Cooperative members elect directors and may vote without meetings

Three or more people may form a cooperative corporation by filing a certificate with the Secretary of the State. The certificate or bylaws must state the corporation’s purpose and where it will do business; it may not do business elsewhere. The corporation may be formed for trade or any lawful mercantile, mechanical, manufacturing, or agricultural business. These provisions took effect October 1, 2026.

A board of at least three directors manages the corporation, and members elect directors each year. The directors manage the corporation’s business. The bylaws may divide directors into up to five groups with staggered terms. After the first terms expire, directors are elected for terms of two to five years, based on their group. These provisions took effect October 1, 2026.

Members may act by unanimous written consent or, if the certificate or bylaws allow it, by ballot without a meeting. Members generally have one vote each. Bylaws set member qualifications, including holding or subscribing for at least one share; if there are no members under the bylaws, shareholders are the members. Written consent must be signed by everyone entitled to vote on the action. A ballot must go to every member entitled to vote and meet the stated quorum and approval rules; those rules differ for director elections and other actions. These provisions took effect October 1, 2026.

The corporation distributes profits or surplus as its bylaws provide, and directors may set aside up to 40% for specified funds or accounts. The distribution is among the corporation’s members. The bylaws prescribe how profits or surplus are distributed and which types of reserve funds or collective accounts may receive a set-aside. These provisions took effect October 1, 2026.