§ 308B.475 Officers

In plain language#

A 308B cooperative's required offices are different from those of a business corporation: chair, one or more vice-chairs, records officer, and financial officer. ^{P1, § 308B.475} The chief executive officer is optional.

Subdivision by subdivision#

Subd. 1 – Required officers.

• (a) The board elects a chair and one or more vice-chairs.
• (b) The board elects or appoints a records officer and a financial officer.
• (c) Officers other than the CEO "shall not have the authority to bind the cooperative except as authorized by the board."

Subd. 2 – Additional officers. The board may elect additional officers as the articles or bylaws authorize or require.

Subd. 3 – Combination. The records officer and financial officer offices may be combined.

Subd. 4 – Who must be a member. "The chair and first vice-chair shall be directors and members." The financial officer, records officer and additional officers need not be directors or members.

Subd. 5 – Chief executive officer. The board may employ a CEO to manage day-to-day affairs and business. The CEO has authority to implement the cooperative's functions, duties and obligations "except as restricted by the board," but "shall not exercise authority reserved to the board or the members" under the chapter, articles or bylaws.

How it works in practice#

• Small cooperatives: the minimum slate is a chair, a vice-chair, and one person who is both records officer and financial officer (subd. 3). Because the records and financial officers need not be directors or members (subd. 4), an outside bookkeeper or manager can serve.
• Signing authority. Subd. 1(c) means banks, landlords and counterparties should be given a board resolution authorizing a signer. The statute does not say whether the chair has apparent authority.
• Statutory signers. Some documents are signed by named officers; for example, the certificate of an articles amendment is signed by the chair, vice chair, records officer or financial officer (§ 308B.221, subd. 2(b)). Check that the offices exist and are filled before signing.
• Officers and employees fall within the indemnification section (§ 308B.471) as persons acting in an official capacity.

Related#

• Board authority: § 308B.401 · Election of directors: § 308B.411
• Officer rules at a glance: Director and officer rules in Chapter 308B