Chapter 308B at a glance
A section-by-section map of Minnesota Statutes chapter 308B, the Minnesota Cooperative Associations Act, with one line on what each live section does and a link to its annotation.
Chapter 308B is the Minnesota Cooperative Associations Act § 308B.001. This page lists every live section in the text we ingest from the Revisor of Statutes P1, grouped by subject. The one-line descriptions are our summaries; the statute governs. Each section link opens our annotation and the verbatim text.
Preliminary and general#
| Section | Headnote | What it does |
|---|---|---|
| § 308B.001 | Citation | Names the chapter the Minnesota Cooperative Associations Act. P1 |
| § 308B.005 | Definitions | Defines the terms used in the chapter (address, member, patron, patronage, and others). P1 |
| § 308B.007 | Legal recognition of electronic records and signatures | Electronic records and signatures are valid. P1 |
| § 308B.101 | Reservation of right | The state reserves the right to amend or repeal the chapter. P1 |
| § 308B.111 | Filing fees | Default $35 filing fee unless otherwise provided. P1 |
| § 308B.115 | Registered office and agent | Requires a registered office; permits an agent and provides for changes under section 5.36. The historical subdivision-repeal notice does not repeal the current section. F20 |
| § 308B.121 | Annual renewal | Annual renewal by December 31; involuntary dissolution for failure to file; reinstatement. P1 |
| § 308B.152 | Foreign cooperatives; sections applicable | Foreign cooperatives are subject to chapter 303. P1 |
Organization#
| Section | Headnote | What it does |
|---|---|---|
| § 308B.201 | Organizational purpose | A cooperative may be organized for any lawful purpose. P1 |
| § 308B.205 | Organizers | One or more adult natural persons organize; organizational meeting or written action. P1 |
| § 308B.211 | Cooperative name | The name must be distinguishable on SOS records and is reserved to the cooperative. P1 |
| § 308B.215 | Articles of organization | Required contents of the articles; certificate of organization; $60 fee. P1 |
| § 308B.221 | Amendment of articles | Amendment of the articles: board resolution, member vote, signature, filing. P1 |
| § 308B.225 | Amendment of organizational documents to be governed by this chapter | A 308A cooperative may amend its documents to be governed by chapter 308B. P1 |
| § 308B.231 | Curative filing | Curative filing for a filing made in error; $500 fee. P1 |
| § 308B.235 | Existence | Existence begins on filing; perpetual unless the articles limit it. P1 |
| § 308B.241 | Bylaws | Required contents of bylaws; adoption and amendment; emergency bylaws. P1 |
| § 308B.245 | Cooperative records | Records the cooperative must keep, and where. P1 |
Powers#
| Section | Headnote | What it does |
|---|---|---|
| § 308B.301 | Powers | Powers of a cooperative. P1 |
| § 308B.305 | Emergency powers | Emergency powers. P1 |
| § 308B.311 | Agricultural product marketing contracts | Agricultural product marketing contracts. P1 |
Board of directors and officers#
| Section | Headnote | What it does |
|---|---|---|
| § 308B.401 | Board governs cooperative | The board governs the cooperative. P1 |
| § 308B.405 | Number of directors | At least five directors; a cooperative with 50 or fewer members may prescribe three or more in its articles or bylaws. P1 |
| § 308B.411 | Election of directors | Separate default member-majority and patron-election-majority rules; terms, districts and protected patron-elected board voting power. P1 |
| § 308B.415 | Filling vacancies | Filling board vacancies. P1 |
| § 308B.421 | Removal of directors | Removal of directors. P1 |
| § 308B.425 | Board of directors' meetings | Board meetings, electronic participation, notice (ten days; three for organizational meetings). P1 |
| § 308B.431 | Quorum | Board quorum: a majority of directors in office unless the articles or bylaws say otherwise. P1 |
| § 308B.435 | Act of board of directors | Greater of a majority of directors present when action is taken or a majority of the minimum quorum, subject to higher requirements. P1 |
| § 308B.441 | Action without a meeting | Board action without a meeting. P1 |
