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§ 308B.305 Emergency Powers

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.

(a) In anticipation of or during an emergency defined in paragraph (d), the board may:

(1) modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and

(2) relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(b) During an emergency as contemplated in paragraph (d), unless emergency bylaws provide otherwise:

(1) notice of a meeting of the board need be given only to those directors to whom it is practicable to reach and may be given in any practicable manner, including by publication or radio; and

(2) one or more officers of the cooperative present at a meeting of the board may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(c) Cooperative action taken in good faith during an emergency under this section to further the ordinary business affairs of the cooperative:

(1) binds the cooperative; and

(2) may not be the basis for the imposition of liability on any director, officer, employee, or agent of the cooperative on the grounds that the action was not an authorized cooperative action.

(d) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.

History: 2003 c 105 art 1 s 20

Notes & interpretation Not part of the law

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

In plain language#

An "emergency" under this section exists only if "a quorum of the directors cannot readily be obtained because of a catastrophic event." P1, § 308B.305, para. (d) In anticipation of or during an emergency, the board may change lines of succession and move or add offices. During an emergency, unless emergency bylaws say otherwise, board notice can be short and informal and officers can stand in as directors to make a quorum.

Paragraph by paragraph#

  • (a) In anticipation of or during an emergency, the board may (1) modify lines of succession to accommodate the incapacity of any director, officer, employee or agent, and (2) relocate the principal office, designate alternative principal or regional offices, or authorize the officers to do so.
  • (b) During an emergency, unless emergency bylaws provide otherwise: (1) notice of a board meeting need be given only to directors "to whom it is practicable to reach," in any practicable manner, "including by publication or radio"; and (2) officers present at a board meeting may be deemed directors for that meeting, "in order of rank and within the same rank in order of seniority," as necessary to reach a quorum.
  • (c) Protection. Cooperative action taken in good faith during an emergency to further ordinary business affairs binds the cooperative and cannot be the basis for liability of any director, officer, employee or agent on the ground that it was not authorized cooperative action.
  • (d) Definition. Quorum cannot readily be obtained because of a catastrophic event.

How it works in practice#

  • This section sits next to § 308B.241, subd. 7, which lets the board adopt emergency bylaws with the same definition of emergency. Paragraph (b) here defers to emergency bylaws if they exist. A cooperative that wants different emergency rules (for example, named substitute directors) should adopt them in advance.
  • The section does not define "catastrophic event" or say who decides that one has occurred.
  • Ordinary board notice and quorum rules are in § 308B.425 and § 308B.431. Officer positions are in § 308B.475.

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)

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