Chapter 308B, section by section

Statutory text extracted from the Office of the Revisor of Statutes, with plain-language commentary beside each section. Whitespace and presentation are normalized; consult the linked official text before relying on an extract. A dot marks sections that have an unreviewed annotation.

We also host extracts from Chapter 308A (the older Cooperative Law), Chapter 308C (Cooperative Housing Act) and § 80A.461 (the Minnesota crowdfunding offering exemption) so that comparisons can link to the captured text. Those are not annotated. See capture changes for recorded differences, which are not necessarily legislative amendments.

Chapter 308A: Chapter 308a. Cooperative Law

Checked against the Revisor: 2026-10-16Official chapter page

General Provisions

Organization

Powers

Board Of Directors

Officers

§ 308A.401 Officers

Stock

Members

Earnings, Reserve, And Distribution

Merger And Consolidation

§ 308A.801 Merger And Consolidation

Liquidation

Chapter 308B: Chapter 308b. Cooperative Associations Act

Checked against the Revisor: 2026-10-16Official chapter page

§ 308B.001 Citation ●
Chapter 308B can be cited by its short name, the Minnesota Cooperative Associations Act.

Definitions

§ 308B.005 Definitions ●
The definitions section of chapter 308B. It fixes what terms such as cooperative, member, membership interest, patron, patronage, articles and filed with the secretary of state mean everywhere else in the chapter.
§ 308B.007 Legal Recognition Of Electronic Records And Signatures ●
Under chapter 308B, a record, signature or contract cannot be denied legal effect just because it is electronic, and an electronic record or signature satisfies any writing or signature requirement.

General Provisions

§ 308B.101 Reservation Of Right ●
The state reserves the right to amend or repeal chapter 308B by law, and every cooperative organized or governed by the chapter is subject to that reserved right.
§ 308B.111 Filing Fees ●
Unless the statute provides otherwise, the filing fee for a document filed with the secretary of state under chapter 308B is $35.
§ 308B.115 Registered Office And Agent ●
Every 308B cooperative must have a registered office; a registered agent is optional, and office and agent changes follow section 5.36.
§ 308B.121 Annual Renewal ●
Every 308B cooperative must renew annually after its incorporation year or face involuntary dissolution; the statute's base reinstatement fee is not the current total charged.
§ 308B.152 Foreign Cooperatives; Sections Applicable ●
Chapter 308B mostly does not govern foreign cooperatives; a foreign cooperative must comply with chapter 303 to transact business in Minnesota.

Organization

§ 308B.201 Organizational Purpose ●
A 308B cooperative may be organized on a cooperative plan for any lawful purpose, including marketing or processing members' products and providing products, supplies and services to members.
§ 308B.205 Organizers ●
One or more adult individuals can organize a 308B cooperative; they need not be members, and after the articles are filed they must hold an organizational meeting or take written action to finish setting up.
§ 308B.211 Cooperative Name ●
A cooperative's name must be distinguishable on the secretary of state's records from existing business entity names and reserved names, and the name is reserved for the cooperative while it exists.
§ 308B.215 Articles Of Organization ●
The articles of organization must state the cooperative's name, purpose, organizers, any limited duration, registered agent if any, and registered office; filing them with the secretary of state creates the cooperative.
§ 308B.221 Amendment Of Articles ●
Articles are amended by a board resolution followed by a member vote at a meeting with a quorum, then signed and filed with the secretary of state; if no members have voting rights, a majority of directors can amend.
§ 308B.225 Amendment Of Organizational Documents To Be Governed By This Chapter ●
A chapter 308A cooperative can become a 308B cooperative by giving members a disclosure statement, amending its articles, and filing the articles plus a certificate with the secretary of state, without a transfer of its property or liabilities.
§ 308B.231 Curative Filing ●
If the secretary of state decides a cooperative's filing was made in error, it may revoke and expunge the filing and allow a curative filing; the statute text sets a $500 fee for that process.
§ 308B.235 Existence ●
A 308B cooperative exists from the moment its articles are filed with the secretary of state, and lasts forever unless the articles set a limited duration.
§ 308B.241 Bylaws ●
Every 308B cooperative must have bylaws covering required capital, voting and transfer terms; the section also says who may adopt and amend bylaws, and sets special rules for changing quorum and voting requirements and for emergency bylaws.
§ 308B.245 Cooperative Records ●
A 308B cooperative must keep permanent meeting and action records, maintain appropriate accounting records, and keep specified governing, membership and recent financial records at its principal office.

