Title Minnesota Statutes, Minnesota Statutes

308A.021 FILING FEE. Unless otherwise provided, the filing fee for documents filed with the secretary of state is $35. History: 1989 c 144 art 1 s 4; 1989 c 335 art 1 s 201

308A.025 MS 2008 [Subds 1 to 5 repealed by amendment, 2010 c 250 art 2 s 13] 308A.025 REGISTERED OFFICE. Every cooperative shall have a registered office and may have a registered agent and may change its registered agent and the agent may resign or change its business address or…

308A.027 ANNUAL RENEWAL. § Subdivision 1.Annual renewal. Each cooperative governed by this chapter must file an annual renewal with the secretary of state in each calendar year following the calendar year in which the cooperative was incorporated. The secretary of state may send …

308A.032 FOREIGN COOPERATIVES; SECTIONS APPLICABLE. § Subdivision 1.General. Except for this section, this chapter does not apply to foreign cooperatives. § Subd. 2.Sections applicable. (a) Except as provided in paragraph (b), a foreign cooperative is subject to chapter 303. Unle…

308A.101 ORGANIZATIONAL PURPOSE. § Subdivision 1.General purpose. A cooperative may be formed and incorporated on a cooperative plan for the purpose of conducting an agricultural, dairy, marketing, transportation, warehousing, commission, contracting, building, mining, telephone,…

308A.105 INCORPORATORS. A cooperative may be organized by one or more incorporators, who may act for themselves as individuals or as the agents of other cooperatives or associations. History: 1989 c 144 art 1 s 7

308A.121 COOPERATIVE NAME. § Subdivision 1.Name. The name of a cooperative must distinguish the cooperative upon the records in the Office of the Secretary of State from the name of a domestic corporation, whether profit or nonprofit, or a limited partnership, or a foreign corpor…

308A.125 STOCK AND NONSTOCK ORGANIZATION. § Subdivision 1.Stock and nonstock cooperatives have same authority. Cooperatives organized on a capital stock basis may be organized and have the same powers and authority as cooperatives organized without capital stock on a membership b…

308A.131 ARTICLES OF INCORPORATION. § Subdivision 1.Contents. (a) The incorporators shall prepare the articles, which must include: (1) the name of the cooperative; (2) the purpose of the cooperative; (3) the principal place of business for the cooperative; (4) the period of dura…

308A.135 AMENDMENT OF ARTICLES. § Subdivision 1.Procedure. (a) The articles of a cooperative must be amended as provided in this subdivision. (b) The board by majority vote must pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and a…

308A.141 AMENDMENT OF ARTICLES TO BE GOVERNED BY THIS CHAPTER. § Subdivision 1.Authority. A corporation or association organized and doing business under other statutes of this state or under the laws of other states that has conducted business on a cooperative plan may become su…

308A.145 AMENDMENT OF ARTICLES TO INCORPORATE DEFECTIVELY ORGANIZED COOPERATIVE. § Subdivision 1.Amendment of articles. An association or corporation organized defectively under other law of this state that has conducted its business upon the cooperative plan and has in good fait…

308A.155 CORPORATE EXISTENCE. § Subdivision 1.Commencement of corporate existence. The corporate existence of a cooperative begins when the articles are filed with the secretary of state. § Subd. 2.Perpetual existence unless limited. Cooperatives have perpetual duration unless th…

308A.165 BYLAWS. § Subdivision 1.General provisions. A cooperative may, but need not, have bylaws. § Subd. 2.Adoption and amendment. (a) Except as provided in paragraph (b), the bylaws of a cooperative may be adopted or amended at a regular or special members' meeting if: (1) the…

308A.201 POWERS. § Subdivision 1.General powers. In addition to other powers, a cooperative as an agent or otherwise: (1) may perform every act and thing necessary or proper to the conduct of the cooperative's business or the accomplishment of the purposes of the cooperative; (2)…

308A.205 AGRICULTURAL MARKETING CONTRACTS. § Subdivision 1.Authority. A cooperative and its members or patrons may make and execute marketing contracts, requiring the members or patrons to sell a specified portion of their agricultural products or specified commodities exclusivel…

308A.210 TELECOMMUNICATION SERVICES PURCHASING COOPERATIVES. § Subdivision 1.Purpose; territory. A telecommunication services purchasing cooperative may be formed under this chapter for the sole purpose of purchasing advanced telecommunications services by aggregating demand and …

308A.301 BOARD GOVERNS COOPERATIVE. A cooperative is governed by its board. History: 1989 c 144 art 1 s 19

308A.305 NUMBER OF DIRECTORS. The board must have at least five directors, except a cooperative housing corporation as defined in United States Code, title 26, section 216, subsection (b)(1), must have at least three directors who are members of the association. History: 1989 c 1…

308A.311 ELECTION OF DIRECTORS. § Subdivision 1.Generally. Directors shall be elected for the term, at the time, and in the manner provided in this section and the bylaws. § Subd. 2.Election at regular meeting. Directors shall be elected at the regular members' meeting for the te…

308A.313 APPORTIONMENT OF DIRECTORS AMONG DISTRICTS OR UNITS. The bylaws of an electric cooperative that has 35,000 or more members and that nominates, elects, or otherwise selects directors on a district or local unit basis must provide that representation on the board be apport…

308A.315 FILLING VACANCIES. If a director's position is vacant, the board may appoint a member of the cooperative to fill the director's position until the next regular or special members' meeting. At the next regular or special members' meeting, the members must elect a director…

308A.321 REMOVAL OF DIRECTORS. Members may remove a director at a members' meeting for cause related to the duties of the position of director and fill the vacancy caused by the removal. History: 1989 c 144 art 1 s 22; art 3 s 17,49

