Glossary

Every defined term in Chapter 308B and the cooperative vocabulary around it.

• Address

  Chapter 308B defines an address as a mailing address with zip code, and a registered address as an actual office location that may not be a post office box.

• Allocated patronage equity

  Allocated patronage equity is a term chapter 308B uses as a form of patronage distribution without defining it; it refers to patronage retained in the cooperative and allocated to a member's account.

• Allocation unit

  An allocation unit is a functional, divisional, departmental, geographic or other unit a cooperative may set up to account for and distribute net income to patrons separately; chapter 308B also permits pooling.

• Alternative ballot

  An alternative ballot is a voting method prescribed in advance by the board, including electronic, telephonic, Internet or other means reasonably allowing members to vote.

• Annual renewal

  The annual renewal is the filing every 308B cooperative must make with the Secretary of State by December 31 of each calendar year after the year it was incorporated.

• Articles

  Articles are a cooperative's articles of organization as originally filed with the Secretary of State and as later amended.

• Association

  Chapter 308B defines an association as an organization doing business on a cooperative plan under Minnesota or another state's laws and chartered under other laws of either state.

• Audit committee

  An audit committee is a committee the board must establish to review financial information and accounting reports and ensure an independent review of the cooperative's finances and audit.

• Board

  The board means the cooperative's board of directors, which under chapter 308B governs the cooperative.

• Business entity

  A business entity is a company, LLC, LLP or other legal entity or association, domestic or foreign, as chapter 308B uses the term.

• Bylaws

  Bylaws are the cooperative's internal rules, which chapter 308B requires every cooperative to have, covering its business affairs, structure, member rights and membership interests.

• Capital credit

  A capital credit is a bookkeeping credit to a member's account for patronage allocated but not paid in cash; chapter 308B names capital credits as a form of distribution but does not define them.

• Capital reserve

  A capital reserve is a portion of net income allocated to patron membership interests that the board sets aside as it determines advisable, under chapter 308B.

• Certificate of organization

  The certificate of organization is the certificate the Secretary of State issues to a Chapter 308B cooperative after its articles are filed; the cooperative's existence begins on filing.

• Chapter

  In chapter 308B, "chapter" means sections 308B.001 to 308B.975, the Minnesota Cooperative Associations chapter.

• Chief executive officer

  A chief executive officer is a manager the board of a 308B cooperative may employ to run day-to-day affairs, without authority reserved to the board or members.

• Contribution

  A contribution is value provided to the cooperative: chapter 308B allows money, property, services or a signed written obligation, subject to board authorization and acceptance and separate membership-interest issuance rules.

• Contribution agreement

  A contribution agreement must be written and signed to be enforceable against the would-be contributor; its default six-month irrevocable period can be changed by the agreement or the required unanimous consent.

• Cooperative

  Under chapter 308B a cooperative is an association organized under the chapter and conducting business on a cooperative plan as the chapter provides.

• Cooperative principles

  The cooperative principles are the seven principles the International Cooperative Alliance publishes as guidelines for cooperatives; they are not defined in chapter 308B.

• Curative filing

  A curative filing is a corrected document filed after the Secretary of State revokes and expunges an erroneous filing made by the cooperative; the statute sets a $500 fee.

• Delegate

  A delegate is a person chosen by a unit or district of members to represent them at members' meetings, if the articles or bylaws provide for delegates.

• Director

  A director serves on the cooperative's governing board; unless the articles or bylaws provide otherwise, a majority are members and a majority are elected exclusively by patron members.

• Domestic business entity

  A domestic business entity is a business entity organized under Minnesota law, as chapter 308B uses the term.

• Domestic cooperative

  For chapter 308B's definitions, a domestic cooperative is one organized under Minnesota chapter 308B or chapter 308A.

• Filed with the secretary of state

  A document is filed with the Secretary of State when it meets the chapter's requirements, is signed, comes with the filing fee, and is delivered; the Secretary of State then endorses and records it.

• Financial rights

  Financial rights are the part of a membership interest that covers profit and loss shares and distributions; chapter 308B makes them transferable, subject to restrictions, without giving the assignee governance rights.

• Foreign business entity

  A foreign business entity is any business entity that is not organized under Minnesota law, as chapter 308B uses the term.

