Title Minnesota Statutes, Minnesota Statutes

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

308A.911 VOLUNTARY DISSOLUTION BY MEMBERS. § Subdivision 1.Meeting to consider dissolution. A regular or a special members' meeting may be called to consider dissolution of a cooperative. § Subd. 2.Approval. The proposed dissolution must be submitted for approval at the members' …

308A.915 WINDING UP. § Subdivision 1.Collection and payment of debts. After the notice of intent to dissolve has been filed with the secretary of state, the board, or the officers acting under the direction of the board, shall proceed as soon as possible: (1) to collect or make p…

308A.921 REVOCATION OF DISSOLUTION PROCEEDINGS. § Subdivision 1.Authority to revoke. Dissolution proceedings may be revoked before the articles of dissolution are filed with the secretary of state. § Subd. 2.Revocation by members. The chair or president may call a members' meetin…

308A.925 STATUTE OF LIMITATIONS. The claim of a creditor or claimant against a dissolving cooperative is barred if the claim has not been enforced by initiating legal, administrative, or arbitration proceedings concerning the claim by two years after the date the notice of intent…

308A.931 ARTICLES OF DISSOLUTION. § Subdivision 1.Conditions to file. Articles of dissolution of a cooperative shall be filed with the secretary of state after payment of the claims of all known creditors and claimants has been made or provided for and the remaining property has …

308A.935 APPLICATION FOR COURT-SUPERVISED VOLUNTARY DISSOLUTION. After a notice of intent to dissolve has been filed with the secretary of state and before a certificate of dissolution has been issued, the cooperative or, for good cause shown, a member or creditor may apply to a …

308A.941 COURT-ORDERED REMEDIES OR DISSOLUTION. § Subdivision 1.Conditions for relief. A court may grant equitable relief that it deems just and reasonable in the circumstances or may dissolve a cooperative and liquidate its assets and business: (1) in a supervised voluntary diss…

308A.945 PROCEDURE IN INVOLUNTARY OR COURT-SUPERVISED VOLUNTARY DISSOLUTION. § Subdivision 1.Action before hearing. In dissolution proceedings before a hearing can be completed the court may: (1) issue injunctions; (2) appoint receivers with all powers and duties that the court d…

308A.951 RECEIVER QUALIFICATIONS AND POWERS. § Subdivision 1.Qualifications. Any person qualified under section 576.26 may be appointed as a receiver. A receiver must give a bond as required by section 576.27. § Subd. 2.Powers. A receiver may sue and defend all actions as receive…

308A.955 DISSOLUTION ACTION BY ATTORNEY GENERAL. § Subdivision 1.Conditions to begin action. A cooperative may be dissolved involuntarily by a decree of a court in this state in an action filed by the attorney general if it is established that: (1) the articles and certificate of…

308A.961 FILING CLAIMS IN COURT-SUPERVISED DISSOLUTION PROCEEDINGS. § Subdivision 1.Filing under oath. In proceedings to dissolve a cooperative, the court may require all creditors and claimants of the cooperative to file their claims pursuant to section 576.49. The receiver or a…

308A.965 DISCONTINUANCE OF COURT-SUPERVISED DISSOLUTION PROCEEDINGS. The involuntary or supervised voluntary dissolution of a cooperative may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court s…

308A.971 COURT-SUPERVISED DISSOLUTION ORDER. § Subdivision 1.Conditions for dissolution order. In an involuntary or supervised voluntary dissolution after the costs and expenses of the proceedings and all debts, obligations, and liabilities of the cooperative have been paid or di…

308A.975 FILING COURT'S DISSOLUTION ORDER. After the court enters an order dissolving a cooperative, the court administrator shall cause a certified copy of the dissolution order to be filed with the secretary of state. The secretary of state may not charge a fee for filing the d…