Minnesota Statutes
Chapter 308B — Cooperative Associations
Section 308B.005 — Definitions.

Subdivision 1. Scope. The definitions in this section apply to this chapter.
Subd. 2. Address. "Address" means mailing address, including a zip code. In the case of a registered address, the term means the mailing address and the actual office location, which may not be a post office box.
Subd. 3. Alternative ballot. "Alternative ballot" means a method of voting on a candidate or issue prescribed by the board of directors in advance of the vote, and may include voting by electronic, telephonic, Internet, or other means that reasonably allow members the opportunity to vote.
Subd. 4. Articles. "Articles" means the articles of organization of a cooperative as originally filed and subsequently amended.
Subd. 5. Association. "Association" means an organization conducting business on a cooperative plan under the laws of this state or another state that is chartered to conduct business under other laws of this state or another state.
Subd. 6. Board. "Board" means the board of directors of a cooperative.
Subd. 7. Business entity. "Business entity" means a company, limited liability company, limited liability partnership, or other legal entity, whether domestic or foreign, association, or body vested with the power or function of a legal entity.
Subd. 8. Chapter. "Chapter" means sections 308B.001 to 308B.975.
Subd. 9. Cooperative. "Cooperative" means an association organized under this chapter conducting business on a cooperative plan as provided under this chapter.
Subd. 10. Domestic business entity. "Domestic business entity" means a business entity organized under the laws of this state.
Subd. 11. Domestic cooperative. "Domestic cooperative" means a cooperative organized under this chapter or chapter 308A.
Subd. 12. Filed with the secretary of state. "Filed with the secretary of state" means that a document meeting the applicable requirements of this chapter, signed and accompanied by the required filing fee, has been delivered to the secretary of state. The secretary of state shall endorse on the document the word "filed" or a similar word determined by the secretary of state and the month, day, and year of filing, record the document in the Office of the Secretary of State, and return a document to the person or entity who delivered it for filing.
Subd. 13. Foreign business entity. "Foreign business entity" means a business entity that is not a domestic business entity.
Subd. 14. Foreign cooperative. "Foreign cooperative" means a foreign business entity organized to conduct business on a cooperative plan consistent with this chapter or chapter 308A.
Subd. 15. Member. "Member" means a person or entity reflected on the books of the cooperative as the owner of governance rights of a membership interest of the cooperative and includes patron and nonpatron members.
Subd. 16. Membership interest. "Membership interest" means a member's interest in a cooperative consisting of a member's financial rights, a member's right to assign financial rights, a member's governance rights, and a member's right to assign governance rights. Membership interest includes patron membership interests and nonpatron membership interests.
Subd. 17. Members' meeting. "Members' meeting" means a regular or special members' meeting.
Subd. 18. Minnesota limited liability company. "Minnesota limited liability company" means a limited liability company governed by chapter 322C.
Subd. 19. Nonpatron membership interest. "Nonpatron membership interest" means a membership interest that does not require the holder to conduct patronage business for or with the cooperative to receive financial rights or distributions.
Subd. 20. Patron. "Patron" means a person or entity who conducts patronage business with the cooperative.
Subd. 21. Patronage. "Patronage" means business, transactions, or services done for or with the cooperative as defined by the cooperative.
Subd. 22. Patron member. "Patron member" means a member holding a patron membership interest.
Subd. 23. Patron membership interest. "Patron membership interest" means the membership interest requiring the holder to conduct patronage business for or with the cooperative, as specified by the cooperative to receive financial rights or distributions.
Subd. 24. Signed. "Signed" means that the signature of a person has been written on a document, and with respect to a document required by this chapter to be filed with the secretary of state, means that the document has been signed by a person authorized to do so by this chapter, the articles or bylaws, or by a resolution approved by the directors or the members. A signature on a document may be a facsimile affixed, engraved, printed, placed, stamped with indelible ink, transmitted by facsimile or electronically, or in any other manner reproduced on the document.
2003 c 105 art 1 s 2; 2014 c 157 art 2 s 29; 2016 c 135 art 4 s 12

Structure Minnesota Statutes

Minnesota Statutes

Chapters 300 - 323A — Business, Social, And Charitable Organizations

Chapter 308B — Cooperative Associations

Section 308B.001 — Citation.

Section 308B.005 — Definitions.

Section 308B.007 — Legal Recognition Of Electronic Records And Signatures.

Section 308B.101 — Reservation Of Right.

Section 308B.111 — Filing Fees.

Section 308B.115 — Registered Office And Agent.

