Topic: membership-classes

• 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.

• § 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.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.551 Patron Member Voting Based On Patronage statute

  Allows the articles or bylaws to give patron members, or delegates elected by patrons, extra votes tied to business done with the cooperative, equity held, or membership of a member cooperative.

• § 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.621 Lost Certificates; Replacement statute

  A replacement certificate can be issued for a lost, stolen or destroyed membership interest certificate under the UCC provision cited, and the replacement is not an overissue.

• § 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.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.