| § 308B.445 | Audit committee | Requires an audit committee; bylaws may permit unaudited statements with status/difference disclosures; separately requires independent review. P1 |
| § 308B.451 | Committees | Board committees. P1 |
| § 308B.455 | Standard of conduct | Director standard of conduct and reliance. P1 |
| § 308B.461 | Director conflicts of interest | Director conflicts of interest. P1 |
| § 308B.465 | Limitation of director's liability | Limitation of director liability. P1 |
| § 308B.471 | Indemnification | Indemnification. P1 |
| § 308B.475 | Officers | Required chair, vice-chair(s), records and financial officers; optional CEO; board-authorized binding power for officers other than the CEO. P1 |
Members and member voting#
| Section | Headnote | What it does |
|---|---|---|
| § 308B.501 | Members | Members; inspection of records; districts and units. P1 |
| § 308B.505 | Member not liable for cooperative debts | A member is not personally liable for cooperative debts by reason of membership alone. P1 |
| § 308B.511 | Regular members' meetings | Annual regular members' meeting and notice. P1 |
| § 308B.515 | Special members' meetings | Special members' meetings. P1 |
| § 308B.521 | Certification of meeting notice | Certification of meeting notice. P1 |
| § 308B.525 | Quorum | Member-quorum minimum: 10% of members (500 or fewer) or 50 members (more than 500); § 308B.535 permits a greater member-adopted requirement. P1 |
| § 308B.531 | Remote communications for member meetings | Remote participation in members' meetings. P1 |
| § 308B.535 | Act of members | Greater of a majority of voting power present and entitled to vote or a majority of quorum voting power, subject to higher requirements; greater quorum/vote provisions. P1 |
| § 308B.541 | Action without a meeting | Member action without a meeting. P1 |
| § 308B.545 | Member voting rights | Member voting rights: one vote per patron member; collective patron vote; no proxy except as stated. P1 |
| § 308B.551 | Patron member voting based on patronage | Optional additional patron votes based on patronage. P1 |
| § 308B.555 | Voting rights | Record date up to 60 days before the meeting; jointly owned interests. P1 |
| § 308B.561 | Voting by organizations and legal representatives | Voting by organizations and legal representatives. P1 |
| § 308B.565 | Proxies | Proxies: patron members may give proxies only to other patron members; valid 11 months unless a longer period is stated. P1 |
| § 308B.571 | Sale of property and assets | Sale of property and assets; when member approval is and is not required. P1 |
| § 308B.575 | Vote of ownership interests held by cooperative | How a cooperative votes ownership interests it holds in another business entity. P1 |
Membership interests#
| Section | Headnote | What it does |
|---|---|---|
| § 308B.601 | Membership interests | Membership interests; patron and nonpatron; minimum patron financial rights; transfer needs board approval. P1 |
| § 308B.605 | Assignment of financial rights | Assignment of financial rights. P1 |
| § 308B.611 | Nature of a membership interest and statement of interest owned | Nature of a membership interest; statement of interest owned. P1 |
| § 308B.615 | Certificated membership interests | Certificated membership interests. P1 |
| § 308B.621 | Lost certificates; replacement | Lost certificates and replacement. P1 |
| § 308B.625 | Restriction on transfer or registration of membership interests | Restrictions on transfer or registration of membership interests. P1 |
| § 308B.627 | Member control agreements | Member control agreements; cannot vary patron voting control or patron allocation rules. P1 |
Contributions, allocations and distributions#
| Section | Headnote | What it does |
|---|---|---|
| § 308B.701 | Authorization, form, and acceptance of contributions | Board authorizes and accepts contributions; form and valuation. P1 |
| § 308B.705 | Restatement of value of previous contributions | Restatement of the value of earlier contributions. P1 |
| § 308B.711 | Contribution agreements | Contribution agreements. P1 |
| § 308B.715 | Contribution rights agreements | Contribution rights agreements. P1 |
| § 308B.721 | Allocations and distributions to members | Allocations and distributions to members; patron share minimum. P1 |
