Minn. Stat. § 308B.415: Filling Vacancies

§ 308B.415 Filling Vacancies

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. Patron directors.

If a patron member director's position becomes vacant or a new director position is created for a director that was or is to be elected by patron members, the board, in consultation with the directors elected by patron members, shall appoint a patron member of the cooperative to fill the director's position until the next regular or special members' meeting. If there are no directors elected by patron members on the board at the time of the vacancy, a special patron members' meeting shall be called to fill the patron member director vacancy.

Subdivision 2. Nonpatron directors.

If the vacating director was not elected by the patron members or a new director position is created, unless otherwise provided in the articles or bylaws, the board shall appoint a director to fill the vacant position by majority vote of the remaining or then serving directors even though less than a quorum. At the next regular or special members' meeting, the members or patron members shall elect a director to fill the unexpired term of the vacant director's position.

History: 2003 c 105 art 1 s 25

Notes & interpretation Not part of the law

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

In plain language#

How a vacancy is filled depends on who elected the departing director. ^{P1, § 308B.415}

Subd. 1 – Patron directors. If a patron-elected director's seat is vacant, or a new seat is created for a director to be elected by patron members, the board, "in consultation with the directors elected by patron members," appoints a patron member to serve until the next regular or special members' meeting. If no patron-elected directors are on the board at the time, a special patron members' meeting must be called to fill the seat.

Subd. 2 – Nonpatron directors. Unless the articles or bylaws say otherwise, if the departing director was not patron-elected (or a new seat is created), the board appoints a replacement by majority vote of the remaining directors "even though less than a quorum." At the next regular or special members' meeting the members or patron members elect a director for the unexpired term.

How it works in practice#

Subd. 2 lets the remaining directors act even if they are below quorum, a rule the quorum section (§ 308B.431) does not itself address. Subd. 1 has no similar language, so an appointment of a patron director has to be supported by a quorum unless the bylaws say otherwise. [INFERENCE: the statute does not state this directly.]
Calling a special members' meeting: § 308B.515. Subd. 1's special patron-members' meeting is a variety of that meeting; its notice rules are those in 308B.515.
Until the first member election, the first board fills vacancies itself (§ 308B.411, subd. 1).
Directors appointed to fill a vacancy can be removed by the board under § 308B.421, subd. 2, if the members have not held an election in between.

Election of directors: § 308B.411 · Removal: § 308B.421
Director rules: Director and officer rules in Chapter 308B

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)

board-of-directors vacancies governance