§ 308B.545 Member Voting Rights

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. Member has one vote; or patronage voting.

A patron member of a cooperative is only entitled to one vote on an issue to be voted upon by members holding patron membership interests, except that if authorized in the articles or bylaws a patron member may be entitled to additional votes based on patronage criteria in section 308B.551. On any matter of the cooperative, the entire patron members voting power shall be voted collectively based upon the vote of the majority of patron members voting on the issue and the collective vote of the patron members shall be a majority of the vote cast unless otherwise provided in the bylaws. The bylaws may not reduce the collective patron member vote to less than 15 percent of the total vote on matters of the cooperative. A nonpatron member has the voting rights in accordance to his nonpatron membership interests as granted in the bylaws, subject to the provisions of this chapter.

Subdivision 2. Right to vote at meeting.

A member or delegate may exercise voting rights on any matter that is before the members as prescribed in the articles or bylaws at a members' meeting from the time the member or delegate arrives at the members' meeting, unless the articles or bylaws specify an earlier and specific time for closing the right to vote.

Subdivision 3. Voting method.

A member's vote at a members' meeting shall be in person or by mail if a mail vote is authorized by the board or by alternative method if authorized by the board and not by proxy, except as provided in subdivision 4.

Subdivision 4. Members represented by delegates.

(a) The provisions of this subdivision apply to members represented by delegates.

(b) A cooperative may provide in the articles or bylaws that units or districts of members are entitled to be represented at members' meetings by delegates chosen by the members of the unit or district. The delegates may vote on matters at the members' meeting in the same manner as a member. The delegates may only exercise the voting rights on a basis and with the number of votes as prescribed in the articles or bylaws.

(c) If the approval of a certain portion of the members is required for adoption of amendments, a dissolution, a merger, a consolidation, or a sale of assets, the votes of delegates shall be counted as votes by the members represented by the delegate.

(d) Patron members may be represented by the proxy of other patron members.

(e) Nonpatron members may be represented by proxy if authorized in the bylaws.

Subdivision 5. Absentee ballots.

(a) The provisions of this subdivision apply to absentee ballots.

(b) A member who is or will be absent from a members' meeting may vote by mail or by an approved alternative method on the ballot prescribed in this subdivision on any motion, resolution, or amendment that the board submits for vote by mail or alternative method to the members.

(1) the exact text of the proposed motion, resolution, or amendment to be acted on at the meeting; and

(2) the text of the motion, resolution, or amendment for which the member may indicate an affirmative or negative vote.

(d) The member shall express a choice by marking an appropriate choice on the ballot and mail, deliver, or otherwise submit the ballot to the cooperative in a plain, sealed envelope inside another envelope bearing the member's name or by an alternative method approved by the board.

(e) A properly executed ballot shall be accepted by the board and counted as the vote of the absent member at the meeting.

History: 2003 c 105 art 1 s 47

Notes & interpretation Not part of the law

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

In plain language#

This is the main voting-rights section for members. Its key ideas:

One vote per patron member, unless the articles or bylaws give extra votes based on patronage under § 308B.551.
Patron members vote as a bloc on cooperative matters. The patron members' entire voting power is cast collectively according to the majority of the patron members voting on the issue, and that collective vote is a majority of the vote cast unless the bylaws provide otherwise. The bylaws may not reduce the collective patron vote below 15 percent of the total vote on cooperative matters.
Nonpatron members vote as the bylaws grant, subject to the chapter.
Votes are cast in person, by mail or by an alternative method if the board authorizes it, and not by proxy, except as subd. 4 allows.

Subdivision by subdivision#

Subd. 1. The patron-vote rule above. The nonpatron member "has the voting rights in accordance to his nonpatron membership interests as granted in the bylaws."
Subd. 2 (when voting rights start). A member or delegate may vote on any matter before the members from the time of arrival at the meeting, unless the articles or bylaws set an earlier, specific time for closing the right to vote.
Subd. 3 (method). In person, by mail if the board authorizes a mail vote, or by an alternative method if the board authorizes it, and not by proxy except as provided in subd. 4.
Subd. 4 (delegates and proxies). The articles or bylaws may provide that units or districts of members are represented at members' meetings by delegates chosen by the members of the unit or district. Delegates vote in the same manner as a member, but only on the basis and with the number of votes the articles or bylaws prescribe. Where a portion of the members must approve amendments, dissolution, merger, consolidation or sale of assets, delegates' votes count as votes of the members they represent. Patron members may be represented by proxy of other patron members; nonpatron members may be represented by proxy if the bylaws authorize it. See § 308B.565.
Subd. 5 (absentee ballots). A member who is or will be absent may vote by mail or an approved alternative method, on any motion, resolution or amendment that the board submits that way. The board prescribes the form of ballot, which must contain the exact text of the proposal and a way to vote for or against. The member returns the ballot in a plain, sealed envelope inside another envelope bearing the member's name, or by an alternative method the board approves. A properly executed ballot "shall be accepted by the board and counted."

How it works in practice#

The 15 percent floor matters for cooperatives with both patron and nonpatron (for example investor) members. If you plan to give outside investors voting rights, the bylaws have to leave the patron bloc at least 15 percent of the total vote. See Define members and membership classes and Raise member equity and capital.
The statute does not use the label "one member, one vote" for the whole cooperative. It says one vote per patron member (absent patronage voting) and a bloc rule; read the text before assuming how a vote tallies.
Delegate representation requires articles or bylaw authorization under subd. 4. Mail and alternative voting require board authorization under subds. 3 and 5; this section does not separately require an articles-or-bylaws grant for those ballot methods. “Alternative ballot” is defined in § 308B.005.

Patronage-based extra votes: § 308B.551
Record date, joint owners, and manner of voting: § 308B.555
Proxies: § 308B.565
Default vote thresholds: § 308B.535
Quorum: § 308B.525

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)

voting members membership-classes meetings

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