| § 308B.725 | Allocations and distributions to patron members | Allocations and distributions to patron members: reserves, patronage distribution, forms of payment. P1 |
| § 308B.735 | Distribution of unclaimed property | Distribution of unclaimed property. P1 |
Merger, consolidation and abandonment#
| Section | Headnote | What it does |
|---|---|---|
| § 308B.801 | Merger and consolidation | Merger and consolidation. P1 |
| § 308B.805 | Merger of subsidiary | Merger of a subsidiary. P1 |
| § 308B.835 | Abandonment | Abandonment. P1 |
Dissolution#
| Section | Headnote | What it does |
|---|---|---|
| § 308B.901 | Methods of dissolution | Dissolution by the members or by court order. P1 |
| § 308B.903 | Notice of intent to dissolve | Notice of intent to dissolve filed with the SOS. P1 |
| § 308B.905 | Winding up | Winding up and distribution to members and former members. P1 |
| § 308B.911 | Revocation of dissolution proceedings | Revocation of dissolution proceedings. P1 |
| § 308B.915 | Statute of limitations | A creditor's claim against a dissolving cooperative is barred if not enforced within two years after the notice of intent to dissolve is filed. P1 |
| § 308B.921 | Articles of dissolution | Articles of dissolution. P1 |
| § 308B.925 | Application for court-supervised voluntary dissolution | Application for court-supervised voluntary dissolution. P1 |
| § 308B.931 | Court-ordered remedies or dissolution | Court-ordered remedies or dissolution. P1 |
| § 308B.935 | Procedure in involuntary or court-supervised voluntary dissolution | Procedure in involuntary or court-supervised voluntary dissolution. P1 |
| § 308B.941 | Receiver qualifications and powers | Receiver qualifications and powers. P1 |
| § 308B.945 | Dissolution action by attorney general; administrative dissolution | Dissolution action by the Attorney General; administrative dissolution. P1 |
| § 308B.951 | Filing claims in court-supervised dissolution proceedings | Filing claims in court-supervised dissolution proceedings. P1 |
| § 308B.955 | Discontinuance of court-supervised dissolution proceedings | Discontinuance of court-supervised dissolution proceedings. P1 |
| § 308B.961 | Court-supervised dissolution order | Court-supervised dissolution order. P1 |
| § 308B.965 | Filing court's dissolution order | Filing the court's dissolution order. P1 |
| § 308B.971 | Barring of claims | Barring of claims. P1 |
| § 308B.975 | Right to sue or defend after dissolution | Right to sue or defend after dissolution. P1 |
Sections not listed#
Section 308B.151 is wholly repealed and is omitted F20. Section § 308B.115 remains operative and is listed above: its notice about former subdivisions must not be mistaken for repeal of the current registered-office provision.
Related#
Statute sections referenced
- § 308B.001 CITATION.
- § 308B.005 DEFINITIONS.
- § 308B.007 LEGAL RECOGNITION OF ELECTRONIC RECORDS AND SIGNATURES.
- § 308B.101 RESERVATION OF RIGHT.
- § 308B.111 FILING FEES.
- § 308B.115 REGISTERED OFFICE AND AGENT.
- § 308B.121 ANNUAL RENEWAL.
- § 308B.151 [Repealed, 2008 c 203 s 14]
- § 308B.152 FOREIGN COOPERATIVES; SECTIONS APPLICABLE.
- § 308B.201 ORGANIZATIONAL PURPOSE.
- § 308B.205 ORGANIZERS.
- § 308B.211 COOPERATIVE NAME.
- § 308B.215 ARTICLES OF ORGANIZATION.
- § 308B.221 AMENDMENT OF ARTICLES.
- § 308B.225 AMENDMENT OF ORGANIZATIONAL DOCUMENTS TO BE GOVERNED BY THIS CHAPTER.
- § 308B.231 CURATIVE FILING.
- § 308B.235 EXISTENCE.
- § 308B.241 BYLAWS.
- § 308B.245 COOPERATIVE RECORDS.
- § 308B.301 POWERS.
- § 308B.305 EMERGENCY POWERS.
- § 308B.311 AGRICULTURAL PRODUCT MARKETING CONTRACTS.
- § 308B.401 BOARD GOVERNS COOPERATIVE.
- § 308B.405 NUMBER OF DIRECTORS.
- § 308B.411 ELECTION OF DIRECTORS.
- § 308B.415 FILLING VACANCIES.
- § 308B.421 REMOVAL OF DIRECTORS.
- § 308B.425 BOARD OF DIRECTORS' MEETINGS.
- § 308B.431 QUORUM.
- § 308B.435 ACT OF BOARD OF DIRECTORS.
- § 308B.441 ACTION WITHOUT A MEETING.
- § 308B.445 AUDIT COMMITTEE.
- § 308B.451 COMMITTEES.
- § 308B.455 STANDARD OF CONDUCT.
- § 308B.461 DIRECTOR CONFLICTS OF INTEREST.
- § 308B.465 LIMITATION OF DIRECTOR'S LIABILITY.
- § 308B.471 INDEMNIFICATION.
- § 308B.475 OFFICERS.
- § 308B.501 MEMBERS.
- § 308B.505 MEMBER NOT LIABLE FOR COOPERATIVE DEBTS.
- § 308B.511 REGULAR MEMBERS' MEETINGS.
