Minn. Stat. § 308B.535: Act Of Members

§ 308B.535 Act Of Members

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. Action by affirmative vote of members.

(a) The members shall take action by the affirmative vote of the members of the greater of:

(1) a majority of the voting power of the membership interests present and entitled to vote on that item of business; or

(2) a majority of the voting power that would constitute a quorum for the transaction of business at the meeting, except where this chapter, the articles or bylaws, or a member control agreement require a larger proportion.

(b) If the articles, bylaws, or a member control agreement require a larger proportion than is required by this chapter for a particular action, the articles, bylaws, or the member control agreement shall have control over the provisions of this chapter.

Subdivision 2. Class or series of membership interests.

In any case where a class or series of membership interests is entitled by this chapter, the articles, bylaws, a member control agreement, or the terms of the membership interests to vote as a class or series, the matter being voted upon must also receive the affirmative vote of the owners of the same proportion of the membership interests present of that class or series; or of the total outstanding membership interests of that class or series, as the proportion required under subdivision 1, unless the articles, bylaws, or the member control agreement require a larger proportion. Unless otherwise stated in the articles, bylaws, or a member control agreement, in the case of voting as a class or series, the minimum percentage of the total voting power of membership interests of the class or series that must be present is equal to the minimum percentage of all membership interests entitled to vote required to be present under section 308B.525.

Subdivision 3. Greater quorum or voting requirements.

(a) The articles or bylaws adopted by the members may provide for a greater quorum or voting requirement for members or voting groups than is provided for by this chapter.

(b) An amendment to the articles or bylaws that adds, changes, or deletes a greater quorum or voting requirement shall meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect or proposed to be adopted, whichever is greater.

History: 2003 c 105 art 1 s 45

Notes & interpretation Not part of the law

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

In plain language#

Unless something else requires more, the members act by the affirmative vote of the greater of two numbers: (1) a majority of the voting power present and entitled to vote on that item, or (2) a majority of the voting power that would make up a quorum at that meeting. The second number is a floor so that a tiny group of attendees cannot carry an item on a bare majority of those present.

The articles, the bylaws or a member control agreement may demand a larger proportion, and if they do, they control over the chapter's default.

Subdivision by subdivision#

Subd. 1. Sets the default described above. Paragraph (b) says a larger proportion in the articles, bylaws or a member control agreement controls over the chapter.
Subd. 2 (class or series). When a class or series of membership interests votes separately, the matter must also win the same proportion of that class or series (either of those present or of the total outstanding in that class, as the proportion in subd. 1 is framed), unless a larger proportion is required. Unless stated otherwise, the minimum share of the class's voting power that must be present equals the minimum that must be present at a members' meeting under § 308B.525.
Subd. 3 (stricter rules). Articles or bylaws adopted by the members may set greater quorum or voting requirements for members or voting groups. Adding, changing or deleting a greater requirement must meet the quorum and receive the vote and voting-group approvals required under the existing or proposed requirements, whichever is greater. Greater-quorum or voting bylaws cannot be adopted or amended by the board (§ 308B.241, subd. 5).

How it works in practice#

Quorum for members' meetings is set in § 308B.525. Putting the two together tells you the minimum number of votes needed for an ordinary item. Specific actions (amendments, merger, dissolution, sale of assets) may have their own voting thresholds elsewhere in the chapter; see for example § 308B.571 and § 308B.801.
If you want a supermajority for particular decisions, say so in the articles or bylaws; subd. 3(b) means it is as hard to remove as it was to adopt.
See Member voting rules in Chapter 308B and Run board and member meetings for the cooperative-wide picture.

Quorum: § 308B.525
Who gets a vote and how: § 308B.545, § 308B.551, § 308B.555
Written action without a meeting: § 308B.541

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)

voting members meetings