Topic: capital

• Raise member equity and capital guides

  How a 308B cooperative accepts contributions, issues membership interests and balances patron and investor economics under the statute.

• Can a Minnesota 308B cooperative take outside investors? faq

  Yes, if the articles authorize nonpatron membership interests and the bylaws or a member control agreement set the conditions, subject to securities law and the minimum financial share reserved for patron members.

• § 308B.241 Bylaws statute

  Every 308B cooperative must have bylaws covering required capital, voting and transfer terms; the section also says who may adopt and amend bylaws, and sets special rules for changing quorum and voting requirements and for emergency bylaws.

• § 308B.301 Powers statute

  A 308B cooperative has broad general powers plus listed powers to deal in products, hold property, borrow, advance funds to patrons, provide benefits and insurance, and own interests in other entities, but it may not exercise bank, credit union or savings association powers.

• § 308B.571 Sale Of Property And Assets statute

  Board may sell, lease or pledge cooperative assets without a member vote in listed cases; other sales of all or substantially all assets outside the ordinary course need a majority member vote after written notice.

• § 308B.601 Membership Interests statute

  Membership interests carry financial and governance rights. Patrons normally hold at least 60 percent of financial rights, reducible to 15 percent with statutory authorization. Nonpatron issuance needs articles authority; transfers need board approval.

• § 308B.605 Assignment Of Financial Rights statute

  A member's financial rights (profit share, loss share, distributions) can usually be assigned separately from governance rights; an assignee gets money rights only, no vote, no notices, and no membership.

• § 308B.611 Nature Of A Membership Interest And Statement Of Interest Owned statute

  A membership interest is personal property, not a claim on specific co-op assets; members can demand a written statement of their interest, and the section sets rules for classes, creditors, security interests and deceased members.

• § 308B.615 Certificated Membership Interests statute

  Membership interests may be certificated or uncertificated; the section says who signs certificates, what must appear on them, and how a board resolution can switch to uncertificated interests.

• § 308B.625 Restriction On Transfer Or Registration Of Membership Interests statute

  Transfer restrictions may arise in governing documents, member resolutions or agreements. Earlier-issued interests need holder assent; enforcement without knowledge depends on the statutory, governing-document or certificate/information grounds.

• § 308B.627 Member Control Agreements statute

  A written member control agreement signed by all members and all contribution signatories can govern control, distributions, director elections and more, except patron voting control and patron allocation rules.

• § 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.705 Restatement Of Value Of Previous Contributions statute

  When the board accepts a new contribution, it must restate the recorded value of earlier contributions using the formula in the statute, unless the articles or bylaws provide a different method.

• § 308B.711 Contribution Agreements statute

  A contribution agreement is enforceable against the contributor only if signed and in writing; it is irrevocable for six months by default, and the section sets default remedies for missed payments.

• § 308B.715 Contribution Rights Agreements statute

  The board may enter written contribution rights agreements giving people the right to make contributions later; they must state their terms and generally cannot be assigned to non-members without unanimous member consent.

• § 308B.721 Allocations And Distributions To Members statute

  Bylaws must set how profits, losses and distributions are split between patron interests (collectively) and other interests; patrons collectively must get at least 50 percent, or 15 percent if specially authorized.

• § 308B.725 Allocations And Distributions To Patron Members statute

  Rules for paying out net income to patron members: reserves, a cap of five percent for promoting cooperatives, distribution on the basis of patronage, annual payment, and allowed forms such as cash or capital credits.