Minn. Stat. § 308B.205: Organizers

§ 308B.205 Organizers

Statute text

Extracted from the Revisor of Statutes; first captured here October 15, 2026. Formatting and whitespace are normalized. Extraction can contain errors; the linked official text controls.

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 members of the cooperative.

Subdivision 2. Role of organizers.

If the first board is not named in the articles of organization, the organizers may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected or until a contribution is accepted, whichever occurs first.

Subdivision 3. Meeting.

After the filing of articles of organization, the organizers or the directors named in the articles of organization shall either hold an organizational meeting at the call of a majority of the organizers or of the directors named in the articles, or take written action for the purposes of transacting business and taking actions necessary or appropriate to complete the organization of the cooperative, including, without limitations, amending the articles, electing directors; adopting bylaws, adopting banking resolutions, authorizing or ratifying the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, and materials; adopting a fiscal year for the cooperative; contracting to receive and accept contributions; and making any appropriate tax elections. If a meeting is held, the person or persons calling the meeting shall give at least three days' notice of the meeting to each organizer or director named, stating the date, time, and place of the meeting. Organizers and directors may waive notice of an organizational meeting in the same manner that a director may waive notice of meetings of the board.

History: 2003 c 105 art 1 s 10

Notes & interpretation Not part of the law

Verified against sources: October 15, 2026Last edited: October 16, 2026

In plain language#

"Organizers" are the people who sign and file the articles and get the cooperative started. You need at least one, and each must be an adult natural person (a human being, not an entity). An organizer may act personally or as agent of another entity. Organizers do not have to be members. ^{P1, § 308B.205, subd. 1}

Subdivision by subdivision#

Subd. 1 – Qualification. One or more adult natural persons. They "may act for themselves as individuals or as the agents of other entities." They "need not be members of the cooperative."

Subd. 2 – Role of organizers. If the articles do not name the first board, the organizers may elect the first board, or may themselves act as directors "with all of the powers, rights, duties, and liabilities of directors." That role lasts until directors are elected or until a contribution is accepted, whichever comes first.

Subd. 3 – Organizational meeting. After the articles are filed, the organizers (or the directors named in the articles) must either hold an organizational meeting or take written action, to transact the business "necessary or appropriate to complete the organization of the cooperative." The text lists, "without limitation": amending the articles, electing directors, adopting bylaws, adopting banking resolutions, authorizing or ratifying acquisition of space, furniture and supplies, adopting a fiscal year, contracting to receive and accept contributions, and making tax elections. If a meeting is held:

it is called by a majority of the organizers, or of the directors named in the articles;
the caller must give at least three days' notice to each organizer or director named, stating the date, time and place; and
notice may be waived "in the same manner that a director may waive notice of meetings of the board" (see § 308B.425, subd. 5).

How it works in practice#

A founding group with one organizer still needs a board. The minimum board size is in § 308B.405, and the first board is elected under § 308B.411, subd. 1. The three-day notice here matches the three days for board organizational meetings in § 308B.425, subd. 3.
Nothing in this section sets a deadline for the organizational meeting. It says only that it follows filing.
Because bylaws "shall be adopted before any distributions to members" and, in some cases, before contributions to a class are accepted (§ 308B.241, subd. 3), the organizational meeting is where those steps normally happen. See Hold the organizational meeting.

Articles content: § 308B.215
Election of the first board: § 308B.411
Organizational meeting guide: Hold the organizational meeting

Sources

P1 Minnesota Statutes, Chapter 308B (Cooperative Associations), Office of the Revisor of Statutes, State of Minnesota. revisor.mn.gov (primary; accessed October 15, 2026)

formation organizers