2006 Minnesota Code
Chapters 300 - 319B Corporations
Chapter 308B Cooperative Associations Act
Section 308B.541 ACTION WITHOUT A MEETING.

308B.541 ACTION WITHOUT A MEETING.
Subdivision 1. Method. An action required or permitted to be taken at a meeting of the
members may be taken by written action signed, or consented to by authenticated electronic
communication, by all of the members. If the articles, bylaws, or a member control agreement
so provide, any action may be taken by written action signed, or consented to by authenticated
electronic communication, by the members who own voting power equal to the voting power that
would be required to take the same action at a meeting of the members at which all members
were present.
Subd. 2. Effective time. The written action is effective when signed or consented to by
authenticated electronic communication by the required members, unless a different effective
time is provided in the written action.
Subd. 3. Notice and liability. When written action is permitted to be taken by less than all
members, all members must be notified immediately of its text and effective date. Failure to
provide the notice does not invalidate the written action. A member who does not sign or consent
to the written action has no liability for the action or actions taken by the written action.
History: 2003 c 105 art 1 s 46