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Director and officer rules in Chapter 308B

A lookup table of board size, election, vacancies, removal, meetings, quorum, voting, committees, officers, conflicts of interest and liability rules for 308B cooperatives, each tied to the statute section.

Verified against sources: October 15, 2026Last edited: October 15, 2026

Rows state what the statute says. A rule marked "unless the articles or bylaws provide otherwise" is a default. Chapter 308B uses its own officer titles: chair, vice-chair, records officer and financial officer § 308B.475, not the president and secretary titles of older chapters.

Board: size, election and tenure#

Rule What the statute says Source
Who governs The board takes all action for the cooperative except actions reserved or granted to members. An individual director has no authority to act for the cooperative unless the board authorizes it § 308B.401, P1
Board size At least five directors; three or more if the cooperative has 50 or fewer members, as prescribed in the articles or bylaws § 308B.405, P1
First board The organizers elect and obtain the acknowledgment of the first board, which serves until directors are elected by members and fills vacancies until then § 308B.411, subd. 1, P1
Who must be members A majority of directors must be members, and a majority must be elected exclusively by patron members, unless the articles or bylaws provide otherwise § 308B.411, subd. 2(b), P1
Patron-elected directors' voting power If voting authority is allocated by allocation unit or equity class, at least one-half of the voting power on general matters goes to the patron-elected directors, or those directors must have equal or not minority voting power § 308B.411, subd. 2(c), P1
When elected At the regular members' meeting, for the terms the bylaws prescribe, except directors elected at district meetings or at special meetings to fill a vacancy. No cumulative voting unless the chapter, articles or bylaws provide it § 308B.411, subd. 3, P1
Ballots A member may vote for directors only in person or by mail or alternative ballot authorized by the board § 308B.411, subd. 5, P1
Entity members A member that is not a natural person may appoint or elect natural persons eligible for election as director, unless the bylaws provide otherwise § 308B.411, subd. 6, P1
Compensation The board may set director compensation, subject to the articles and bylaws § 308B.411, subd. 2(f), P1
Resignation By written notice to the chair or the board; effective on notice unless a later time is stated § 308B.411, subd. 2(h), P1

Board: vacancies and removal#

Rule What the statute says Source
Filling a vacancy For a patron-member director's seat, the board, in consultation with the patron-elected directors, appoints a patron member until the next regular or special members' meeting. For other seats, unless the articles or bylaws provide otherwise, the board fills the seat by majority vote of the directors still serving, and members elect a director for the unexpired term at the next regular or special members' meeting § 308B.415, P1
Removal by directors A director the board appointed to fill a vacancy may be removed with or without cause if members have not elected directors since the appointment and a majority of the remaining directors present vote to remove § 308B.421, subd. 2, P1
Removal by members Any or all directors may be removed with or without cause by a majority of the voting power entitled to vote at a director election; but a director elected solely by the patron members may be removed only by a majority of the patron members' voting power, and a director elected by a class or series stated in the articles or bylaws only by a majority of that class or series § 308B.421, subd. 3, P1

Board: meetings and action#

Rule What the statute says Can be changed? Source
Notice of a board meeting A director may call a meeting on at least ten days' notice, or three days' notice for organizational meetings. No notice is needed for a meeting scheduled in the articles or bylaws or announced at a prior meeting Yes, by articles or bylaws § 308B.425, subds. 3 and 4, P1
Remote participation A conference by any means through which directors can hear each other simultaneously counts as a meeting if the same notice is given and the directors participating would be a quorum; participation counts as presence in person Not stated § 308B.425, subd. 2, P1
Waiver of notice A director may waive notice before, at or after the meeting, in writing, orally or by attendance; attendance is not a waiver if the director objects at the start that the meeting was not lawfully called and then does not participate Not stated § 308B.425, subd. 5, P1
Quorum A majority of the directors currently holding office Larger or smaller portion by articles or bylaws § 308B.431, P1
Vote needed The greater of a majority of directors present or a majority of the minimum number that would be a quorum A larger proportion may be set by the chapter, articles or bylaws § 308B.435, P1
General board action Section 308B.401 states a general majority-of-directors-voting rule; apply it together with § 308B.435's specific minimum, not as permission to ignore that minimum A higher threshold may apply § 308B.401, § 308B.435, P1
Written action without a meeting Signed by all directors unless articles or bylaws permit the number needed if all directors were present; that exception cannot be used for action requiring member approval. When fewer sign, immediately notify all directors of the text and effective date Only as the section permits § 308B.441, P1
Audit committee Required. Financial information must be audited unless bylaws permit unaudited statements that both clearly identify themselves as unaudited and explain how they differ from audited statements prepared under generally accepted accounting procedures. The independent-review requirement is separately stated The specified bylaw exception concerns audited statements, not an express waiver of independent review § 308B.445, P1
Other committees A board resolution approved by a majority may create committees with board authority only to the extent the resolution provides. Committee members must be natural persons and need not be directors; they are treated as directors for the conduct, conflict and indemnification sections Articles or bylaws may provide a different membership or manner of appointment § 308B.451, P1

Officers#

Rule What the statute says Source
Required officers The board elects a chair and one or more vice-chairs, and elects or appoints a records officer and a financial officer § 308B.475, subd. 1, P1
Combining offices The records officer and financial officer offices may be combined § 308B.475, subd. 3, P1
Who must be a director and member The chair and first vice-chair must be directors and members. The financial officer, records officer and any additional officers need not be directors or members § 308B.475, subd. 4, P1
Authority to bind Officers other than the chief executive officer cannot bind the cooperative except as the board authorizes § 308B.475, subd. 1(c), P1
Chief executive officer The board may employ one to manage day-to-day affairs; the CEO may not exercise authority the chapter, articles or bylaws reserve to the board or members § 308B.475, subd. 5, P1

Duties, conflicts and liability#

Rule What the statute says Source
Standard of conduct Good faith, in a manner the director reasonably believes is in the cooperative's best interests, with the care of an ordinarily prudent person in a like position. A director who does so is not liable for being a director § 308B.455, subd. 1, P1
Reliance A director may rely on information from officers or employees, counsel, accountants or a board committee, unless the director has knowledge that makes reliance unwarranted § 308B.455, subd. 2, P1
Whose interests A director's fiduciary duty is to the best interests of the cooperative and all members collectively, though a director may advocate for member groups § 308B.401, P1
Conflicts of interest The principal route requires a fair and reasonable transaction, disclosure to members, disclosure to the board or committee, and good-faith approval by a majority of disinterested directors or committee members. Interested directors do not count for that quorum or vote. A separate route concerns transactions available to all members or patrons in the usual course of business § 308B.461, P1
Limiting director liability The articles or bylaws may eliminate or limit a director's liability to the cooperative or members for monetary damages for breach of fiduciary duty, but not for breach of the duty of loyalty, bad-faith or intentional acts, knowing securities violations or illegal distributions, improper personal benefit, or acts before the limit took effect § 308B.465, P1
Indemnification Subject to subdivision 4, the cooperative must indemnify a person made or threatened to be made a party to a proceeding by reason of official capacity if, among other conditions, the person acted in good faith and received no improper personal benefit. Expense advances require a written affirmation of good-faith belief and a written undertaking to repay § 308B.471, subds. 2 and 3, P1
Prohibiting or limiting indemnification The articles or bylaws may prohibit indemnification or advances, or add conditions, if the limits apply equally to all persons or all persons in a class; a new limit cannot affect rights for acts before it took effect § 308B.471, subd. 4, P1

Statute sections referenced

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)

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