308A.325 LIMITATION OF DIRECTOR'S LIABILITY. § Subdivision 1.Articles may limit liability. A director's personal liability to the cooperative or members for monetary damages for breach of fiduciary duty as a director may be eliminated or limited in the articles as provided in sub…

308A.327 ELECTRIC COOPERATIVE; BOARD MEETINGS. A regular or special meeting of the board of directors of an electric cooperative that has more than 50,000 members must be open to all members of the cooperative. The board shall give reasonable prior notice of meetings. The board m…

308A.328 STANDARD OF CONDUCT. § Subdivision 1.Standard and liability. A director shall discharge the duties of the position of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prud…

308A.401 OFFICERS. § Subdivision 1.Required officers. (a) The board shall elect: (1) a president; (2) one or more vice-presidents; (3) a secretary; and (4) a treasurer. (b) The board may elect additional officers as the articles or bylaws authorize or require. § Subd. 2.Secretary…

308A.501 CAPITAL STOCK. § Subdivision 1.Authorized amounts. The amount, number of shares, and par value of the authorized capital stock may be increased or decreased and classes of the capital stock may be established or altered by amending the articles at a regular members' meet…

308A.503 HEALTH CARE COOPERATIVE MEMBERS. § Subdivision 1.Health care network cooperative. For a health care network cooperative, the policyholder is the member provided that if the policyholder is an individual enrollee, the individual enrollee is the member, and if the policyho…

308A.505 SUBJECT TO SECURITIES LAW. Cooperatives are subject to the provisions of chapter 80A, except as specifically provided in sections 80A.45 and 80A.46. History: 1989 c 144 art 1 s 26; 2006 c 196 art 1 s 52; art 2 s 8

308A.601 GROUPING OF MEMBERS. § Subdivision 1.Authorization. A cooperative may in the articles or bylaws group members in districts, local units, or another basis. § Subd. 2.Implementation. The board may do things necessary to implement the use of districts or local units includi…

308A.605 MEMBER AND STOCKHOLDER VIOLATIONS. § Subdivision 1.Stockholder violations. (a) A stockholder who knowingly, intentionally, or repeatedly violates a provision of the bylaws may be required by the board to surrender stock of any class owned by the stockholder. (b) The coop…

308A.611 REGULAR MEMBERS' MEETINGS. § Subdivision 1.Annual meeting. Regular members' meetings must be held annually at a time determined by the board, unless otherwise provided for in the articles or bylaws. § Subd. 2.Location. The regular members' meeting shall be held at the pr…

308A.615 SPECIAL MEMBERS' MEETINGS. § Subdivision 1.Calling meeting. Special members' meetings of the members may be called by: (1) a majority vote of the board; or (2) the written petition of at least 20 percent of the members submitted to the president. § Subd. 2.Notice. (a) Th…

308A.621 CERTIFICATION OF MAILED MEETING NOTICE. (a) After mailing special or regular members' meeting notices, the secretary shall execute a certificate containing: (1) a correct copy of the mailed or published notice; (2) the date of mailing or publishing the notice; and (3) a …

308A.625 FAILURE TO RECEIVE MEETING NOTICE. Failure of a member to receive a special or regular members' meeting notice does not invalidate an action that is taken by the members at a members' meeting. History: 1989 c 144 art 1 s 32

308A.631 QUORUM. § Subdivision 1.Quorum. (a) Except as provided in paragraph (b), the quorum for a members' meeting to transact business is: (1) ten percent of the total number of members for a cooperative with 500 or less members; or (2) 50 members for cooperatives with more tha…

308A.635 MEMBER VOTING RIGHTS. § Subdivision 1.Member has one vote. A member of a cooperative is only entitled to one vote, except that a member of a cooperative described in section 308A.641 may be entitled to more than one vote as provided in that section. § Subd. 2.Spouse may …

308A.641 VOTING IN COOPERATIVES CONSTITUTED ENTIRELY OR PARTIALLY OF OTHER COOPERATIVES OR ASSOCIATIONS. § Subdivision 1.Voting by members that are cooperatives or associations. A cooperative that is constituted entirely or partially of other cooperatives or associations may auth…

308A.645 VOTE OF CORPORATE STOCK HELD BY COOPERATIVE. A cooperative that holds stock of another corporation may by direction of the cooperative's board or members elect or appoint a person to represent the cooperative at a meeting of the corporation. The representative has author…

308A.701 RESERVES. § Subdivision 1.Capital reserve. A cooperative may set aside a portion of net income as the board determines advisable to create or maintain a capital reserve. § Subd. 2.Additional reserves. In addition to a capital reserve, the board may: (1) set aside an amou…

308A.705 DISTRIBUTION OF INCOME. § Subdivision 1.Distribution of net income. Net income in excess of dividends on capital stock, nonstock units of equity, and additions to reserves shall be distributed on the basis of patronage. A cooperative may establish allocation units, wheth…

308A.711 DISTRIBUTION OF UNCLAIMED PROPERTY. § Subdivision 1.Alternate procedure to disburse property. Notwithstanding the provisions of section 345.43, a cooperative may, in lieu of paying or delivering to the commissioner of commerce the unclaimed property specified in its repo…

308A.801 MERGER AND CONSOLIDATION. § Subdivision 1.Authorization. Unless otherwise prohibited, cooperatives or associations organized under the laws of this state may merge or consolidate with each other or with associations incorporated under the laws of another state by complyi…

308A.901 LIQUIDATION. § Subdivision 1.Members may authorize liquidation. If a liquidation is authorized by the members, the board may dispose of all or substantially all of the property of the cooperative on terms and conditions determined by the board. § Subd. 2.Resolution at me…

308A.905 METHODS OF DISSOLUTION. A cooperative may be dissolved by the members or by order of the court. History: 1989 c 144 art 1 s 42; art 3 s 30,49