Powers

§ 308B.301 Powers ●
A 308B cooperative has broad general powers plus listed powers to deal in products, hold property, borrow, advance funds to patrons, provide benefits and insurance, and own interests in other entities, but it may not exercise bank, credit union or savings association powers.
§ 308B.305 Emergency Powers ●
When a catastrophic event makes it hard to get a board quorum, the board may change succession and relocate offices, give flexible notice, treat officers as directors to reach a quorum, and good-faith emergency actions bind the cooperative.
§ 308B.311 Agricultural Product Marketing Contracts ●
A cooperative and a patron may sign a marketing contract requiring the patron to sell a specified portion of agricultural product exclusively to the cooperative, for up to ten years per term, with liquidated damages and injunction remedies built in.

Board Of Directors

§ 308B.401 Board Governs Cooperative ●
The board governs the cooperative, subject to member-reserved actions and the specific voting rule in 308B.435; individual directors need board authority to act, and owe duties to the cooperative and all members collectively.
§ 308B.405 Number Of Directors ●
A 308B board needs at least five directors; a cooperative with 50 or fewer members may have three or more if prescribed in its articles or bylaws.
§ 308B.411 Election Of Directors ●
Organizers elect the first board; later elections follow member-meeting rules. Two separate defaults require a member majority and a patron-elected majority of directors, while patron-elected directors retain protected general voting power.
§ 308B.415 Filling Vacancies ●
A vacancy among patron-elected directors is filled by board appointment of a patron member (or a special patron members' meeting if none remain); other vacancies are filled by majority of the remaining directors, and members elect a replacement for the unexpired term at the next meeting.
§ 308B.421 Removal Of Directors ●
Members can remove any or all directors, with or without cause, by a majority of the voting power entitled to vote at a director election; the board can remove only a director it appointed to fill a vacancy before any member election. The articles or bylaws can modify these rules.
§ 308B.425 Board Of Directors' Meetings ●
Board meetings may be held anywhere or by electronic means; default notice is ten days (three for organizational meetings), no notice is needed for pre-scheduled meetings, and directors can waive notice or give advance written consent or opposition if the bylaws allow.
§ 308B.431 Quorum ●
A majority of the directors currently in office is a board quorum unless the articles or bylaws set a larger or smaller number; absent a quorum a majority of those present may adjourn, and a quorum once present survives walkouts.
§ 308B.435 Act Of Board Of Directors ●
The board acts by the greater of a majority of directors present or a majority of the minimum quorum, unless the chapter, articles or bylaws require a larger vote, in which case the larger requirement controls.
§ 308B.441 Action Without A Meeting ●
The board may act without a meeting by written action signed by all directors, or, if the articles or bylaws allow, by the number that would be needed at a meeting with all directors present, except for actions needing member approval.
§ 308B.445 Audit Committee ●
The board must establish an audit committee, and the cooperative must have its financial information audited for members unless the bylaws allow unaudited statements that are clearly labeled as such.
§ 308B.451 Committees ●
A majority of the board may create committees with delegated board authority; committee members are natural persons who need not be directors, board meeting rules apply to committees, and committee members are treated as directors for the conduct, conflict and indemnification sections.
§ 308B.455 Standard Of Conduct ●
Directors owe good faith, reasonable best-interest judgment and prudent care. Qualified reliance is allowed; presence creates presumed assent subject to the stated objection, dissent and conflict exceptions, and listed stakeholder interests may be considered.
§ 308B.461 Director Conflicts Of Interest ●
A contract between the cooperative and a director, or a business a director is tied to, is not void for that reason if it was fair and properly disclosed and approved, or offered to all members; relatives' interests count as the director's.
§ 308B.465 Limitation Of Director's Liability ●
Articles or bylaws may limit a director's monetary liability to the cooperative or members for fiduciary breach, but not for the listed loyalty, bad-faith, misconduct, securities, distribution, personal-benefit or pre-effective-date exceptions.

