Run board and member meetings

Who this is for#

Directors, officers and members who need the notice, quorum and voting mechanics. Defaults below can be changed by articles or bylaws where the statute says so; always check yours.

The short answer#

The board governs and individual directors cannot act alone § 308B.401. For action at a meeting, apply § 308B.435: the greater of a majority of directors present when action is taken or a majority of the minimum quorum number, subject to higher statutory or governing-document requirements. Do not count only directors voting and disregard abstentions. Members meet annually under § 308B.511 ^P1.

Board meetings#

Topic	What the statute says
Size	At least five directors, or at least three if the cooperative has 50 or fewer members, in the articles or bylaws ^{P1, § 308B.405}
Notice	At least 10 days, or 3 days for organizational meetings, unless the articles or bylaws differ; no notice needed for a previously scheduled meeting; waiver by attendance; electronic participation allowed ^{P1, § 308B.425}
Quorum	A majority of directors, or as set in the articles or bylaws ^{P1, § 308B.431}
Act of the board	The greater of a majority of directors present or a majority of the minimum quorum ^{P1, § 308B.435}
Action without a meeting	All directors sign unless articles or bylaws authorize fewer for action not requiring member approval; then the signers must equal the vote required if all directors were present. Immediately notify all directors of a less-than-unanimous action's text and effective date § 308B.441 ^P1
Committees	Allowed ^{P1, § 308B.451}; the board must establish an audit committee ^{P1, § 308B.445}

Officers. A chair, one or more vice-chairs, a records officer and a financial officer (the last two may be combined); the chair and first vice-chair must be directors and members; other officers need not be. Officers other than the chief executive officer cannot bind the cooperative unless the board authorizes it. A chief executive officer is optional and cannot exercise powers reserved by law or the governing documents to the board or members ^{P1, § 308B.475, subds. 1, 5}.

Conduct. The standard is good faith, the cooperative's best interests and ordinary prudence ^{P1, § 308B.455}. Director conflicts of interest are covered in § 308B.461 ^P1. The articles or bylaws may limit director liability, except for loyalty breaches, bad faith, illegal distributions and similar ^{P1, § 308B.465}. We have not detailed indemnification (§ 308B.471).

Audits. An audit committee is required. Unaudited statements are an option only if the bylaws allow them and they clearly disclose both their unaudited status and the difference from audited statements prepared in accordance with generally accepted accounting procedures. The section separately requires independent review; do not assume the unaudited option waives that requirement § 308B.445 ^P1.

Members' meetings#

Topic	What the statute says
Annual meeting	Officers report on the prior fiscal year ^{P1, § 308B.511}
Notice	Published or given by an approved method agreed to by members at least two weeks before, or mailed at least 15 days before; include the required summary of board-adopted bylaw amendments § 308B.511 ^P1
Special meeting	A majority of the board may call one. The default petition threshold is 20 percent of patron members; articles or bylaws may authorize the other petition bases specified in the section. Notice within 10 days and meeting within 30 days after receipt of a qualifying petition § 308B.515 ^P1
Certificate of mailing	§ 308B.521 covers it ^P1; we have not detailed it
Quorum	Statutory minimum: 10 percent of members if 500 or fewer, otherwise 50 members. Mail and alternative voters count only on the question submitted by that method. Articles or bylaws adopted by members may require a greater quorum; the board cannot adopt or amend a bylaw fixing a greater member quorum § 308B.525 § 308B.535 § 308B.241 ^P1
Member action	The greater of a majority of the voting power present or a majority of the quorum voting power; articles or bylaws may require more ^{P1, § 308B.535}
Written action	Unanimous unless the articles, bylaws or member control agreement allow less ^{P1, § 308B.541}
Remote meetings	Fully remote meetings require authorization in articles, bylaws or a member control agreement; hybrid participation requires articles or bylaws authorization. The board determines the method, with identity verification and concurrent participation/voting safeguards. Electronic meeting notice requires consent § 308B.531 ^P1
Record date	Up to 60 days before the meeting ^{P1, § 308B.555}
Proxies	A patron member may grant a proxy only to another patron member; an appointment is valid for 11 months unless a longer period is expressly provided in it ^{P1, § 308B.565, subds. 1-2}

Electing directors. 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 separate requirements. If allocation units or equity-based voting are used, patron-elected directors must retain at least half the board's general voting power. See the election, term and district rules in § 308B.411 ^P1.

Voting. Each patron member has one vote unless additional patronage-based votes are authorized; patron members vote collectively and the bylaws cannot reduce the collective patron vote below 15 percent of the total ^{P1, § 308B.545}. See Member voting rules in Chapter 308B.

Records#

Keep minutes, written actions and waivers permanently. Keep at the principal office the articles, bylaws, member list, three years of member-meeting minutes and communications, the directors and officers list, the most recent § 308B.121 registration and the last fiscal year's financial statements ^{P1, § 308B.245}.

In practice#

[OPINION] Put your meeting calendar on one page: annual meeting date, notice deadline (the longer of the statute's and your bylaws' requirement), record date and filing of the year's SOS renewal. See Keep your cooperative in good standing each year and Filing calendar for a 308B cooperative.

Common mistakes#

Acting at a members' meeting without a quorum, which the statute says is invalid ^{P1, § 308B.525}.
Giving a patron member's proxy to someone who is not a patron member ^{P1, § 308B.565, subd. 1}.
Skipping the summary of board-adopted bylaw amendments in the annual meeting notice.
Letting the audit committee requirement lapse.
Having a director or officer sign contracts the board has not authorized.

Statute sections referenced

§ 308B.121 ANNUAL RENEWAL.
§ 308B.241 BYLAWS.
§ 308B.245 COOPERATIVE RECORDS.
§ 308B.401 BOARD GOVERNS COOPERATIVE.
§ 308B.405 NUMBER OF DIRECTORS.
§ 308B.411 ELECTION OF DIRECTORS.
§ 308B.425 BOARD OF DIRECTORS' MEETINGS.
§ 308B.431 QUORUM.
§ 308B.435 ACT OF BOARD OF DIRECTORS.
§ 308B.441 ACTION WITHOUT A MEETING.
§ 308B.445 AUDIT COMMITTEE.
§ 308B.461 DIRECTOR CONFLICTS OF INTEREST.
§ 308B.471 INDEMNIFICATION.
§ 308B.475 OFFICERS.
§ 308B.511 REGULAR MEMBERS' MEETINGS.
§ 308B.515 SPECIAL MEMBERS' MEETINGS.
§ 308B.521 CERTIFICATION OF MEETING NOTICE.
§ 308B.525 QUORUM.
§ 308B.531 REMOTE COMMUNICATIONS FOR MEMBER MEETINGS.
§ 308B.535 ACT OF MEMBERS.
§ 308B.541 ACTION WITHOUT A MEETING.
§ 308B.545 MEMBER VOTING RIGHTS.
§ 308B.555 VOTING RIGHTS.
§ 308B.565 PROXIES.

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)