§ 308B.405 Number Of Directors

In plain language#

Every 308B cooperative needs a board. The default floor is five directors. A cooperative with 50 or fewer members may go down to three, but only if the articles of incorporation or bylaws say so. If they are silent, the five-director floor applies.

The statute sets a minimum only. It does not set a maximum, and it does not say how directors are chosen; see § 308B.411 for election and § 308B.215 for what the articles must contain.

How it works in practice#

• A founding group of three to five people that wants a three-person board should say so expressly in the bylaws (or the articles) and keep the membership at or below 50. The threshold is tested against members, not directors or employees.
• If a cooperative grows beyond 50 members, the small-cooperative exception no longer applies. Plan the increase to at least five directors before admitting members beyond that limit; this section does not authorize waiting until the next annual meeting.
• Quorum and vote counts are not set here. They follow the bylaws and the other provisions of the chapter.

Related#

• Articles content: § 308B.215
• Election of directors: § 308B.411