Indemnification

§ 308B.471 Indemnification ●
Subject to valid article or bylaw limits, a cooperative must indemnify qualifying official-capacity defendants who meet all statutory criteria and advance expenses on the stated conditions; separate procedures determine eligibility.

Officers

§ 308B.475 Officers ●
The board must fill chair, vice-chair, records and financial offices; chair and first vice-chair must be directors and members. Officers other than the CEO need board authority to bind the cooperative; CEO authority remains limited by subd. 5.

Members

§ 308B.501 Members ●
A cooperative needs at least one member, may group members into districts or units, may make a member who violates the governing documents surrender voting or financial rights, and must honor members' statutory right to inspect specified records on written demand.
§ 308B.505 Member Not Liable For Cooperative Debts ●
Members are not personally liable for the cooperative's debts merely because they are members, but remain liable for unpaid subscriptions, unpaid membership fees, and debts they separately contracted with the cooperative.
§ 308B.511 Regular Members' Meetings ●
A cooperative must hold a regular members' meeting every year, at which officers report on the prior fiscal year and directors are elected; notice must be published at least two weeks ahead or mailed at least 15 days ahead and must summarize any board-adopted bylaw amendments.
§ 308B.515 Special Members' Meetings ●
A special members' meeting may be called by a majority of the board or by a written petition of 20 percent of the patron members (and, if authorized, of other groupings); notice must go out within ten days of the petition and the meeting must be held within 30 days.
§ 308B.521 Certification Of Meeting Notice ●
After sending a members' meeting notice the cooperative must sign a certificate of mailing or delivery that becomes part of the meeting record, and a member's failure to receive notice does not invalidate member action.
§ 308B.525 Quorum ●
Statutory member-quorum minima are 10 percent for cooperatives with 500 or fewer members and 50 members for larger ones; member-adopted articles or bylaws may require more. Authorized mail or alternative votes count on the submitted question.
§ 308B.531 Remote Communications For Member Meetings ●
Lets a cooperative hold member meetings entirely online or let members join a physical meeting remotely, if the articles or bylaws allow it and the board decides; also covers electronic notice.
§ 308B.535 Act Of Members ●
Member action normally requires the greater of a majority of voting power present and entitled to vote or a majority of quorum voting power; class rights and larger applicable requirements remain. Members may adopt stricter quorum or voting rules with protected amendment thresholds.
§ 308B.541 Action Without A Meeting ●
Members may act without a meeting by written or authenticated electronic consent of all members, or, if authorized by the articles, bylaws or member control agreement, by members holding the voting power required at a meeting with all members present.
§ 308B.545 Member Voting Rights ●
Core member voting rules: patron members vote collectively as a bloc (never less than 15 percent of the total vote), nonpatron voting comes from the bylaws, and the section covers voting method, delegates, proxies and absentee ballots.
§ 308B.551 Patron Member Voting Based On Patronage ●
Allows the articles or bylaws to give patron members, or delegates elected by patrons, extra votes tied to business done with the cooperative, equity held, or membership of a member cooperative.
§ 308B.555 Voting Rights ●
Covers practical voting mechanics: a board-set record date up to 60 days before a member meeting, default voting power, voting by non-members, jointly owned interests, and splitting a vote.
§ 308B.561 Voting By Organizations And Legal Representatives ●
Says who may vote membership interests held by organizations, subsidiaries, fiduciaries, bankruptcy trustees and receivers, and confirms that lenders holding a security interest in a membership interest get no vote.
§ 308B.565 Proxies ●
Proxy rules for member voting: a patron member may only give a proxy to another patron member, appointments last 11 months by default, can be revoked at will, and may be made electronically.
§ 308B.571 Sale Of Property And Assets ●
Board may sell, lease or pledge cooperative assets without a member vote in listed cases; other sales of all or substantially all assets outside the ordinary course need a majority member vote after written notice.
§ 308B.575 Vote Of Ownership Interests Held By Cooperative ●
When a cooperative owns an interest in another business entity, its board may appoint a representative to attend that entity's meetings and cast the cooperative's vote.

