Subdivision 1. Qualification. A cooperative may be organized by one or more organizers who shall be adult natural persons, and who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of the cooperative.
Subd. 2. Role of organizers. If the first board is not named in the articles of organization, the organizers may elect the first board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until directors are elected or until a contribution is accepted, whichever occurs first.
Subd. 3. Meeting. After the filing of articles of organization, the organizers or the directors named in the articles of organization shall either hold an organizational meeting at the call of a majority of the organizers or of the directors named in the articles, or take written action for the purposes of transacting business and taking actions necessary or appropriate to complete the organization of the cooperative, including, without limitations, amending the articles, electing directors; adopting bylaws, adopting banking resolutions, authorizing or ratifying the purchase, lease, or other acquisition of suitable space, furniture, furnishings, supplies, and materials; adopting a fiscal year for the cooperative; contracting to receive and accept contributions; and making any appropriate tax elections. If a meeting is held, the person or persons calling the meeting shall give at least three days' notice of the meeting to each organizer or director named, stating the date, time, and place of the meeting. Organizers and directors may waive notice of an organizational meeting in the same manner that a director may waive notice of meetings of the board.
2003 c 105 art 1 s 10
Structure Minnesota Statutes
Chapters 300 - 323A — Business, Social, And Charitable Organizations
Chapter 308B — Cooperative Associations
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.245 — Cooperative Records.
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.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.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.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.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.