Section 308B.121 — Annual Renewal.

Section 308B.152 — Foreign Cooperatives; Sections Applicable.

Section 308B.201 — Organizational Purpose.

Section 308B.205 — Organizers.

Section 308B.211 — Cooperative Name.

Section 308B.215 — Articles Of Organization.

Section 308B.221 — Amendment Of Articles.

Section 308B.225 — Amendment Of Organizational Documents To Be Governed By This Chapter.

Section 308B.231 — Curative Filing.

Section 308B.235 — Existence.

Section 308B.241 — Bylaws.

Section 308B.245 — Cooperative Records.

Section 308B.301 — Powers.

Section 308B.305 — Emergency Powers.

Section 308B.311 — Agricultural Product Marketing Contracts.

Section 308B.401 — Board Governs Cooperative.

Section 308B.405 — Number Of Directors.

Section 308B.411 — Election Of Directors.

Section 308B.415 — Filling Vacancies.

Section 308B.421 — Removal Of Directors.

Section 308B.425 — Board Of Directors' Meetings.

Section 308B.431 — Quorum.

Section 308B.435 — Act Of Board Of Directors.

Section 308B.441 — Action Without A Meeting.

Section 308B.445 — Audit Committee.

Section 308B.451 — Committees.

Section 308B.455 — Standard Of Conduct.

Section 308B.461 — Director Conflicts Of Interest.

Section 308B.465 — Limitation Of Director's Liability.

Section 308B.471 — Indemnification.

Section 308B.475 — Officers.

Section 308B.501 — Members.

Section 308B.505 — Member Not Liable For Cooperative Debts.

Section 308B.511 — Regular Members' Meetings.

Section 308B.515 — Special Members' Meetings.

Section 308B.521 — Certification Of Meeting Notice.

Section 308B.525 — Quorum.

Section 308B.531 — Remote Communications For Member Meetings.

Section 308B.535 — Act Of Members.

Section 308B.541 — Action Without A Meeting.

Section 308B.545 — Member Voting Rights.

Section 308B.551 — Patron Member Voting Based On Patronage.

Section 308B.555 — Voting Rights.

Section 308B.561 — Voting By Organizations And Legal Representatives.

Section 308B.565 — Proxies.

Section 308B.571 — Sale Of Property And Assets.

Section 308B.575 — Vote Of Ownership Interests Held By Cooperative.

Section 308B.601 — Membership Interests.

Section 308B.605 — Assignment Of Financial Rights.

Section 308B.611 — Nature Of A Membership Interest And Statement Of Interest Owned.

Section 308B.615 — Certificated Membership Interests.

Section 308B.621 — Lost Certificates; Replacement.

Section 308B.625 — Restriction On Transfer Or Registration Of Membership Interests.

Section 308B.627 — Member Control Agreements.

Section 308B.701 — Authorization, Form, And Acceptance Of Contributions.

Section 308B.705 — Restatement Of Value Of Previous Contributions.

Section 308B.711 — Contribution Agreements.

Section 308B.715 — Contribution Rights Agreements.

Section 308B.721 — Allocations And Distributions To Members.

Section 308B.725 — Allocations And Distributions To Patron Members.

Section 308B.735 — Distribution Of Unclaimed Property.

Section 308B.801 — Merger And Consolidation.

Section 308B.805 — Merger Of Subsidiary.

Section 308B.835 — Abandonment.

Section 308B.901 — Methods Of Dissolution.

Section 308B.903 — Notice Of Intent To Dissolve.

Section 308B.905 — Winding Up.

Section 308B.911 — Revocation Of Dissolution Proceedings.

Section 308B.915 — Statute Of Limitations.

Section 308B.921 — Articles Of Dissolution.

Section 308B.925 — Application For Court-supervised Voluntary Dissolution.

Section 308B.931 — Court-ordered Remedies Or Dissolution.

Section 308B.935 — Procedure In Involuntary Or Court-supervised Voluntary Dissolution.

Section 308B.941 — Receiver Qualifications And Powers.

Section 308B.945 — Dissolution Action By Attorney General; Administrative Dissolution.

Section 308B.951 — Filing Claims In Court-supervised Dissolution Proceedings.

Section 308B.955 — Discontinuance Of Court-supervised Dissolution Proceedings.

Section 308B.961 — Court-supervised Dissolution Order.

Section 308B.965 — Filing Court's Dissolution Order.

Section 308B.971 — Barring Of Claims.

Section 308B.975 — Right To Sue Or Defend After Dissolution.