Membership Interests

§ 308B.601 Membership Interests ●
Membership interests carry financial and governance rights. Patrons normally hold at least 60 percent of financial rights, reducible to 15 percent with statutory authorization. Nonpatron issuance needs articles authority; transfers need board approval.
§ 308B.605 Assignment Of Financial Rights ●
A member's financial rights (profit share, loss share, distributions) can usually be assigned separately from governance rights; an assignee gets money rights only, no vote, no notices, and no membership.
§ 308B.611 Nature Of A Membership Interest And Statement Of Interest Owned ●
A membership interest is personal property, not a claim on specific co-op assets; members can demand a written statement of their interest, and the section sets rules for classes, creditors, security interests and deceased members.
§ 308B.615 Certificated Membership Interests ●
Membership interests may be certificated or uncertificated; the section says who signs certificates, what must appear on them, and how a board resolution can switch to uncertificated interests.
§ 308B.621 Lost Certificates; Replacement ●
A replacement certificate can be issued for a lost, stolen or destroyed membership interest certificate under the UCC provision cited, and the replacement is not an overissue.
§ 308B.625 Restriction On Transfer Or Registration Of Membership Interests ●
Transfer restrictions may arise in governing documents, member resolutions or agreements. Earlier-issued interests need holder assent; enforcement without knowledge depends on the statutory, governing-document or certificate/information grounds.
§ 308B.627 Member Control Agreements ●
A written member control agreement signed by all members and all contribution signatories can govern control, distributions, director elections and more, except patron voting control and patron allocation rules.

Contributions, Allocations, And Distributions

§ 308B.701 Authorization, Form, And Acceptance Of Contributions ●
Contributions require board authorization, acceptance describing the contribution and its value, and records of both. Directors present and entitled to vote can face joint liability for intentionally or without reasonable investigation failing to oppose unfair consideration or overvaluation.
§ 308B.705 Restatement Of Value Of Previous Contributions ●
When the board accepts a new contribution, it must restate the recorded value of earlier contributions using the formula in the statute, unless the articles or bylaws provide a different method.
§ 308B.711 Contribution Agreements ●
A contribution agreement is enforceable against the contributor only if signed and in writing; it is irrevocable for six months by default, and the section sets default remedies for missed payments.
§ 308B.715 Contribution Rights Agreements ●
The board may enter written contribution rights agreements giving people the right to make contributions later; they must state their terms and generally cannot be assigned to non-members without unanimous member consent.
§ 308B.721 Allocations And Distributions To Members ●
Bylaws must set how profits, losses and distributions are split between patron interests (collectively) and other interests; patrons collectively must get at least 50 percent, or 15 percent if specially authorized.
§ 308B.725 Allocations And Distributions To Patron Members ●
Rules for paying out net income to patron members: reserves, a cap of five percent for promoting cooperatives, distribution on the basis of patronage, annual payment, and allowed forms such as cash or capital credits.
§ 308B.735 Distribution Of Unclaimed Property ●
A cooperative may distribute unclaimed property specified in its unclaimed-property report to a tax-exempt entity instead of paying or delivering that property to the state. The section does not waive reporting; the owner's right ends on disbursement with the required notice.

Merger And Consolidation

§ 308B.801 Merger And Consolidation ●
How a 308B cooperative merges or consolidates with another cooperative, a Minnesota LLC or a foreign entity: written plan, notice to every member, member approval, articles of merger filed with the Secretary of State.
§ 308B.805 Merger Of Subsidiary ●
A parent cooperative owning at least 90 percent of a subsidiary can merge it using a board resolution and articles of merger, without a member vote, except where the parent is not the survivor.
§ 308B.835 Abandonment ●
Describes how a merger plan can be abandoned after member approval: by the same vote, by a vote on abandonment, by the plan's own terms, or by board resolution; articles of abandonment are filed if articles of merger were already filed.

