2007 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 308B Cooperative Associations Act
Section 308B.451 COMMITTEES.

308B.451 COMMITTEES.
Subdivision 1. Generally. A resolution approved by the affirmative vote of a majority of
the board may establish committees having the authority of the board in the management of
the business of the cooperative only to the extent provided in the resolution. Committees may
include a special litigation committee consisting of one or more independent directors or other
independent persons to consider legal rights or remedies of the cooperative and whether those
rights and remedies should be pursued. Committees other than special litigation committees are
subject at all times to the direction and control of the board.
Subd. 2. Membership. Committee members must be natural persons. Unless the articles or
bylaws provide for a different membership or manner of appointment, a committee consists of
one or more persons, who need not be directors, appointed by affirmative vote of a majority of
the directors present.
Subd. 3. Procedure. The procedures for meetings of the board apply to committees and
members of committees to the same extent as those sections apply to the board and individual
directors.
Subd. 4. Minutes. Minutes, if any, of committee meetings must be made available upon
request to members of the committee and to any director.
Subd. 5. Standard of conduct. The establishment of, delegation of authority to, and action
by a committee does not alone constitute compliance by a director with the standard of conduct
set forth in section 308B.455.
Subd. 6. Committee members considered directors. Committee members are considered
to be directors for purposes of sections 308B.455, 308B.461, and 308B.471.
History: 2003 c 105 art 1 s 32