308B.mnGet started

Member voting rules in Chapter 308B

A lookup table of who votes, how many votes they have, quorum, the vote needed to act, proxies, notice and written action for members of a 308B cooperative, each tied to the statute section.

Verified against sources: October 15, 2026Last edited: October 16, 2026

This page gathers the member-level voting rules in one place. Rows state what the statute says. Many of these rules are defaults that the articles, bylaws or a member control agreement can change within limits; the "Can be changed?" column says where the text says so. Where the text does not say, we say that rather than guess.

Who votes and how many votes#

Rule What the statute says Can be changed? Source
Patron member votes A patron member has one vote on a patron-interest issue Additional votes by patronage are allowed if the articles or bylaws authorize them § 308B.545, subd. 1, P1
Collective patron vote On any matter, the patron voting power is cast collectively by a majority of the patron members voting, and the collective patron vote is a majority of the vote cast unless the bylaws provide otherwise The bylaws may not reduce the collective patron vote below 15% of the total vote § 308B.545, subd. 1, P1
Nonpatron members A nonpatron member has the voting rights the bylaws grant Set by bylaws § 308B.545, subd. 1, P1
Bylaws statement on voting Bylaws must state that patron membership interests with voting power are limited to one vote per member regardless of the amount held, or describe the allocation of voting power as the chapter prescribes Yes, within the chapter § 308B.241, subd. 2, P1
Additional patron votes A cooperative may authorize extra votes for a stipulated amount of business, a stipulated number of patron members in a member cooperative, a stipulated amount of equity held in a central organization, or a combination Only if the articles or bylaws authorize § 308B.551, P1
Voting by entities An interest owned by another business entity may be voted by its chair, chief executive officer or another legal representative Not stated § 308B.561, subd. 1, P1
Jointly held interests Any one joint owner may vote the interest unless the cooperative receives written notice from one of them denying that person's authority Not stated § 308B.555, subd. 4, P1
Record date The board may fix a date up to 60 days before the meeting (or a shorter period in the articles or bylaws) to determine who gets notice and may vote Shorter period by articles or bylaws § 308B.555, subd. 1, P1
When the right to vote starts At a meeting, when the member arrives, unless the articles or bylaws set an earlier closing time Yes § 308B.545, subd. 2, P1

Methods of voting#

Method What the statute says Source
In person Allowed § 308B.545, subd. 3, P1
By mail or alternative ballot Allowed if authorized by the board § 308B.545, subd. 3, P1
By proxy Not allowed except as subdivision 4 provides. Patron members may be represented by proxy of other patron members. Nonpatron members may vote by proxy if the bylaws authorize it § 308B.545, subd. 4, P1
Proxy duration Valid for 11 months unless the appointment states a longer period § 308B.565, subd. 2, P1
Proxy holder A patron member may grant a proxy only to another patron member § 308B.565, subd. 1, P1
Remote meeting or remote participation A solely remote meeting may be authorized by articles, bylaws or a member control agreement. Remote participation in a meeting held at a place requires authorization in articles or bylaws. Both require board determination and the identification, concurrent-participation and voting safeguards in the section § 308B.531, P1

Meetings, quorum and the vote needed#

Rule What the statute says Can be changed? Source
Regular meeting Held annually at a time the board determines, unless the bylaws provide otherwise Yes § 308B.511, subd. 1, P1
Notice of regular meeting Published or otherwise given by an approved method agreed to by the members at least two weeks before the meeting, or mailed at least 15 days before The section supplies these alternatives § 308B.511, subd. 5, P1
Special meeting called by A majority vote of the board, or a written petition of at least 20% of the patron members (and, if authorized, 20% of the nonpatron members, 20% of all members, or members holding 20% of the interests) Not stated § 308B.515, subd. 1, P1
Special meeting timing Notice is issued within ten days after the petition is presented, and the meeting is held within 30 days after Not stated § 308B.515, subd. 2, P1
Quorum 10% of members if the cooperative has 500 or fewer members; 50 members if it has more than 500. Mail or alternative voters count only on the question submitted through that method Cannot be lowered. Articles or bylaws adopted by members may require a greater quorum. Only members may adopt or amend a bylaw fixing a greater member quorum or vote; amendment requires the greater existing or proposed quorum and vote § 308B.525, § 308B.535, subd. 3; § 308B.241, subd. 5, P1
Effect of no quorum Action taken at a meeting without a quorum is not valid No § 308B.525, subd. 3, P1
Vote needed to act The greater of (1) a majority of the voting power present and entitled to vote on the item, or (2) a majority of the voting power that would make up a quorum A larger proportion may be required by the chapter, the articles, the bylaws or a member control agreement § 308B.535, subd. 1, P1
Written action without a meeting Signed by all members, unless articles, bylaws or a member control agreement authorize fewer holding the voting power needed if all members were present. When fewer sign, immediately notify all members of the text and effective date Only as the section permits § 308B.541, P1

Special votes#

Subject Member vote needed Source
Amend articles Board resolution first; then, if a quorum is present, a majority of the votes cast unless the articles or bylaws require more. Directors alone may amend if the cooperative has no voting members § 308B.221, P1
Adopt or amend bylaws (by members) Notice that bylaws will be voted on; a quorum; a majority of the votes cast unless the articles or bylaws require more. The board may also adopt and amend bylaws, subject to limits § 308B.241, subd. 3 and 4, P1
Merger or consolidation A quorum registered, and approval by the patron members (or, if the articles or bylaws so provide, a majority of the votes cast in each class), or a higher threshold if the articles or bylaws require it § 308B.801, subd. 4, P1
Sale of all or substantially all assets Member approval is not required for a disposition in the usual and regular course of business or, on the conditions in subdivision 1 (including an accountant's opinion and prior notice to members), for a disposition outside the usual course under financial duress; subdivision 1 lists further exceptions. Otherwise, approval by a majority of the voting power of the interests entitled to vote at a regular or special members' meeting, with written notice to all members § 308B.571, P1
Dissolution The general § 308B.535 default applies: the greater of a majority of voting power present and entitled to vote or a majority of the voting power needed for a quorum, subject to a larger proportion required by the chapter, articles or bylaws § 308B.535, § 308B.903, 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)

votingmembersquorumproxiesmeetings

Edit (authorized collaborators only)History (authorized collaborators only)Corrections log & intake limitationNo public correction submission channel is currently available.