Dissolution

§ 308B.901 Methods Of Dissolution ●
A cooperative may be dissolved by its members or by court order; the sections that follow set out each route.
§ 308B.903 Notice Of Intent To Dissolve ●
Before dissolving, a cooperative must file a notice of intent to dissolve with the Secretary of State stating its name, the date and place of the members' meeting that approved dissolution, and that the required vote was obtained.
§ 308B.905 Winding Up ●
After the notice of intent to dissolve is filed, the board must collect what is owed, pay debts by priority, may sell assets without a member vote, and distributes what remains to members and former members.
§ 308B.911 Revocation Of Dissolution Proceedings ●
Dissolution proceedings can be revoked before articles of dissolution are filed, by a members' meeting vote of a majority of the members (or the number the articles or bylaws require) and a notice of revocation filed with the Secretary of State.
§ 308B.915 Statute Of Limitations ●
A creditor's or claimant's claim against a dissolving cooperative is barred unless proceedings to enforce it start within two years after the notice of intent to dissolve is filed with the Secretary of State.
§ 308B.921 Articles Of Dissolution ●
After debts are paid or provided for and the remaining property is distributed, the cooperative files articles of dissolution; it is dissolved on filing and the Secretary of State issues a certificate of dissolution.
§ 308B.925 Application For Court-supervised Voluntary Dissolution ●
After a notice of intent to dissolve is filed and before the certificate of dissolution issues, the cooperative, or a member or creditor for good cause, can ask a court to supervise the dissolution.
§ 308B.931 Court-ordered Remedies Or Dissolution ●
Sets when a court may grant equitable relief or dissolve a cooperative: supervised voluntary dissolution, member actions (deadlock, unfair prejudice, waste, expired term), and creditor actions; the court must consider lesser relief.
§ 308B.935 Procedure In Involuntary Or Court-supervised Voluntary Dissolution ●
What a court can do in an involuntary or court-supervised voluntary dissolution: injunctions, receivers, preserving and selling assets, running the business, paying claims by statutory priority, and distributing any remainder to members.
§ 308B.941 Receiver Qualifications And Powers ●
A court-appointed receiver of a cooperative must be qualified under section 576.26 and bonded under section 576.27, may sue and defend as receiver, and acts under the appointing court's exclusive jurisdiction.
§ 308B.945 Dissolution Action By Attorney General; Administrative Dissolution ●
The attorney general may sue to dissolve a cooperative for fraud in formation, a prohibited purpose, violations of chapter 308B, or abandonment of its franchise, after 30 days' notice and, where a fix is possible, 30 more days to cure.
§ 308B.951 Filing Claims In Court-supervised Dissolution Proceedings ●
In court-supervised dissolution the court may require creditors and claimants to file claims under section 576.49; the receiver or any interested party may object under section 576.50.
§ 308B.955 Discontinuance Of Court-supervised Dissolution Proceedings ●
A court-supervised or involuntary dissolution may be discontinued at any time if it is established that cause for dissolution does not exist; the court dismisses and the receiver returns assets and files a final report.
§ 308B.961 Court-supervised Dissolution Order ●
In an involuntary or supervised voluntary dissolution, the court enters an order dissolving the cooperative once costs, debts and liabilities are paid and remaining assets distributed (or all assets applied by priority); the cooperative is dissolved when the order is entered.
§ 308B.965 Filing Court's Dissolution Order ●
After a court dissolves a cooperative, the court administrator files a certified copy of the dissolution order with the Secretary of State, which may not charge a fee for filing it.
§ 308B.971 Barring Of Claims ●
Unfiled creditor claims are barred after dissolution, with limited exceptions: a one-year late-claim application for good cause (against undistributed assets, then against members to the extent of distributions) and claims for debts incurred during dissolution.
§ 308B.975 Right To Sue Or Defend After Dissolution ●
After dissolution, former officers, directors or members may assert or defend a claim by or against the cooperative in the cooperative's name.