Subdivision 1. General provisions. A cooperative may, but need not, have bylaws.
Subd. 2. Adoption and amendment. (a) Except as provided in paragraph (b), the bylaws of a cooperative may be adopted or amended at a regular or special members' meeting if:
(1) the notice of the meeting contains a summary statement of the proposed bylaws or amendment;
(2) a quorum is registered as being present or represented by mail vote if authorized by the board; and
(3) the bylaws or amendment is approved by a majority of the votes cast, or for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, the bylaws or amendment is approved by a proportion of the votes cast or a number of the total members as required by the articles or bylaws and the conditions for approval in the articles or bylaws have been satisfied.
(b) Until the first annual members meeting, the majority of directors may adopt and amend bylaws for the cooperative that are consistent with subdivision 3 if the cooperative does not have any members or stockholders with voting rights.
Subd. 3. Contents. Bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that are not inconsistent with law or the articles, including:
(1) the number of directors, and the qualifications, manner of election, powers, duties, and compensation, if any, of directors;
(2) the qualifications of members, stockholders, and patrons and limitations on their number;
(3) the manner of admission, withdrawal, suspensions, and expulsion of members;
(4) property, voting, and other rights and privileges of members;
(5) the appointment and authority of committees;
(6) the appointment or election, duties, compensation, and tenure of officers;
(7) the time, place, and manner of calling, conducting, and giving notice of member, board, and committee meetings, or of conducting mail ballots; and
(8) the making of reports and financial statements to members.
1989 c 144 art 1 s 16; art 3 s 9,49; 1996 c 414 art 1 s 39
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Section 308A.005 — Definitions.
Section 308A.011 — Use Of Term Cooperative Restricted.
Section 308A.015 — Reservation Of Right.
Section 308A.021 — Filing Fee.
Section 308A.025 — Registered Office.
Section 308A.027 — Annual Renewal.
Section 308A.032 — Foreign Cooperatives; Sections Applicable.
Section 308A.101 — Organizational Purpose.
Section 308A.105 — Incorporators.
Section 308A.121 — Cooperative Name.
Section 308A.125 — Stock And Nonstock Organization.
Section 308A.131 — Articles Of Incorporation.
Section 308A.135 — Amendment Of Articles.
Section 308A.141 — Amendment Of Articles To Be Governed By This Chapter.
Section 308A.145 — Amendment Of Articles To Incorporate Defectively Organized Cooperative.
Section 308A.155 — Corporate Existence.
Section 308A.205 — Agricultural Marketing Contracts.
Section 308A.210 — Telecommunication Services Purchasing Cooperatives.
Section 308A.301 — Board Governs Cooperative.
Section 308A.305 — Number Of Directors.
Section 308A.311 — Election Of Directors.
Section 308A.313 — Apportionment Of Directors Among Districts Or Units.
Section 308A.315 — Filling Vacancies.
Section 308A.321 — Removal Of Directors.
Section 308A.325 — Limitation Of Director's Liability.
Section 308A.327 — Electric Cooperative; Board Meetings.
Section 308A.328 — Standard Of Conduct.
Section 308A.501 — Capital Stock.
Section 308A.503 — Health Care Cooperative Members.
Section 308A.505 — Subject To Securities Law.
Section 308A.601 — Grouping Of Members.
Section 308A.605 — Member And Stockholder Violations.
Section 308A.611 — Regular Members' Meetings.
Section 308A.615 — Special Members' Meetings.
Section 308A.621 — Certification Of Mailed Meeting Notice.
Section 308A.625 — Failure To Receive Meeting Notice.
Section 308A.635 — Member Voting Rights.
Section 308A.645 — Vote Of Corporate Stock Held By Cooperative.
Section 308A.705 — Distribution Of Income.
Section 308A.711 — Distribution Of Unclaimed Property.
Section 308A.801 — Merger And Consolidation.
Section 308A.901 — Liquidation.
Section 308A.905 — Methods Of Dissolution.
Section 308A.911 — Voluntary Dissolution By Members.
Section 308A.915 — Winding Up.
Section 308A.921 — Revocation Of Dissolution Proceedings.
Section 308A.925 — Statute Of Limitations.
Section 308A.931 — Articles Of Dissolution.
Section 308A.935 — Application For Court-supervised Voluntary Dissolution.
Section 308A.941 — Court-ordered Remedies Or Dissolution.
Section 308A.945 — Procedure In Involuntary Or Court-supervised Voluntary Dissolution.
Section 308A.951 — Receiver Qualifications And Powers.
Section 308A.955 — Dissolution Action By Attorney General.
Section 308A.961 — Filing Claims In Court-supervised Dissolution Proceedings.
Section 308A.965 — Discontinuance Of Court-supervised Dissolution Proceedings.
Section 308A.971 — Court-supervised Dissolution Order.
Section 308A.975 — Filing Court's Dissolution Order.
Section 308A.981 — Barring Of Claims.
Section 308A.985 — Right To Sue Or Defend After Dissolution.