§ 308B.245 Cooperative Records

In plain language#

Cooperative records must be kept. Some are permanent, some must be at the principal office, and the board decides the rest. A member's right to inspect these records is in § 308B.501, subd. 4. ^{P1, § 308B.245}

Subdivision by subdivision#

(a) Permanent records. Minutes of all meetings of the members and of the board; a record of all actions taken by members or the board without a meeting by unanimous written consent; and a record of all waivers of notice of meetings of members and of the board.

(b) Accounting. The cooperative must "maintain appropriate accounting records."

(c) Form. Records may be written "or in another form capable of conversion into written form within a reasonable time." See also § 308B.007.

(d) Kept at the principal office. A copy of each of:

1. the articles and other governing instruments;
2. the bylaws or similar instruments;
3. a record of the names and addresses of members, in a form that allows an alphabetical list with each member's address;
4. minutes of members' meetings and records of members' unanimous written actions, for the past three years;
5. all written communications within the past three years to members as a group or to any class of members as a group;
6. a list of the names and business addresses of current directors and officers;
7. a copy of its most recent periodic registration delivered to the secretary of state under § 308B.121; and
8. all financial statements prepared for periods ending during the last fiscal year.

(e) Board discretion. "Except as otherwise limited by this chapter," the board decides what records are appropriate, how long to retain them, and policies on confidentiality, disclosure, inspection and copying.

How it works in practice#

• Items (a) and (d) overlap but are not identical. Minutes of meetings are permanent records under (a), but only the last three years must be at the principal office under (d)(4).
• Keep the cooperative's own list of members current. "Member" is defined by the books (§ 308B.005, subd. 15), and the list is part of what a member can ask to inspect.
• A cooperative's calendar for annual compliance should include updating the director and officer list and filing the annual renewal (§ 308B.121); see Keep your cooperative in good standing each year and Document checklist for forming and running a 308B cooperative.
• Member inspection rights are narrower than this list: § 308B.501, subd. 4 excludes records of equity held by any person, accounts receivable or amounts due, and personnel records.

Related#

• Member inspection right: § 308B.501
• Audit committee and audited statements: § 308B.445
• Document checklist: Document checklist for forming and running a 308B cooperative