§ 308B.215 Articles Of Organization

In plain language#

The articles of organization are the cooperative's charter. Subdivision 1 lists six categories of required information, including duration only if not perpetual and a registered agent only if one is appointed. Other lawful provisions are optional; the organizers sign, and the original is filed with the secretary of state. ^{P1, § 308B.215}

Subdivision by subdivision#

Subd. 1 – Requirements. The articles must include:

1. the name of the cooperative (§ 308B.211);
2. the purpose (§ 308B.201);
3. the name and address of each organizer (§ 308B.205);
4. the period of duration, if it is not to be perpetual (§ 308B.235, subd. 2);
5. the name of the registered agent, if any; and
6. the address of the registered office.

The articles "may contain any other lawful provision," and "shall be signed by the organizers." A registered address must be both mailing address and actual office location, not a post office box (§ 308B.005, subd. 2).

Subd. 2 – Filing. The original articles are filed with the secretary of state. The statute text sets the filing fee for articles at $60.

Subd. 3 – Effect of filing. Once filed and the fee paid, it "shall be presumed" that: (1) all conditions precedent required of the organizers have been met; (2) the cooperative has been chartered by the state as a separate legal entity; and (3) the secretary of state shall issue a certificate of organization to the cooperative.

How it works in practice#

• The mandatory contents are short. Many structural matters (classes of membership, voting, capital, patronage rules, director qualifications) are not required to be in the articles, but § 308B.241, subd. 2 says the bylaws must state them "if not stated in the articles." Founders choose where each rule lives; see Write the articles of organization and Write the bylaws.
• Putting a rule in the articles usually makes it harder to change, because articles are amended under § 308B.221 and the amendment is filed with the secretary of state. That is a drafting consequence of the amendment sections, not an express statement in this section.
• The articles are filed before the organizational meeting (§ 308B.205, subd. 3); existence begins on filing (§ 308B.235, subd. 1).
• Subd. 3 speaks of a presumption. It does not say who may rebut it or how.

Related#

• Name: § 308B.211 · Purpose: § 308B.201 · Organizers: § 308B.205
• Amending articles: § 308B.221
• Bylaws: § 308B.241
• Step-by-step: Form a Minnesota cooperative under Chapter 308B