Topic: members

• Member voting rules in Chapter 308B reference

  A lookup table of who votes, how many votes they have, quorum, the vote needed to act, proxies, notice and written action for members of a 308B cooperative, each tied to the statute section.

• Define members and membership classes guides

  How 308B treats patron and nonpatron members, what the bylaws must say about admission and expulsion, and how classes and series are created.

• 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.

• Can one person form a cooperative in Minnesota? faq

  One adult can be the organizer who files the articles, and a cooperative needs only one member, but the board must still meet the minimum size in the statute.

• How many members does a Minnesota 308B cooperative need? faq

  At least one: chapter 308B says a cooperative must have one or more members.

• § 308B.005 Definitions statute

  The definitions section of chapter 308B. It fixes what terms such as cooperative, member, membership interest, patron, patronage, articles and filed with the secretary of state mean everywhere else in the chapter.

• § 308B.221 Amendment Of Articles statute

  Articles are amended by a board resolution followed by a member vote at a meeting with a quorum, then signed and filed with the secretary of state; if no members have voting rights, a majority of directors can amend.

• § 308B.245 Cooperative Records statute

  A 308B cooperative must keep permanent meeting and action records, maintain appropriate accounting records, and keep specified governing, membership and recent financial records at its principal office.

• § 308B.311 Agricultural Product Marketing Contracts statute

  A cooperative and a patron may sign a marketing contract requiring the patron to sell a specified portion of agricultural product exclusively to the cooperative, for up to ten years per term, with liquidated damages and injunction remedies built in.

• § 308B.501 Members statute

  A cooperative needs at least one member, may group members into districts or units, may make a member who violates the governing documents surrender voting or financial rights, and must honor members' statutory right to inspect specified records on written demand.

• § 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.511 Regular Members' Meetings statute

  A cooperative must hold a regular members' meeting every year, at which officers report on the prior fiscal year and directors are elected; notice must be published at least two weeks ahead or mailed at least 15 days ahead and must summarize any board-adopted bylaw amendments.

• § 308B.515 Special Members' Meetings statute

  A special members' meeting may be called by a majority of the board or by a written petition of 20 percent of the patron members (and, if authorized, of other groupings); notice must go out within ten days of the petition and the meeting must be held within 30 days.

• § 308B.521 Certification Of Meeting Notice statute

  After sending a members' meeting notice the cooperative must sign a certificate of mailing or delivery that becomes part of the meeting record, and a member's failure to receive notice does not invalidate member action.

• § 308B.525 Quorum statute

  Statutory member-quorum minima are 10 percent for cooperatives with 500 or fewer members and 50 members for larger ones; member-adopted articles or bylaws may require more. Authorized mail or alternative votes count on the submitted question.

• § 308B.531 Remote Communications For Member Meetings statute

  Lets a cooperative hold member meetings entirely online or let members join a physical meeting remotely, if the articles or bylaws allow it and the board decides; also covers electronic notice.

• § 308B.535 Act Of Members statute

  Member action normally requires the greater of a majority of voting power present and entitled to vote or a majority of quorum voting power; class rights and larger applicable requirements remain. Members may adopt stricter quorum or voting rules with protected amendment thresholds.

• § 308B.541 Action Without A Meeting statute

  Members may act without a meeting by written or authenticated electronic consent of all members, or, if authorized by the articles, bylaws or member control agreement, by members holding the voting power required at a meeting with all members present.

• § 308B.545 Member Voting Rights statute

  Core member voting rules: patron members vote collectively as a bloc (never less than 15 percent of the total vote), nonpatron voting comes from the bylaws, and the section covers voting method, delegates, proxies and absentee ballots.

• § 308B.555 Voting Rights statute

  Covers practical voting mechanics: a board-set record date up to 60 days before a member meeting, default voting power, voting by non-members, jointly owned interests, and splitting a vote.

• § 308B.561 Voting By Organizations And Legal Representatives statute

  Says who may vote membership interests held by organizations, subsidiaries, fiduciaries, bankruptcy trustees and receivers, and confirms that lenders holding a security interest in a membership interest get no vote.

• § 308B.565 Proxies statute

  Proxy rules for member voting: a patron member may only give a proxy to another patron member, appointments last 11 months by default, can be revoked at will, and may be made electronically.

• § 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.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.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.

• § 308B.801 Merger And Consolidation statute

  How a 308B cooperative merges or consolidates with another cooperative, a Minnesota LLC or a foreign entity: written plan, notice to every member, member approval, articles of merger filed with the Secretary of State.

• § 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.903 Notice Of Intent To Dissolve statute

  Before dissolving, a cooperative must file a notice of intent to dissolve with the Secretary of State stating its name, the date and place of the members' meeting that approved dissolution, and that the required vote was obtained.

• § 308B.911 Revocation Of Dissolution Proceedings statute

  Dissolution proceedings can be revoked before articles of dissolution are filed, by a members' meeting vote of a majority of the members (or the number the articles or bylaws require) and a notice of revocation 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.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.

• § 308B.975 Right To Sue Or Defend After Dissolution statute

  After dissolution, former officers, directors or members may assert or defend a claim by or against the cooperative in the cooperative's name.