§ 308B.627 Member Control Agreements
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. Authorization.
A written agreement among persons who are then members, including a sole member, or who have signed subscription or contribution agreements, relating to the control of any phase of the business and affairs of the cooperative, its liquidation, dissolution and termination, or the relations among members or persons who have signed subscription or contribution agreements is valid as provided in subdivision 2. Wherever this chapter provides that a particular result may or must be obtained through a provision in the articles or bylaws, the same result can be accomplished through a member control agreement valid under this section or through a procedure established by a member control agreement valid under this section.
Subdivision 2. Valid execution.
Other than patron member voting control under section 308B.545 and patron member allocation and distribution provisions under sections 308B.721 and 308B.725, a written agreement among persons described in subdivision 1 that relates to the control of or the liquidation, dissolution, and termination of the cooperative; the relations among them; or any phase of the business and affairs of the cooperative, including, without limitation, the management of its business; the declaration and payment of distributions; the sharing of profits and losses; the election of directors; the employment of members by the cooperative; or the arbitration of disputes, is valid, if the agreement is signed by all persons who are then the members of the cooperative, whether or not the members all have voting power, and all those who have signed contribution agreements, regardless of whether those signatories will, when members, have voting power.
Subdivision 3. Other agreements not affected.
This section does not apply to, limit, or restrict agreements otherwise valid, nor is the procedure set forth in this section the exclusive method of agreement among members or between the members and the cooperative with respect to any of the matters described.
History: 2003 c 105 art 1 s 66
Pages that link here
- § 308B.241 BYLAWS.
- § 308B.501 MEMBERS.
- § 308B.601 MEMBERSHIP INTERESTS.
- § 308B.605 ASSIGNMENT OF FINANCIAL RIGHTS.
- § 308B.625 RESTRICTION ON TRANSFER OR REGISTRATION OF MEMBERSHIP INTERESTS.
- § 308B.721 ALLOCATIONS AND DISTRIBUTIONS TO MEMBERS.
- Chapter 308B at a glance
- Corrections
- Document checklist for forming and running a 308B cooperative
- Member control agreement
- Member voting rules in Chapter 308B
- Model questions to ask a cooperative applicant
- Organize a worker cooperative under chapter 308B
- What is a member control agreement?
- Write the bylaws
Notes & interpretation Not part of the law
Verified against sources: October 15, 2026Last edited: October 15, 2026
In plain language#
A member control agreement is a written agreement among a cooperative's members (including a sole member) and anyone who has signed a subscription or contribution agreement. It can cover the control of any phase of the business, liquidation and dissolution, and relations among the parties. Wherever the chapter says a result may be reached through the articles or bylaws, the same result can be reached through a valid member control agreement or a procedure it sets up (subd. 1).
To be valid, the agreement must be signed by all persons who are then members (whether or not they have voting power) and all who have signed contribution agreements (subd. 2).
What it cannot override: patron member voting control under § 308B.545 and the patron member allocation and distribution provisions of § 308B.721 and § 308B.725 (subd. 2 opens "Other than ...").
The statute lists matters an agreement may address, "without limitation": management of the business, declaring and paying distributions, sharing profits and losses, electing directors, employing members, and arbitrating disputes.
Other agreements#
Subd. 3: this section does not limit or restrict agreements that are otherwise valid, and is not the exclusive way to reach agreements among members or with the cooperative.
How it works in practice#
Related#
Sources
membersgovernancebylawsvotingcapital