Topic: voting

• 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.

• Run board and member meetings guides

  The notice, quorum and voting rules for 308B board meetings and members' meetings, and the records to keep.

• § 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.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.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.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.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.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.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.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.575 Vote Of Ownership Interests Held By Cooperative statute

  When a cooperative owns an interest in another business entity, its board may appoint a representative to attend that entity's meetings and cast the cooperative's vote.

• § 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.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.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.