308B.mnGet started

§ 308B.531 Remote Communications For Member 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. Construction and application.

This section shall be construed and applied to:

(1) facilitate remote communication consistent with other applicable law; and

(2) be consistent with reasonable practices concerning remote communication and with the continued expansion of those practices.

Subdivision 2. Member meetings held solely by means of remote communication.

To the extent authorized in the articles, a member control agreement, or the bylaws and determined by the board, a regular or special meeting of members may be held solely by any combination of means of remote communication through which the members may participate in the meeting, if notice of the meeting is given to every owner of membership interests entitled to vote as would be required by this chapter for a meeting, and if the membership interests held by the members participating in the meeting would be sufficient to constitute a quorum at a meeting. Participation by a member by that means constitutes presence at the meeting in person or by proxy if all the other requirements of this chapter for the meeting are met.

Subdivision 3. Participation in member meetings by means of remote communication.

To the extent authorized in the articles or the bylaws and determined by the board, a member not physically present in person or by proxy at a regular or special meeting of members may, by means of remote communication, participate in a meeting of members held at a designated place. Participation by a member by that means constitutes presence at the meeting in person or by proxy if all the other requirements of this chapter for the meeting are met.

Subdivision 4. Requirements for meetings held solely by means of remote communication and for participation by means of remote communication.

In any meeting of members held solely by means of remote communication under subdivision 2 or in any meeting of members held at a designated place in which one or more members participate by means of remote communication under subdivision 3:

(1) the cooperative shall implement reasonable measures to verify that each person deemed present and entitled to vote at the meeting by means of remote communication is a member; and

(2) the cooperative shall implement reasonable measures to provide each member participating by means of remote communication with a reasonable opportunity to participate in the meeting, including an opportunity to:

(i) read or hear the proceedings of the meeting substantially concurrently with those proceedings;

(ii) if allowed by the procedures governing the meeting, have the member's remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks; and

(iii) if otherwise entitled, vote on matters submitted to the members.

Subdivision 5. Notice to members.

(a) Any notice to members given by the cooperative under any provision of this chapter, the articles, or the bylaws by a form of electronic communication consented to by the member to whom the notice is given, is effective when given. The notice is deemed given:

(1) if by facsimile communication, when directed to a telephone number at which the member has consented to receive notice;

(2) if by electronic mail, when directed to an electronic mail address at which the member has consented to receive notice;

(3) if by a posting on an electronic network on which the member has consented to receive notice, together with separate notice to the member of the specific posting, upon the later of:

(i) the posting; and

(ii) the giving of the separate notice; and

(4) if by any other form of electronic communication by which the member has consented to receive notice, when directed to the member.

(b) An affidavit of the secretary, other authorized officer, or authorized agent of the cooperative that the notice has been given by a form of electronic communication is, in the absence of fraud, prima facie evidence of the facts stated in the affidavit.

(c) Consent by a member to notice given by electronic communication may be given in writing or by authenticated electronic communication. The cooperative is entitled to rely on any consent so given until revoked by the member, provided that no revocation affects the validity of any notice given before receipt by the cooperative of revocation of the consent.

Subdivision 6. Revocation.

Any ballot, vote, authorization, or consent submitted by electronic communication under this chapter may be revoked by the member submitting the ballot, vote, authorization, or consent so long as the revocation is received by a director or the chief executive officer of the cooperative at or before the meeting or before an action without a meeting is effective.

Subdivision 7. Waiver.

Waiver of notice by a member of a meeting by means of authenticated electronic communication may be given in the manner provided for the regular or special meeting. Participation in a meeting by means of remote communication described in subdivisions 2 and 3 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 the meeting and does not participate in the consideration of the item at that meeting.

History: 2003 c 105 art 1 s 44

Notes & interpretation Not part of the law

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

In plain language#

A cooperative may hold a members' meeting entirely by remote communication (video, phone, or any combination), or let individual members join a physical meeting remotely. Neither is automatic. The articles, bylaws (or, for fully remote meetings, a member control agreement) must authorize it, and the board must decide to use it for the meeting in question. A member who participates remotely counts as present, as long as the chapter's other requirements for the meeting are met.

The same section lets a cooperative give notice to members by email, fax or similar means, but only if the member has consented to receiving notice that way.

Subdivision by subdivision#

  • Subd. 1. The section is to be read so as to facilitate remote communication and to keep pace with reasonable practice.
  • Subd. 2 (fully remote meetings). Needs authorization in the articles, a member control agreement or the bylaws, plus a board determination. Notice must go to every owner of a voting membership interest as the chapter would require for any meeting, and the members participating must be enough to make a quorum (see § 308B.525).
  • Subd. 3 (hybrid meetings). A member who is not physically present in person or by proxy may participate remotely at a meeting held at a designated place, to the extent the articles or bylaws authorize it and the board determines it. Note that subd. 3 lists the articles and bylaws only, not a member control agreement.
  • Subd. 4 (safeguards). For both kinds, the cooperative must use reasonable measures to (1) verify that each remote participant is a member entitled to vote, and (2) give each remote participant a reasonable opportunity to read or hear the proceedings substantially concurrently, to have remarks heard or read substantially concurrently if the meeting procedures allow remarks, and to vote if entitled.
  • Subd. 5 (electronic notice). Notice by electronic means is effective only to the extent the member consented. The statute says when it is "deemed given" for fax, email, network posting (plus a separate notice of the posting) and other electronic forms. An affidavit of the secretary or another authorized officer or agent is prima facie evidence, absent fraud, that the notice was given. Consent may be written or by authenticated electronic communication and may be relied on until revoked; a revocation does not undo notice already given.
  • Subd. 6 (revocation). A ballot, vote, authorization or consent submitted electronically may be revoked if the revocation reaches a director or the chief executive officer at or before the meeting, or before an action without a meeting takes effect.
  • Subd. 7 (waiver). Waiver of notice by authenticated electronic communication may be given in the manner provided for the meeting. Joining a remote meeting waives notice, unless the member objects at the start that the meeting was not lawfully called or convened, or objects before a vote that the item may not lawfully be considered and then stays out of it.

How it works in practice#

  • If you want the option of online meetings, put the authorization in the bylaws (or articles) when you draft them. See Write the bylaws and Run board and member meetings. The statute makes a board determination a second, separate requirement, so the board should record its decision for each remote meeting.
  • Collect and keep each member's consent to electronic notice. The statute ties electronic notice to the member's own consent.
  • Keep a record of how you verified identity and gave remote members a chance to participate; the statute asks for "reasonable measures" but does not define them.

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)

meetingsmembersvoting

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