Topic: governance

• Write the bylaws guides

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

• Director and officer rules in Chapter 308B reference

  A lookup table of board size, election, vacancies, removal, meetings, quorum, voting, committees, officers, conflicts of interest and liability rules for 308B cooperatives, each tied to the statute section.

• Run board and member meetings guides

  The notice, quorum and voting rules for 308B board meetings and members' meetings, and the records to keep.

• How many directors does a Minnesota 308B cooperative need? faq

  At least five directors; a cooperative with 50 or fewer members may prescribe three or more in its articles or 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.245 Cooperative Records statute

  A 308B cooperative must keep permanent meeting and action records, maintain appropriate accounting records, and keep specified governing, membership and recent financial records at its principal office.

• § 308B.301 Powers statute

  A 308B cooperative has broad general powers plus listed powers to deal in products, hold property, borrow, advance funds to patrons, provide benefits and insurance, and own interests in other entities, but it may not exercise bank, credit union or savings association powers.

• § 308B.305 Emergency Powers statute

  When a catastrophic event makes it hard to get a board quorum, the board may change succession and relocate offices, give flexible notice, treat officers as directors to reach a quorum, and good-faith emergency actions bind the cooperative.

• § 308B.401 Board Governs Cooperative statute

  The board governs the cooperative, subject to member-reserved actions and the specific voting rule in 308B.435; individual directors need board authority to act, and owe duties to the cooperative and all members collectively.

• § 308B.405 Number Of Directors statute

  A 308B board needs at least five directors; a cooperative with 50 or fewer members may have three or more if prescribed in its articles or bylaws.

• § 308B.411 Election Of Directors statute

  Organizers elect the first board; later elections follow member-meeting rules. Two separate defaults require a member majority and a patron-elected majority of directors, while patron-elected directors retain protected general voting power.

• § 308B.415 Filling Vacancies statute

  A vacancy among patron-elected directors is filled by board appointment of a patron member (or a special patron members' meeting if none remain); other vacancies are filled by majority of the remaining directors, and members elect a replacement for the unexpired term at the next meeting.

• § 308B.421 Removal Of Directors statute

  Members can remove any or all directors, with or without cause, by a majority of the voting power entitled to vote at a director election; the board can remove only a director it appointed to fill a vacancy before any member election. The articles or bylaws can modify these rules.

• § 308B.425 Board Of Directors' Meetings statute

  Board meetings may be held anywhere or by electronic means; default notice is ten days (three for organizational meetings), no notice is needed for pre-scheduled meetings, and directors can waive notice or give advance written consent or opposition if the bylaws allow.

• § 308B.431 Quorum statute

  A majority of the directors currently in office is a board quorum unless the articles or bylaws set a larger or smaller number; absent a quorum a majority of those present may adjourn, and a quorum once present survives walkouts.

• § 308B.435 Act Of Board Of Directors statute

  The board acts by the greater of a majority of directors present or a majority of the minimum quorum, unless the chapter, articles or bylaws require a larger vote, in which case the larger requirement controls.

• § 308B.441 Action Without A Meeting statute

  The board may act without a meeting by written action signed by all directors, or, if the articles or bylaws allow, by the number that would be needed at a meeting with all directors present, except for actions needing member approval.

• § 308B.445 Audit Committee statute

  The board must establish an audit committee, and the cooperative must have its financial information audited for members unless the bylaws allow unaudited statements that are clearly labeled as such.

• § 308B.451 Committees statute

  A majority of the board may create committees with delegated board authority; committee members are natural persons who need not be directors, board meeting rules apply to committees, and committee members are treated as directors for the conduct, conflict and indemnification sections.

• § 308B.455 Standard Of Conduct statute

  Directors owe good faith, reasonable best-interest judgment and prudent care. Qualified reliance is allowed; presence creates presumed assent subject to the stated objection, dissent and conflict exceptions, and listed stakeholder interests may be considered.

• § 308B.461 Director Conflicts Of Interest statute

  A contract between the cooperative and a director, or a business a director is tied to, is not void for that reason if it was fair and properly disclosed and approved, or offered to all members; relatives' interests count as the director's.

• § 308B.475 Officers statute

  The board must fill chair, vice-chair, records and financial offices; chair and first vice-chair must be directors and members. Officers other than the CEO need board authority to bind the cooperative; CEO authority remains limited by subd. 5.

• § 308B.511 Regular Members' Meetings statute

  A cooperative must hold a regular members' meeting every year, at which officers report on the prior fiscal year and directors are elected; notice must be published at least two weeks ahead or mailed at least 15 days ahead and must summarize any board-adopted bylaw amendments.

• § 308B.515 Special Members' Meetings statute

  A special members' meeting may be called by a majority of the board or by a written petition of 20 percent of the patron members (and, if authorized, of other groupings); notice must go out within ten days of the petition and the meeting must be held within 30 days.

• § 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.