Topic: bylaws

• Write the bylaws guides

  What § 308B.241 requires in a cooperative's bylaws, when they must be adopted, and who can amend them.

• Amend the articles and bylaws guides

  How a 308B cooperative amends its articles (board resolution, member vote, SOS filing) and its bylaws (board or members, with notice to members).

• Organize a worker cooperative under chapter 308B guides

  Chapter 308B has no separate worker-cooperative type; you build one by defining patronage as labor and the workers as patron members in your articles and bylaws.

• Organize a consumer cooperative under chapter 308B guides

  Chapter 308B has no separate consumer-cooperative type; you build one by defining patronage as purchases and the customers as patron members in your bylaws.

• What is a member control agreement? faq

  A member control agreement is a written agreement signed by all current members, and by those who have signed contribution agreements, that governs control and relations in the cooperative.

• § 308B.241 Bylaws statute

  Every 308B cooperative must have bylaws covering required capital, voting and transfer terms; the section also says who may adopt and amend bylaws, and sets special rules for changing quorum and voting requirements and for emergency bylaws.

• § 308B.465 Limitation Of Director's Liability statute

  Articles or bylaws may limit a director's monetary liability to the cooperative or members for fiduciary breach, but not for the listed loyalty, bad-faith, misconduct, securities, distribution, personal-benefit or pre-effective-date exceptions.

• § 308B.627 Member Control Agreements statute

  A written member control agreement signed by all members and all contribution signatories can govern control, distributions, director elections and more, except patron voting control and patron allocation rules.

• § 308B.721 Allocations And Distributions To Members statute

  Bylaws must set how profits, losses and distributions are split between patron interests (collectively) and other interests; patrons collectively must get at least 50 percent, or 15 percent if specially authorized.