Title Minnesota Statutes, Minnesota Statutes

308B.111 FILING FEES. Unless otherwise provided, the filing fee for documents filed under this chapter with the secretary of state is $35. History: 2003 c 105 art 1 s 4

308B.115 MS 2008 [Subds 1 to 5 repealed by amendment, 2010 c 250 art 2 s 15] 308B.115 REGISTERED OFFICE AND AGENT. Every cooperative shall have a registered office, and may have a registered agent and may change its registered office or change its registered agent, and the agent …

308B.121 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 after the calendar year in which the cooperative incorporated. The secretary of state may send annually…

308B.152 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…

308B.201 ORGANIZATIONAL PURPOSE. A cooperative may be formed and organized on a cooperative plan for any lawful purpose, including: (1) to market, process, or otherwise change the form or marketability of products, including crops, livestock, and other agricultural products, the …

308B.205 ORGANIZERS. § Subdivision 1.Qualification. A cooperative may be organized by one or more organizers who shall be adult natural persons, and who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be me…

308B.211 COOPERATIVE NAME. § Subdivision 1.Distinguished name. The name of a cooperative shall distinguish the cooperative upon the records in the Office of the Secretary of State from the name of a domestic business entity or a foreign business entity, on file, authorized or reg…

308B.215 ARTICLES OF ORGANIZATION. § Subdivision 1.Requirements. (a) The articles of the cooperative shall include: (1) the name of the cooperative; (2) the purpose of the cooperative; (3) the name and address of each organizer; (4) the period of duration for the cooperative, if …

308B.221 AMENDMENT OF ARTICLES. § Subdivision 1.Procedure. (a) The articles of a cooperative shall be amended as follows: (1) the board, by majority vote, shall pass a resolution stating the text of the proposed amendment. The text of the proposed amendment and an attached mail o…

308B.225 AMENDMENT OF ORGANIZATIONAL DOCUMENTS TO BE GOVERNED BY THIS CHAPTER. § Subdivision 1.Authority. (a) A cooperative organized under chapter 308A may convert and become subject to this chapter by amending its organizational documents to conform to the requirements of this …

308B.231 CURATIVE FILING. If the secretary of state determines that a filing has been made in error by the cooperative, the secretary of state may revoke and expunge the erroneous filing and authorize a curative document to be filed. A filing fee of $500 shall be charged for any …

308B.235 EXISTENCE. § Subdivision 1.Commencement upon filing. The existence of a cooperative shall commence when the articles are filed with the secretary of state. § Subd. 2.Duration. A cooperative shall have a perpetual duration unless the cooperative provides for a limited per…

308B.241 BYLAWS. § Subdivision 1.Required. A cooperative shall have bylaws governing the cooperative's business affairs, structure, the qualifications, classification, rights and obligations of members, and the classifications, allocations, and distributions of membership interes…

308B.245 COOPERATIVE RECORDS. (a) A cooperative shall keep as permanent records minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting by a written unanimous consent in lieu of a meeting, and a record o…

308B.301 POWERS. § Subdivision 1.Generally. (a) In addition to other powers, a cooperative as an agent or otherwise: (1) may perform every act necessary or proper to the conduct of the cooperative's business or the accomplishment of the purposes of the cooperative; (2) has other …

308B.305 EMERGENCY POWERS. (a) In anticipation of or during an emergency defined in paragraph (d), the board may: (1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and (2) relocate the principal office, designate alternativ…

308B.311 AGRICULTURAL PRODUCT MARKETING CONTRACTS. § Subdivision 1.Authority. A cooperative and its patron member or patron may make and execute a marketing contract, requiring the patron member or patron to sell a specified portion of the patron member's or patron's agricultural…

308B.401 BOARD GOVERNS COOPERATIVE. A cooperative shall be governed by its board, which shall take all action for and on behalf of the cooperative, except those actions reserved or granted to members. Board action shall be by the affirmative vote of a majority of the directors vo…

308B.405 NUMBER OF DIRECTORS. The board shall not have less than five directors, except that a cooperative with 50 or fewer members may have three or more directors as prescribed in the articles or bylaws. History: 2003 c 105 art 1 s 23

308B.411 ELECTION OF DIRECTORS. § Subdivision 1.First board. The organizers shall elect and obtain the acknowledgment of the first board to serve until directors are elected by members. Until election by members, the first board shall appoint directors to fill any vacancies. § Su…

308B.415 FILLING VACANCIES. § Subdivision 1.Patron directors. If a patron member director's position becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in consultation with the directors elected by patron…

308B.421 REMOVAL OF DIRECTORS. § Subdivision 1.Modification. The provisions of this section apply unless modified by the articles or the bylaws. § Subd. 2.Removal of directors. A director may be removed at any time, with or without cause, if: (1) the director was named by the boa…

308B.425 BOARD OF DIRECTORS' MEETINGS. § Subdivision 1.Time and place. Meetings of the board may be held from time to time as provided in the articles or bylaws at any place within or without the state that the board may select or by any means described in subdivision 2. If the b…

