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§ 308B.431 Quorum

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.

A majority, or a larger or smaller portion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a duly called or held meeting is convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than the proportion of number otherwise required for a quorum.

History: 2003 c 105 art 1 s 28

Notes & interpretation Not part of the law

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

In plain language#

The board quorum is "a majority, or a larger or smaller portion or number provided in the articles or bylaws, of the directors currently holding office." P1, § 308B.431 Three rules:

  1. Default quorum: a majority of directors currently holding office, so vacancies reduce the denominator.
  2. No quorum: a majority of the directors present may adjourn from time to time until there is one.
  3. Quorum persists: if a quorum is present when a duly called or held meeting convenes, the directors present may keep doing business until adjournment even if departures leave fewer than a quorum.

How it works in practice#

  • The articles or bylaws may set a smaller quorum than a majority, which is unusual and worth deliberate thought. Changing a bylaw that sets a greater board quorum has its own rules: § 308B.241, subd. 6.
  • Directors who join by phone or video count as present (§ 308B.425, subd. 2). Advance written consent from an absent director does not count toward the quorum (§ 308B.425, subd. 6).
  • The vote needed to act is in § 308B.435 and § 308B.401. Rule 3 means a quorum is measured at convening, but § 308B.435 still requires a minimum number of affirmative votes ("a majority of the minimum proportion or number of directors that would constitute a quorum") for action.
  • Emergency quorum rules: § 308B.305.

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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