• Foreign cooperative

  A foreign cooperative is an out-of-state business entity organized to do business on a cooperative plan consistent with chapter 308B or 308A.

• Governance rights

  Governance rights are the voting and control part of a membership interest; chapter 308B names them in the definition of membership interest but does not define them separately.

• Involuntary dissolution

  Involuntary dissolution can follow a missed annual renewal or a court action on statutory grounds; court remedies are not limited to actions brought by the attorney general.

• Member

  A member is a person or entity shown on the cooperative's books as owner of the governance rights of a membership interest, and includes both patron and nonpatron members.

• Member control agreement

  A member control agreement governs business or member relations under chapter 308B only with all required signatures; it cannot vary the protected patron voting and allocation provisions.

• Members' meeting

  A members' meeting is either a regular members' meeting or a special members' meeting.

• Membership interest

  A membership interest is a member's stake in the cooperative, made up of financial rights and governance rights and the rights to assign each, and it includes both patron and nonpatron interests.

• Minnesota limited liability company

  A Minnesota limited liability company is one governed by Minnesota Statutes chapter 322C.

• Nonpatron membership interest

  A nonpatron membership interest is one whose holder does not have to do patronage business with the cooperative to receive financial rights or distributions.

• Notice of intent to dissolve

  A notice of intent to dissolve is the document a 308B cooperative files with the Secretary of State before beginning voluntary dissolution, stating the name, the members' meeting and that the requisite vote approved dissolution.

• One member, one vote

  One member, one vote is the cooperative principle that each member has an equal vote; in chapter 308B a patron member has one vote on patron-interest issues, with limited exceptions.

• Organizational meeting

  The organizational meeting is the meeting the organizers or named directors hold, or the written action they take, after the articles are filed to complete the cooperative's organization.

• Organizer

  An organizer is an adult natural person who signs the articles to form a Chapter 308B cooperative, acting for themselves or as agents of other entities; they need not be members.

• Patron

  A patron is a person or entity that does patronage business with the cooperative; a patron need not be a member.

• Patron member

  A patron member is a member who holds a patron membership interest, which requires patronage business with the cooperative.

• Patron membership interest

  A patron membership interest is one whose holder must do patronage business with the cooperative, as the cooperative specifies, to receive financial rights or distributions.

• Patronage

  Patronage means business, transactions or services done for or with the cooperative, as the cooperative itself defines them.

• Patronage distribution

  A patronage distribution is net income allocated to patron members above dividends and reserve additions, which chapter 308B requires to be distributed on the basis of patronage.

• Patronage dividend

  A patronage dividend, for federal tax purposes, is an amount paid to a patron by a cooperative on the basis of business done with the patron, under a pre-existing obligation, and determined by reference to net earnings from that business.

• Proxy

  A proxy is a member's authority for another to vote for the member; under chapter 308B a patron member may grant one only to another patron member, and an appointment lasts 11 months unless it says longer.

• Quorum

  A quorum is the attendance needed to act: member quorums have statutory minimums that members may increase; board quorums default to a majority of directors in office, subject to the articles or bylaws.

• Record date

  A record date is a date, up to 60 days before a members' meeting, that the board may fix to decide who is entitled to notice of and to vote at that meeting.

• Records officer

  The records officer is an officer the board of a 308B cooperative must elect or appoint, whose office may be combined with the financial officer's.

• Registered agent

  A registered agent is the person or entity named in the articles, if any, to receive legal papers at the registered office; chapter 308B makes naming one optional.

• Registered office

  The registered office is the street address that a Chapter 308B cooperative must state in its articles; the statute says it may not be a P.O. box.

• Revolving fund certificate

  A revolving fund certificate can evidence retained patronage; chapter 308B permits it as a distribution form, while federal written-notice treatment depends on the required disclosures.

• Signed

  A document is signed when a person's signature is on it, and for an SOS filing the signer must be authorized by the chapter, the articles or bylaws, or a resolution; electronic and facsimile signatures count.

• Written notice of allocation

  A written notice of allocation is, for federal tax purposes, a capital stock, revolving fund certificate, retain certificate, certificate of indebtedness, letter of advice or other written notice that states the dollar amount allocated and the portion that is a patronage dividend.