Minn. Stat. § 308B.541: Action Without A Meeting

§ 308B.541 Action Without A Meeting

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. Method.

An action required or permitted to be taken at a meeting of the members may be taken by written action signed, or consented to by authenticated electronic communication, by all of the members. If the articles, bylaws, or a member control agreement so provide, any action may be taken by written action signed, or consented to by authenticated electronic communication, by the members who own voting power equal to the voting power that would be required to take the same action at a meeting of the members at which all members were present.

Subdivision 2. Effective time.

The written action is effective when signed or consented to by authenticated electronic communication by the required members, unless a different effective time is provided in the written action.

Subdivision 3. Notice and liability.

When written action is permitted to be taken by less than all members, all members must be notified immediately of its text and effective date. Failure to provide the notice does not invalidate the written action. A member who does not sign or consent to the written action has no liability for the action or actions taken by the written action.

History: 2003 c 105 art 1 s 46

Notes & interpretation Not part of the law

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

In plain language#

Anything the members could do at a meeting they can do on paper (or by authenticated electronic consent) if all members sign. A cooperative may also permit action by less than all members, but only if its articles, bylaws or a member control agreement say so; then it takes signatures from members holding the voting power that would have been required to pass the same action at a meeting where every member was present.

Subdivision by subdivision#

Subd. 1. All members, or (if authorized in the governing documents) the members holding the voting power that the action would need at a fully attended meeting.
Subd. 2. The action takes effect when the required members have signed or consented, unless the written action sets a different effective time.
Subd. 3. If action is taken by fewer than all members, every member must be notified immediately of its text and effective date. Failure to notify does not invalidate the action. A member who did not sign or consent has no liability for what the written action did.

How it works in practice#

Unanimous written action is simple and needs no special authorization. Action by less than all members requires a provision in the articles, bylaws or member control agreement, so consider adding it when drafting the bylaws (Write the bylaws).
For a cooperative with many members, unanimous consent is rarely realistic. Large cooperatives will usually rely on meetings, with remote options under § 308B.531.
For non-unanimous written action, calculate the voting power needed at a fully attended meeting, applying § 308B.535 and any action-specific or larger approval requirements.

Default vote required: § 308B.535
Remote meetings and electronic consent: § 308B.531

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)

members voting meetings