§ 308B.411 Election Of Directors

Statute text

Extracted from the Revisor of Statutes; first captured here October 15, 2026. Formatting and whitespace are normalized. Extraction can contain errors; the linked official text controls.

Subdivision 1. First board.

The organizers shall elect and obtain the acknowledgment of the first board to serve until directors are elected by members. Until election by members, the first board shall appoint directors to fill any vacancies.

Subdivision 2. Generally.

(a) Directors shall be elected for the term, at the time, and in the manner provided in this section and the bylaws.

(b) A majority of the directors shall be members and a majority of the directors shall be elected exclusively by the members holding patron membership interests unless otherwise provided in the articles or bylaws.

(c) The voting authority of the directors may be allocated according to allocation units or equity classifications of the cooperative provided that at least one-half of the voting power on general matters of the cooperative shall be allocated to the directors elected by members holding patron membership interests, or in the alternative, the directors elected by the members holding patron membership interests shall have an equal or shall not have a minority voting power on general matters of the cooperative.

(d) A director holds office for the term the director was elected and until a successor is elected and has qualified, or until the earlier death, resignation, removal, or disqualification of the director.

(e) The expiration of a director's term with or without election of a qualified successor does not make the prior or subsequent acts of the director or the board void or voidable.

(f) Subject to any limitation in the articles or bylaws, the board may set the compensation of directors.

(g) Directors may be divided into or designated and elected by class or other distinction as provided in the articles or bylaws.

(h) A director may resign by giving written notice to the chair of the board or the board. The resignation is effective without acceptance when the notice is given to the chair of the board or the board unless a later effective time is specified in the notice.

Subdivision 3. Election at regular meeting.

Directors shall be elected at the regular members' meeting for the terms of office prescribed in the bylaws. Except for directors elected at district meetings or special meetings to replace a vacancy, all directors shall be elected at the regular members' meeting. There shall be no cumulative voting for directors except as provided in this chapter and the articles or bylaws.

Subdivision 4. District or local unit election of directors.

For a cooperative with districts or other units, members may elect directors on a district or unit basis if provided in the bylaws. The directors may be nominated or elected at district meetings if provided in the bylaws. Directors who are nominated at district meetings shall be elected at the annual regular members' meeting by vote of the entire membership, unless the bylaws provide that directors who are nominated at district meetings are to be elected by vote of the members of the district, at the district meeting, or the annual regular members' meeting.

Subdivision 5. Vote by mail or alternative ballot.

The following shall apply to voting by mail or alternative ballot voting:

(1) a member may not vote for a director other than by being present at a meeting or by mail ballot or alternative ballot authorized by the board;

(2) the ballot shall be in a form prescribed by the board;

(3) the member shall mark the ballot for the candidate chosen and mail the ballot to the cooperative in a sealed plain envelope inside another envelope bearing the member's name, or shall vote designating the candidate chosen by alternative ballot in the manner prescribed by the board; and

(4) if the ballot of the member is received by the cooperative on or before the date of the regular members' meeting or as otherwise prescribed for alternative ballots, the ballot shall be accepted and counted as the vote of the absent member.

Subdivision 6. Business entity members may nominate persons for director.

If a member of a cooperative is not a natural person, and the bylaws do not provide otherwise, the member may appoint or elect one or more natural persons to be eligible for election as a director.

Subdivision 7. Term.

A director holds office for the term the director was elected and until a successor is elected and has qualified, or the earlier death, resignation, removal, or disqualification of the director.

Subdivision 8. Acts not void or voidable.

The expiration of a director's term with or without the election of a qualified successor does not make prior or subsequent acts of the director void or voidable.

Subdivision 9. Compensation.

Subject to any limitation in the articles or bylaws, the board may fix the compensation of the directors.

Subdivision 10. Classification.

Directors may be divided into classes as provided in the articles or bylaws.