- § 308B.515 SPECIAL MEMBERS' MEETINGS.
- § 308B.521 CERTIFICATION OF MEETING NOTICE.
- § 308B.525 QUORUM.
- § 308B.531 REMOTE COMMUNICATIONS FOR MEMBER MEETINGS.
- § 308B.535 ACT OF MEMBERS.
- § 308B.541 ACTION WITHOUT A MEETING.
- § 308B.545 MEMBER VOTING RIGHTS.
- § 308B.551 PATRON MEMBER VOTING BASED ON PATRONAGE.
- § 308B.555 VOTING RIGHTS.
- § 308B.561 VOTING BY ORGANIZATIONS AND LEGAL REPRESENTATIVES.
- § 308B.565 PROXIES.
- § 308B.571 SALE OF PROPERTY AND ASSETS.
- § 308B.575 VOTE OF OWNERSHIP INTERESTS HELD BY COOPERATIVE.
- § 308B.601 MEMBERSHIP INTERESTS.
- § 308B.605 ASSIGNMENT OF FINANCIAL RIGHTS.
- § 308B.611 NATURE OF A MEMBERSHIP INTEREST AND STATEMENT OF INTEREST OWNED.
- § 308B.615 CERTIFICATED MEMBERSHIP INTERESTS.
- § 308B.621 LOST CERTIFICATES; REPLACEMENT.
- § 308B.625 RESTRICTION ON TRANSFER OR REGISTRATION OF MEMBERSHIP INTERESTS.
- § 308B.627 MEMBER CONTROL AGREEMENTS.
- § 308B.701 AUTHORIZATION, FORM, AND ACCEPTANCE OF CONTRIBUTIONS.
- § 308B.705 RESTATEMENT OF VALUE OF PREVIOUS CONTRIBUTIONS.
- § 308B.711 CONTRIBUTION AGREEMENTS.
- § 308B.715 CONTRIBUTION RIGHTS AGREEMENTS.
- § 308B.721 ALLOCATIONS AND DISTRIBUTIONS TO MEMBERS.
- § 308B.725 ALLOCATIONS AND DISTRIBUTIONS TO PATRON MEMBERS.
- § 308B.735 DISTRIBUTION OF UNCLAIMED PROPERTY.
- § 308B.801 MERGER AND CONSOLIDATION.
- § 308B.805 MERGER OF SUBSIDIARY.
- § 308B.835 ABANDONMENT.
- § 308B.901 METHODS OF DISSOLUTION.
- § 308B.903 NOTICE OF INTENT TO DISSOLVE.
- § 308B.905 WINDING UP.
- § 308B.911 REVOCATION OF DISSOLUTION PROCEEDINGS.
- § 308B.915 STATUTE OF LIMITATIONS.
- § 308B.921 ARTICLES OF DISSOLUTION.
- § 308B.925 APPLICATION FOR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
- § 308B.931 COURT-ORDERED REMEDIES OR DISSOLUTION.
- § 308B.935 PROCEDURE IN INVOLUNTARY OR COURT-SUPERVISED VOLUNTARY DISSOLUTION.
- § 308B.941 RECEIVER QUALIFICATIONS AND POWERS.
- § 308B.945 DISSOLUTION ACTION BY ATTORNEY GENERAL; ADMINISTRATIVE DISSOLUTION.
- § 308B.951 FILING CLAIMS IN COURT-SUPERVISED DISSOLUTION PROCEEDINGS.
- § 308B.955 DISCONTINUANCE OF COURT-SUPERVISED DISSOLUTION PROCEEDINGS.
- § 308B.961 COURT-SUPERVISED DISSOLUTION ORDER.
- § 308B.965 FILING COURT'S DISSOLUTION ORDER.
- § 308B.971 BARRING OF CLAIMS.
- § 308B.975 RIGHT TO SUE OR DEFEND AFTER DISSOLUTION.
Related
Sources
- F1 Minnesota Statutes § 5.14 — Expedited service, Minnesota Revisor of Statutes. revisor.mn.gov (primary; accessed October 16, 2026)
- F2 Minnesota Statutes § 5.60 — Late filing penalty, Minnesota Revisor of Statutes. revisor.mn.gov (primary; accessed October 16, 2026)
- F20 Sections 308B.115 and 308B.151 — Operative provision and repeal notice, Minnesota Revisor of Statutes. revisor.mn.gov · revisor.mn.gov (primary; accessed October 16, 2026)
- P1 Minnesota Statutes, Chapter 308B (Cooperative Associations), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)