Minn. Stat. § 308B.421: Removal Of Directors

§ 308B.421 Removal Of Directors

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. Modification.

The provisions of this section apply unless modified by the articles or the bylaws.

Subdivision 2. Removal of directors.

A director may be removed at any time, with or without cause, if:

(1) the director was named by the board to fill a vacancy;

(2) the members have not elected directors in the interval between the time of the appointment to fill a vacancy and the time of the removal; and

(3) a majority of the remaining directors present affirmatively vote to remove the director.

Subdivision 3. Removal by members.

Any one or all of the directors may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors; provided that if a director has been elected solely by the patron members or the holders of a class or series of membership interests as stated in the articles or bylaws, then that director may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members for a director elected by the patron members or of all membership interests of that class or series entitled to vote at an election of that director.

Subdivision 4. Election of replacements.

New directors may be elected at a meeting at which directors are removed.

History: 2003 c 105 art 1 s 26

Notes & interpretation Not part of the law

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

In plain language#

The default rules are in this section, and the articles or bylaws can change them (subd. 1). ^{P1, § 308B.421}

Removal by the board (subd. 2). A director may be removed "at any time, with or without cause" only if (1) the board appointed the director to fill a vacancy, (2) the members have not elected directors since that appointment, and (3) a majority of the remaining directors present vote to remove. That is a narrow power.
Removal by members (subd. 3). Any one or all directors may be removed at any time, with or without cause, by a majority of the voting power of membership interests entitled to vote at an election of directors. Exception: if a director was elected solely by patron members, or by a class or series stated in the articles or bylaws, only a majority of the voting power of that group can remove the director.
Replacements (subd. 4). New directors may be elected at the meeting at which directors are removed.

How it works in practice#

Removing a director generally means a members' vote at a regular or special meeting (§ 308B.511, § 308B.515). Special-meeting petition thresholds are in § 308B.515; the notice must state the purpose.
Because subd. 1 lets the articles or bylaws modify these rules, a cooperative that wants "for cause only," a supermajority, or a different process should say so in its documents.
Under the default rule, the electing constituency is the removing constituency for patron-elected and class- or series-elected directors. § 308B.411, subd. 2(b)'s patron-elected board majority is itself a default subject to the articles or bylaws.
Vacancies after removal: § 308B.415.

Election: § 308B.411 · Vacancies: § 308B.415
Member meetings: § 308B.511, § 308B.515

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 removal governance voting