§ 308B.525 Quorum

In plain language#

Subd. 1 – Quorum. For a members' meeting to transact business, the statutory quorum minima are (subject to valid greater requirements under § 308B.535, subd. 3):

• 10 percent of the total number of members for a cooperative with 500 or fewer members; or
• 50 members for a cooperative with more than 500 members. ^{P1, § 308B.525}

Subd. 2 – Mail and alternative votes. In counting a quorum on a question submitted by mail or an alternative method, members present in person or represented by mail vote or alternative vote are counted. Attendance sufficient for a quorum is "established by a registration of the members … present at the meeting," verified by the chair or records officer and reported in the minutes.

Subd. 3 – No quorum, no action. "An action by a cooperative is not valid or legal in the absence of a quorum at the meeting at which the action was taken."

How it works in practice#

• Examples at the statutory minima (our arithmetic): 40 members yields a quorum of 4; 500 members yields 50; 501 members yields 50. Check for a greater valid requirement before using these numbers. The member list is kept under § 308B.245.
• Members may adopt articles or bylaws requiring a greater quorum under § 308B.535, subd. 3. Adopting, changing or deleting a greater requirement must satisfy the greater of the existing and proposed quorum, vote and voting-group requirements. § 308B.241, subd. 5 reserves greater-quorum bylaws and their amendments to members, not the board.
• Register attendance and have the chair or records officer verify and record it in the minutes. This record also supports the certificate in § 308B.221 subd. 2, which requires a statement of the quorum registered for an articles amendment.
• Voting rules for acts of members: § 308B.535; voting by mail: § 308B.411, subd. 5 (director elections).

Related#

• Meetings: § 308B.511, § 308B.515 · Act of members: § 308B.535
• Voting rules: Member voting rules in Chapter 308B