308B.431 QUORUM. A majority, or a larger or smaller portion or number provided in the articles or bylaws, of the directors currently holding office is a quorum for the transaction of business. In the absence of a quorum, a majority of the directors present may adjourn a meeting f…

308B.435 ACT OF BOARD OF DIRECTORS. The board shall take action by the affirmative vote of the greater of (1) a majority of directors present at a duly held meeting at the time the action is taken, or (2) a majority of the minimum proportion or number of directors that would cons…

308B.441 ACTION WITHOUT A MEETING. § Subdivision 1.Method. An action required or permitted to be taken at a board meeting may be taken by written action signed by all of the directors. If the articles or bylaws so provide, any action, other than an action requiring member approva…

308B.445 AUDIT COMMITTEE. The board shall establish an audit committee to review the financial information and accounting report of the cooperative. The cooperative shall have the financial information audited for presentation to the members unless the bylaws allow financial stat…

308B.451 COMMITTEES. § Subdivision 1.Generally. A resolution approved by the affirmative vote of a majority of the board may establish committees having the authority of the board in the management of the business of the cooperative only to the extent provided in the resolution. …

308B.455 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…

308B.461 DIRECTOR CONFLICTS OF INTEREST. § Subdivision 1.Conflict and procedure when conflict arises. (a) A contract or other transaction between a cooperative and one or more of its directors, or between a cooperative and a business entity in or of which one or more of its direc…

308B.465 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 or bylaws except a…

308B.471 INDEMNIFICATION. § Subdivision 1.Definitions. (a) The definitions in this subdivision apply to this section. (b) "Cooperative" includes a domestic or foreign cooperative that was the predecessor of the cooperative referred to in this section in a merger or other transact…

308B.475 OFFICERS. § Subdivision 1.Required officers. (a) The board shall elect: (1) a chair; and (2) one or more vice-chairs. (b) The board shall elect or appoint: (1) a records officer; and (2) a financial officer. (c) The officers, other than the chief executive officer, shall…

308B.501 MEMBERS. § Subdivision 1.Requirement. A cooperative shall have one or more members. § Subd. 2.Grouping of members. (a) A cooperative may group members and patron members in districts, units, or on another basis if and as authorized in its articles or bylaws. The articles…

308B.505 MEMBER NOT LIABLE FOR COOPERATIVE DEBTS. A member is not, merely on the account of that status, personally liable for the acts, debts, liabilities, or obligations of a cooperative. A member is liable for any unpaid subscription for the membership interest, unpaid members…

308B.511 REGULAR MEMBERS' MEETINGS. § Subdivision 1.Annual meeting. Regular members' meetings shall be held annually at a time determined by the board, unless otherwise provided for in the bylaws. § Subd. 2.Location. The regular members' meeting shall be held at the principal pla…

308B.515 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 patron members and, if authorized, 20 percent of the nonpatr…

308B.521 CERTIFICATION OF MEETING NOTICE. § Subdivision 1.Certificate of mailing. After mailing special or regular members' meeting notices or otherwise delivering the notices, the cooperative shall execute a certificate containing the date of mailing or delivery of the notice an…

308B.525 QUORUM. § Subdivision 1.Quorum. The quorum for a members' meeting to transact business shall be: (1) ten percent of the total number of members for a cooperative with 500 or fewer members; or (2) 50 members for cooperatives with more than 500 members. § Subd. 2.Quorum fo…

308B.531 REMOTE COMMUNICATIONS FOR MEMBER MEETINGS. § Subdivision 1.Construction and application. This section shall be construed and applied to: (1) facilitate remote communication consistent with other applicable law; and (2) be consistent with reasonable practices concerning r…

308B.535 ACT OF MEMBERS. § Subdivision 1.Action by affirmative vote of members. (a) The members shall take action by the affirmative vote of the members of the greater of: (1) a majority of the voting power of the membership interests present and entitled to vote on that item of …

308B.541 ACTION WITHOUT A MEETING. § Subdivision 1.Method. An action required or permitted to be taken at a meeting of the members may be taken by written action signed, or consented to by authenticated electronic communication, by all of the members. If the articles, bylaws, or …

308B.545 MEMBER VOTING RIGHTS. § Subdivision 1.Member has one vote; or patronage voting. A patron member of a cooperative is only entitled to one vote on an issue to be voted upon by members holding patron membership interests, except that if authorized in the articles or bylaws …

308B.551 PATRON MEMBER VOTING BASED ON PATRONAGE. § Subdivision 1.Patron members may have additional vote. A cooperative may authorize by the articles or the bylaws for patron members to have an additional vote for: (1) a stipulated amount of business transacted between the patro…

308B.555 VOTING RIGHTS. § Subdivision 1.Determination. The board may fix a date not more than 60 days, or a shorter time period provided in the articles or bylaws, before the date of a meeting of members as the date for the determination of the owners of membership interests enti…

308B.561 VOTING BY ORGANIZATIONS AND LEGAL REPRESENTATIVES. § Subdivision 1.Membership interests held by another organization. Membership interests of a cooperative reflected in the required records as being owned by another domestic or foreign business entity may be voted by the…