Chapter 308A — Minnesota Cooperative Law

308A.001 Citation This section gives the official name for Chapter 308A. It may be called the 'Minnesota Cooperative Law.' This chapter … 308A.005 Definitions This section defines the key terms used throughout the Minnesota Cooperative Law. It explains what words like … 308A.011 Use of Term Cooperative Restricted This section restricts who can use the word 'cooperative' in their business name. Only organizations that are properly … 308A.015 Reservation of Right This section says that the state keeps the right to change or repeal the cooperative law at any time. All cooperatives … 308A.021 Filing Fee This section sets the standard filing fee at $35 for documents that cooperatives file with the Secretary of State, … 308A.025 Registered Office This section requires every cooperative to have a registered office in Minnesota. The cooperative may also have a … 308A.027 Annual Renewal This section requires every cooperative to file an annual renewal with the Secretary of State by December 31 each year. … 308A.031 This section has been repealed and is no longer in effect. It was removed from the Minnesota Statutes in 2000. 308A.032 Foreign Cooperatives; Sections Applicable This section explains that Chapter 308A generally does not apply to cooperatives formed in other states (foreign … 308A.101 Organizational Purpose This section lists the purposes for which a cooperative can be formed. Cooperatives can be created for farming, dairy, … 308A.105 Incorporators This section says that one or more people can organize and incorporate a cooperative. The incorporators can act for … 308A.121 Cooperative Name This section requires a cooperative's name to be different from the names of other businesses already on file with the … 308A.125 Stock and Nonstock Organization This section says that cooperatives can be organized with or without capital stock, and both types have the same powers. … 308A.131 Articles of Incorporation This section lists what must be included in a cooperative's articles of incorporation. Required items include the … 308A.135 Amendment of Articles This section explains how to amend a cooperative's articles of incorporation. The board must first pass a resolution … 308A.141 Amendment of Articles to Be Governed by This Chapter This section allows an existing cooperative or association that was organized under a different law to become subject to … 308A.145 Amendment of Articles to Incorporate Defectively Organized Cooperative This section allows a cooperative that was organized with legal defects to fix those defects by amending its articles to … 308A.151 This section has been repealed and is no longer in effect. It was removed from the Minnesota Statutes in 2011. 308A.155 Corporate Existence This section says that a cooperative begins to exist as a legal entity when its articles of incorporation are filed with … 308A.161 This section has been repealed and is no longer in effect. It was removed from the Minnesota Statutes in 2000. 308A.165 Bylaws This section covers a cooperative's bylaws. Bylaws set the rules for how the cooperative runs day-to-day, including … 308A.201 Powers This section lists the general powers that cooperatives have under Minnesota law. These include the power to buy and … 308A.205 Agricultural Marketing Contracts This section gives agricultural cooperatives the power to enter marketing contracts with members. These contracts can … 308A.210 Telecommunication Services Purchasing Cooperatives This section allows cooperatives to be formed for purchasing telecommunications services on behalf of their members. … 308A.301 Board Governs Cooperative This section states the basic rule that a cooperative is governed by its board of directors. 308A.305 Number of Directors This section requires a cooperative's board to have at least five directors. Cooperative housing corporations only need … 308A.311 Election of Directors This section covers how directors are elected in a cooperative. Directors are elected by members at regular meetings. … 308A.313 Apportionment of Directors Among Districts or Units This section requires large electric cooperatives with 35,000 or more members to divide their territory into districts … 308A.315 Filling Vacancies This section explains how to fill a vacant board seat. The board can appoint a member temporarily until the next … 308A.321 Removal of Directors This section allows members to remove a director from the board at a members' meeting for cause related to the … 308A.325 Limitation of Director's Liability This section allows cooperatives to limit the personal liability of their directors through provisions in the articles … 308A.327 Electric Cooperative; Board Meetings This section requires large electric cooperatives with more than 50,000 members to hold open board meetings. Members … 308A.328 Standard of Conduct This section sets the standard of conduct for cooperative directors and officers. They must act in good faith, with the … 308A.401 Officers This section covers the officers of a cooperative. Every cooperative must have a president, secretary, and treasurer. … 308A.501 Capital Stock This section covers capital stock in cooperatives. It explains how shares are authorized, issued, and transferred. Stock … 308A.503 Health Care Cooperative Members This section sets special rules for health care cooperatives. It defines who can be a member of a health care network … 308A.505 