make distributions
How § 308B.725 directs net income to patron members on the basis of patronage, in what forms, and what IRS sources say members report.
- Run board and member meetings
The notice, quorum and voting rules for 308B board meetings and members' meetings, and the records to keep.
- Keep your cooperative in good standing each year
The annual SOS renewal due December 31, what happens if you miss it, the year's required meeting and records, and the federal items we could verify.
- Understand securities rules before raising money
What Minnesota's cooperative securities exemption and the MNvest exemption say, and what a 308B cooperative should settle with counsel before accepting investment.
- Understand cooperative tax basics
A limited orientation to the federal and Minnesota identifiers and filings we verified for a cooperative, with the tax questions that need an adviser.
- Amend the articles and bylaws
How a 308B cooperative amends its articles (board resolution, member vote, SOS filing) and its bylaws (board or members, with notice to members).
- Merge, convert or dissolve a cooperative
The statutory paths for merging with another entity, converting a chapter 308A cooperative to chapter 308B, and winding up and dissolving a 308B cooperative.
- Organize a worker cooperative under chapter 308B
Chapter 308B has no separate worker-cooperative type; you build one by defining patronage as labor and the workers as patron members in your articles and bylaws.
- Organize a consumer cooperative under chapter 308B
Chapter 308B has no separate consumer-cooperative type; you build one by defining patronage as purchases and the customers as patron members in your bylaws.
- Organize a producer or marketing cooperative under chapter 308B
Chapter 308B expressly allows cooperatives that market or process members' products, including agricultural products, with producers as patron members.