Topic: liability

• What a 308B cooperative is, for city and county staff local-government

  A 308B cooperative is a business entity chartered by filing articles with the Secretary of State, owned and controlled by its members, run by a board, and shielded from member liability.

• Director and officer rules in Chapter 308B reference

  A lookup table of board size, election, vacancies, removal, meetings, quorum, voting, committees, officers, conflicts of interest and liability rules for 308B cooperatives, each tied to the statute section.

• Are members of a cooperative personally liable for its debts? faq

  Not merely because they are members, but a member is liable for any unpaid subscription, unpaid membership fees, or a debt the member separately contracted with the cooperative.

• § 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.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.505 Member Not Liable For Cooperative Debts statute

  Members are not personally liable for the cooperative's debts merely because they are members, but remain liable for unpaid subscriptions, unpaid membership fees, and debts they separately contracted with the cooperative.

• § 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.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.915 Statute Of Limitations statute

  A creditor's or claimant's claim against a dissolving cooperative is barred unless proceedings to enforce it start within two years after the notice of intent to dissolve is filed with the Secretary of State.

• § 308B.931 Court-ordered Remedies Or Dissolution statute

  Sets when a court may grant equitable relief or dissolve a cooperative: supervised voluntary dissolution, member actions (deadlock, unfair prejudice, waste, expired term), and creditor actions; the court must consider lesser relief.

• § 308B.941 Receiver Qualifications And Powers statute

  A court-appointed receiver of a cooperative must be qualified under section 576.26 and bonded under section 576.27, may sue and defend as receiver, and acts under the appointing court's exclusive jurisdiction.

• § 308B.951 Filing Claims In Court-supervised Dissolution Proceedings statute

  In court-supervised dissolution the court may require creditors and claimants to file claims under section 576.49; the receiver or any interested party may object under section 576.50.

• § 308B.971 Barring Of Claims statute

  Unfiled creditor claims are barred after dissolution, with limited exceptions: a one-year late-claim application for good cause (against undistributed assets, then against members to the extent of distributions) and claims for debts incurred during dissolution.