Subdivision 1. Member has one vote; or patronage voting. A patron member of a cooperative is only entitled to one vote on an issue to be voted upon by members holding patron membership interests, except that if authorized in the articles or bylaws a patron member may be entitled to additional votes based on patronage criteria in section 308B.551. On any matter of the cooperative, the entire patron members voting power shall be voted collectively based upon the vote of the majority of patron members voting on the issue and the collective vote of the patron members shall be a majority of the vote cast unless otherwise provided in the bylaws. The bylaws may not reduce the collective patron member vote to less than 15 percent of the total vote on matters of the cooperative. A nonpatron member has the voting rights in accordance to his nonpatron membership interests as granted in the bylaws, subject to the provisions of this chapter.
Subd. 2. Right to vote at meeting. A member or delegate may exercise voting rights on any matter that is before the members as prescribed in the articles or bylaws at a members' meeting from the time the member or delegate arrives at the members' meeting, unless the articles or bylaws specify an earlier and specific time for closing the right to vote.
Subd. 3. Voting method. A member's vote at a members' meeting shall be in person or by mail if a mail vote is authorized by the board or by alternative method if authorized by the board and not by proxy, except as provided in subdivision 4.
Subd. 4. Members represented by delegates. (a) The provisions of this subdivision apply to members represented by delegates.
(b) A cooperative may provide in the articles or bylaws that units or districts of members are entitled to be represented at members' meetings by delegates chosen by the members of the unit or district. The delegates may vote on matters at the members' meeting in the same manner as a member. The delegates may only exercise the voting rights on a basis and with the number of votes as prescribed in the articles or bylaws.
(c) If the approval of a certain portion of the members is required for adoption of amendments, a dissolution, a merger, a consolidation, or a sale of assets, the votes of delegates shall be counted as votes by the members represented by the delegate.
(d) Patron members may be represented by the proxy of other patron members.
(e) Nonpatron members may be represented by proxy if authorized in the bylaws.
Subd. 5. Absentee ballots. (a) The provisions of this subdivision apply to absentee ballots.
(b) A member who is or will be absent from a members' meeting may vote by mail or by an approved alternative method on the ballot prescribed in this subdivision on any motion, resolution, or amendment that the board submits for vote by mail or alternative method to the members.
(c) The ballot shall be in the form prescribed by the board and contain:
(1) the exact text of the proposed motion, resolution, or amendment to be acted on at the meeting; and
(2) the text of the motion, resolution, or amendment for which the member may indicate an affirmative or negative vote.
(d) The member shall express a choice by marking an appropriate choice on the ballot and mail, deliver, or otherwise submit the ballot to the cooperative in a plain, sealed envelope inside another envelope bearing the member's name or by an alternative method approved by the board.
(e) A properly executed ballot shall be accepted by the board and counted as the vote of the absent member at the meeting.
2003 c 105 art 1 s 47
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.