Minn. Stat. § 308B.515: Special Members' Meetings

§ 308B.515 Special Members' Meetings

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. Calling meeting.

Special members' meetings of the members may be called by:

(1) a majority vote of the board; or

(2) the written petition of at least 20 percent of the patron members and, if authorized, 20 percent of the nonpatron members, 20 percent of all members, or members representing 20 percent of the membership interests collectively are submitted to the chair.

Subdivision 2. Notice.

The cooperative shall give notice of a special members' meeting by mailing the special members' meeting notice to each member personally at the person's last known post office address or an alternative method approved by the board and the member individually or the members generally. For a member that is an entity, notice mailed or delivered by an alternative method shall be to an officer of the entity. The special members' meeting notice shall state the time, place, and purpose of the special members' meeting. The special members' meeting notice shall be issued within ten days from and after the date of the presentation of a members' petition, and the special members' meeting shall be held within 30 days after the date of the presentation of the members' petition.

Subdivision 3. Waiver and objections.

A member may waive notice of a meeting of members. A waiver of notice by a member entitled to notice is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened, or objects before a vote on an item of business because the item may not lawfully be considered at that meeting and does not participate in the consideration of the item at that meeting.

History: 2003 c 105 art 1 s 41

Notes & interpretation Not part of the law

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

In plain language#

Between annual meetings, the board or a petition of members can call a special meeting. ^{P1, § 308B.515}

Subdivision by subdivision#

Subd. 1 – Calling. A special meeting may be called by (1) a majority vote of the board; or (2) a written petition submitted to the chair of at least 20 percent of the patron members and, "if authorized," 20 percent of the nonpatron members, 20 percent of all members, or members representing 20 percent of the membership interests collectively.

Subd. 2 – Notice. Mailed to each member personally at the last known post office address, or by an alternative method approved by the board and the member individually or the members generally. For an entity member, notice goes to an officer of the entity. The notice states the time, place and purpose. It must be issued within ten days after the petition is presented, and the meeting held within 30 days after the petition is presented.

Subd. 3 – Waiver and objections. Same as for regular meetings: waiver before, at or after the meeting, in writing, orally or by attendance, unless the member objects as the text provides (§ 308B.511, subd. 6).

How it works in practice#

Common uses are removing directors (§ 308B.421), filling patron seats (§ 308B.415), and voting on matters the board refers to members. The statute does not limit the topics.
The 20 percent threshold is for patron members by default. The additional groupings apply only "if authorized," presumably by the articles or bylaws. [INFERENCE: the statute does not say where authorization comes from.]
After mailing or delivering notice, execute the certificate required by § 308B.521 and keep it in the meeting record; the statute does not require sending it with the notice. Quorum is in § 308B.525. Petition-triggered notice (ten days) and meeting (30 days) deadlines run from presentation.
Board-called meetings have no statutory deadline in this section, but meeting content and notice rules still apply.

Regular meetings: § 308B.511 · Notice certificate: § 308B.521 · Quorum: § 308B.525
Guides: Run board and member meetings

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)

members meetings notice petitions governance