Hold the organizational meeting

Who this is for#

The organizers and first directors of a newly filed 308B cooperative.

The short answer#

After the articles are filed, hold an organizational meeting, or sign a written action, to do the cooperative's first business. The statute lists the topics. A meeting needs at least three days' notice, and notice may be waived ^{P1, § 308B.205, subd. 3}.

What the statute lists#

Section 308B.205, subd. 3 says the organizational meeting or written action may cover ^P1:

• amending the articles;
• electing directors;
• adopting bylaws;
• banking resolutions;
• space and supplies;
• the fiscal year;
• contracting to receive contributions;
• tax elections.

Steps#

1. Settle who the first directors are. If the articles do not name them, organizers may elect them or act as directors until directors are elected or a contribution is accepted, whichever occurs first § 308B.205. Organizers electing the first board must obtain the directors' acknowledgment § 308B.411, subdivision 1 ^P1.
2. Give notice or collect valid waivers. A majority of organizers or named directors calls the organizational meeting, giving at least three days' notice of its date, time and place. Notice may be waived as provided for directors § 308B.205, subdivision 3; § 308B.425 ^P1.
3. Or act in writing. Directors' written action defaults to unanimous signatures. Articles or bylaws may allow fewer only for action not requiring member approval, with the number of signers required if all directors attended a meeting. Immediately notify all directors of a less-than-unanimous action's text and effective date § 308B.441 ^P1.
4. Adopt bylaws. They are required, and must exist before distributions or before contributions to a class whose rights are in the bylaws are accepted ^{P1, § 308B.241, subds. 1, 3}. See Write the bylaws.
5. Elect officers. A chair, one or more vice-chairs, a records officer and a financial officer; the chair and first vice-chair must be directors and members ^{P1, § 308B.475}.
6. Pass the housekeeping resolutions. Bank accounts, office, fiscal year and tax elections are the items the statute names ^{P1, § 308B.205, subd. 3}. For which tax elections exist, see Understand cooperative tax basics; we do not list them.
7. Authorize contributions carefully. Contributions are accepted only when the board authorizes it; the board's acceptance must describe the contribution and state its value, and directors can be liable for overvaluation ^{P1, § 308B.701}. No membership interest may be issued until the subscription price has been paid in money or in property the board has valued ^{P1, § 308B.601, subd. 2}.
8. Write the minutes. Minutes, written actions and waivers must be kept permanently ^{P1, § 308B.245}.

In practice#

[OPINION] Prepare a one-page agenda from the list above and a stack of resolutions in advance. The statute says what the meeting may cover; it does not say which resolutions are mandatory, so a short checklist avoids forgetting one. See Document checklist for forming and running a 308B cooperative.

What this page does not decide#

• Who counts as a member at this stage. The statute defines a member as a person or entity reflected on the books as the owner of governance rights ^{P1, § 308B.005, subd. 15}. Admission rules come from your bylaws. See Define members and membership classes.
• Securities compliance. Before you accept money from members or investors, read Understand securities rules before raising money.

Common mistakes#

1. Doing neither a meeting nor a written action, so there is no record of the first decisions.
2. Electing officers who are not directors for the chair and first vice-chair seats.
3. Accepting a deposit before the board formally accepts the contribution and states its value.
4. Not signing waivers when notice was short.
5. Not keeping the minutes with the permanent records.