History: 2003 c 105 art 1 s 24

Notes & interpretation Not part of the law

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

In plain language#

The organizers elect and obtain the acknowledgment of the first board. Later elections follow this section and the bylaws, including district and vacancy-election exceptions. Subd. 2(b) sets two separate defaults, both subject to contrary articles or bylaws: a majority of directors are members, and a majority are elected exclusively by patron members. Subd. 2(c) separately protects patron-elected directors' general voting power; it does not carry the same articles-or-bylaws exception. ^{P1, § 308B.411}

Subdivision by subdivision#

Subd. 1 – First board. "The organizers shall elect and obtain the acknowledgment of the first board to serve until directors are elected by members." Until members elect directors, the first board appoints directors to fill vacancies. See § 308B.205 for organizers' functions.

Subd. 2 – Generally.

(a) Directors are elected for the term, at the time and in the manner provided in this section and the bylaws.
(b) Unless the articles or bylaws say otherwise, a majority of the directors must be members, and a majority must be elected exclusively by members holding patron membership interests.
(c) Directors' voting authority may be allocated by allocation units or equity classifications, but at least one-half of the voting power on general matters goes to directors elected by patron members; alternatively, patron-elected directors must have an equal share or at least not a minority of voting power.
(d) A director serves the elected term "and until a successor is elected and has qualified," or until earlier death, resignation, removal or disqualification.
(e) Expiration of a director's term, with or without a successor, does not void or make voidable the acts of the director or the board.
(f) Subject to the articles or bylaws, the board sets director compensation.
(g) Directors may be divided into, or designated and elected by, class or other distinction as the articles or bylaws provide.
(h) A director resigns by written notice to the chair or the board, effective on delivery without acceptance unless the notice states a later time.

Subd. 3 – Election at regular meeting. Directors are elected at the regular members' meeting for the terms the bylaws prescribe, except directors elected at district meetings or special meetings to replace a vacancy. "There shall be no cumulative voting for directors except as provided in this chapter and the articles or bylaws."

Subd. 4 – Districts or local units. If the bylaws provide, members may elect directors by district or unit, and nominate or elect them at district meetings. Directors nominated at district meetings are elected at the annual regular meeting by the entire membership unless the bylaws provide that the district's members elect them at the district meeting or at the annual meeting.

Subd. 5 – Mail or alternative ballot.

A member may vote for directors only by being present, or by a mail or alternative ballot the board authorizes.
The board prescribes the ballot form.
For mail ballots, the member marks the ballot and returns it in a sealed plain envelope inside another envelope bearing the member's name; for alternative ballots, the member votes in the manner the board prescribes.
A ballot received by the cooperative on or before the regular meeting date (or as the board prescribes for alternative ballots) is counted as the vote of the absent member.

Subd. 6 – Business-entity members. If a member is not a natural person, and the bylaws do not provide otherwise, it may appoint or elect one or more natural persons to be eligible for election as director. See also § 308B.561.

Subds. 7–10 – Term, acts not void, compensation, classification. These restate subd. 2(d), (e), (f) and (g) in nearly the same words (term and holdover; acts not void; board sets compensation; classes of directors).

How it works in practice#

Articles or bylaws may change either majority default in subd. 2(b), but that permission does not waive subd. 2(c)'s protection of patron-elected directors' general voting power. Board-seat composition, director voting power and member voting power under § 308B.545 are different rules.
This section does not set a minimum or maximum number of directors. The bylaws must state the number of directors and their qualifications (§ 308B.241, subd. 2(b)).
The holdover rule (subd. 2(d)) means a board does not lapse if an election is missed, and subd. 2(e) protects acts taken by a holdover director. Neither says the election itself can be skipped; notice and meeting requirements are in § 308B.511.
Mail or alternative ballots must be authorized by the board (subd. 5). The definition of "alternative ballot" is in § 308B.005, subd. 3. Subd. 5 covers director voting; ballots on other matters are addressed in § 308B.241, § 308B.221 and § 308B.525.
Vacancies: § 308B.415. Removal: § 308B.421.

Filling vacancies: § 308B.415 · Removal: § 308B.421
Board authority: § 308B.401
Guides and references: Run board and member meetings, Director and officer rules in Chapter 308B

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)

board-of-directors elections governance voting

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