Topic: board-of-directors

• § 308B.305 Emergency Powers statute

  When a catastrophic event makes it hard to get a board quorum, the board may change succession and relocate offices, give flexible notice, treat officers as directors to reach a quorum, and good-faith emergency actions bind the cooperative.

• § 308B.401 Board Governs Cooperative statute

  The board governs the cooperative, subject to member-reserved actions and the specific voting rule in 308B.435; individual directors need board authority to act, and owe duties to the cooperative and all members collectively.

• § 308B.405 Number Of Directors statute

  A 308B board needs at least five directors; a cooperative with 50 or fewer members may have three or more if prescribed in its articles or bylaws.

• § 308B.411 Election Of Directors statute

  Organizers elect the first board; later elections follow member-meeting rules. Two separate defaults require a member majority and a patron-elected majority of directors, while patron-elected directors retain protected general voting power.

• § 308B.415 Filling Vacancies statute

  A vacancy among patron-elected directors is filled by board appointment of a patron member (or a special patron members' meeting if none remain); other vacancies are filled by majority of the remaining directors, and members elect a replacement for the unexpired term at the next meeting.

• § 308B.421 Removal Of Directors statute

  Members can remove any or all directors, with or without cause, by a majority of the voting power entitled to vote at a director election; the board can remove only a director it appointed to fill a vacancy before any member election. The articles or bylaws can modify these rules.

• § 308B.425 Board Of Directors' Meetings statute

  Board meetings may be held anywhere or by electronic means; default notice is ten days (three for organizational meetings), no notice is needed for pre-scheduled meetings, and directors can waive notice or give advance written consent or opposition if the bylaws allow.

• § 308B.431 Quorum statute

  A majority of the directors currently in office is a board quorum unless the articles or bylaws set a larger or smaller number; absent a quorum a majority of those present may adjourn, and a quorum once present survives walkouts.

• § 308B.435 Act Of Board Of Directors statute

  The board acts by the greater of a majority of directors present or a majority of the minimum quorum, unless the chapter, articles or bylaws require a larger vote, in which case the larger requirement controls.

• § 308B.441 Action Without A Meeting statute

  The board may act without a meeting by written action signed by all directors, or, if the articles or bylaws allow, by the number that would be needed at a meeting with all directors present, except for actions needing member approval.

• § 308B.445 Audit Committee statute

  The board must establish an audit committee, and the cooperative must have its financial information audited for members unless the bylaws allow unaudited statements that are clearly labeled as such.

• § 308B.451 Committees statute

  A majority of the board may create committees with delegated board authority; committee members are natural persons who need not be directors, board meeting rules apply to committees, and committee members are treated as directors for the conduct, conflict and indemnification sections.

• § 308B.455 Standard Of Conduct statute

  Directors owe good faith, reasonable best-interest judgment and prudent care. Qualified reliance is allowed; presence creates presumed assent subject to the stated objection, dissent and conflict exceptions, and listed stakeholder interests may be considered.

• § 308B.461 Director Conflicts Of Interest statute

  A contract between the cooperative and a director, or a business a director is tied to, is not void for that reason if it was fair and properly disclosed and approved, or offered to all members; relatives' interests count as the director's.

• § 308B.465 Limitation Of Director's Liability statute

  Articles or bylaws may limit a director's monetary liability to the cooperative or members for fiduciary breach, but not for the listed loyalty, bad-faith, misconduct, securities, distribution, personal-benefit or pre-effective-date exceptions.

• § 308B.471 Indemnification statute

  Subject to valid article or bylaw limits, a cooperative must indemnify qualifying official-capacity defendants who meet all statutory criteria and advance expenses on the stated conditions; separate procedures determine eligibility.

• § 308B.475 Officers statute

  The board must fill chair, vice-chair, records and financial offices; chair and first vice-chair must be directors and members. Officers other than the CEO need board authority to bind the cooperative; CEO authority remains limited by subd. 5.

• § 308B.701 Authorization, Form, And Acceptance Of Contributions statute

  Contributions require board authorization, acceptance describing the contribution and its value, and records of both. Directors present and entitled to vote can face joint liability for intentionally or without reasonable investigation failing to oppose unfair consideration or overvaluation.

• § 308B.805 Merger Of Subsidiary statute

  A parent cooperative owning at least 90 percent of a subsidiary can merge it using a board resolution and articles of merger, without a member vote, except where the parent is not the survivor.

• § 308B.835 Abandonment statute

  Describes how a merger plan can be abandoned after member approval: by the same vote, by a vote on abandonment, by the plan's own terms, or by board resolution; articles of abandonment are filed if articles of merger were already filed.

• § 308B.905 Winding Up statute

  After the notice of intent to dissolve is filed, the board must collect what is owed, pay debts by priority, may sell assets without a member vote, and distributes what remains to members and former members.