Subject to Securities Law This section states that cooperatives are subject to Minnesota's securities laws in Chapter 80A, with certain specific … 308A.601 Grouping of Members This section allows a cooperative to group its members into districts or units for purposes of electing directors, … 308A.605 Member and Stockholder Violations This section covers violations by members and stockholders of a cooperative. It addresses what happens when a member … 308A.611 Regular Members' Meetings This section requires cooperatives to hold a regular annual meeting of all members. The bylaws set the time and place … 308A.615 Special Members' Meetings This section explains how to call a special members' meeting. The board, the president, or a specified number of members … 308A.621 Certification of Mailed Meeting Notice This section requires the secretary to create a written certificate after mailing meeting notices. The certificate must … 308A.625 Failure to Receive Meeting Notice This section says that if a member fails to receive a meeting notice, the actions taken at the meeting are still valid. … 308A.631 Quorum This section defines what constitutes a quorum at a cooperative members' meeting. A quorum is the minimum number of … 308A.635 Member Voting Rights This section establishes the one-member-one-vote rule for cooperatives. Each member gets one vote regardless of how many … 308A.641 Voting in Cooperatives Constituted Entirely or Partially of Other Cooperatives or Associations This section sets voting rules for cooperatives whose members are other cooperatives or associations. Member … 308A.645 Vote of Corporate Stock Held by Cooperative This section allows a cooperative that owns stock in another corporation to appoint a representative to vote that stock … 308A.701 Reserves This section requires cooperatives to maintain financial reserves. The board must set aside a portion of net income into … 308A.705 Distribution of Income This section explains how a cooperative distributes its net income to members. After setting aside reserves and paying … 308A.711 Distribution of Unclaimed Property This section provides an alternative procedure for cooperatives to handle unclaimed patronage distributions and other … 308A.801 Merger and Consolidation This section allows cooperatives to merge with or consolidate into other cooperatives. The boards of the merging … 308A.901 Liquidation This section explains how a cooperative can be liquidated. Members can authorize the cooperative to sell all of its … 308A.905 Methods of Dissolution This section says a cooperative can be dissolved in two ways: by a vote of the members (voluntary dissolution) or by a … 308A.911 Voluntary Dissolution by Members This section sets out the procedure for members to voluntarily dissolve a cooperative. The board must call a meeting, … 308A.915 Winding up This section covers the winding-up process after a cooperative votes to dissolve. The cooperative must collect debts … 308A.921 Revocation of Dissolution Proceedings This section allows a cooperative to stop the dissolution process before it is completed. If the members vote to revoke … 308A.925 Statute of Limitations This section sets a two-year deadline for creditors to file claims against a dissolving cooperative. If a creditor does … 308A.931 Articles of Dissolution This section describes how to file articles of dissolution with the Secretary of State to formally end a cooperative's … 308A.935 Application for Court-supervised Voluntary Dissolution This section allows a cooperative, member, or creditor to ask a court to supervise the dissolution process. This can be … 308A.941 Court-ordered Remedies or Dissolution This section lists the grounds for a court to order remedies or dissolution of a cooperative. Courts can act when … 308A.945 Procedure in Involuntary or Court-supervised Voluntary Dissolution This section sets out the court procedures for involuntary or court-supervised voluntary dissolution. It covers what … 308A.951 Receiver Qualifications and Powers This section covers the qualifications and powers of receivers appointed by a court in dissolution proceedings. A … 308A.955 Dissolution Action by Attorney General This section gives the Attorney General the power to bring a court action to dissolve a cooperative. The Attorney … 308A.961 Filing Claims in Court-supervised Dissolution Proceedings This section explains how creditors file claims during a court-supervised dissolution. Claims must be filed under oath … 308A.965 Discontinuance of Court-supervised Dissolution Proceedings This section allows a court-supervised dissolution to be stopped if it is shown that there is no valid reason to … 308A.971 Court-supervised Dissolution Order This section describes the conditions under which a court will enter an order dissolving a cooperative. The court must … 308A.975 Filing Court's Dissolution Order This section requires the court administrator to file a certified copy of the dissolution order with the Secretary of … 308A.981 Barring of Claims This section sets rules for when claims against a dissolved cooperative are barred. It provides deadlines after which … 308A.985 Right to Sue or Defend After Dissolution This section says that after a cooperative has been dissolved, its former officers, directors, or members can still file … 308A.995 This section has been repealed and is no longer in effect. It was replaced by the annual renewal requirements in section …