State guides / Minnesota

Minnesota Voting Rules for Boards and Members

What Minnesota's statutes say about board votes, emergencies, meetings, and member ballots, as Qwibie summarizes them, with the citation for each.

Can the Board Vote without a Meeting?

Nonprofit corporations · Homeowners associations · Condominium associations

In Minnesota a board may act in writing (including authenticated electronic consent) if all directors sign; if your articles allow it, the number needed at a full meeting can act, and every director is told right away.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
  • Notify all directors immediately if not unanimous
Citation
Minn. Stat. §317A.239, subds. 1-3 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-10-13

What about an Emergency between Meetings?

Nonprofit corporations · Homeowners associations · Condominium associations

In Minnesota a board may act in writing (including authenticated electronic consent) if all directors sign; if your articles allow it, the number needed at a full meeting can act, and every director is told right away.

Qwibie counts the vote as: Every director consents in writing.

  • File consent with minutes
  • Notify all directors immediately if not unanimous
Citation
Minn. Stat. §317A.239, subds. 1-3 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-10-13

How Are Votes Taken in a Board Meeting?

Nonprofit corporations · Homeowners associations · Condominium associations

Minnesota boards may meet entirely by remote communication if all directors can take part, with the usual notice; taking part counts as being present.

Qwibie counts the vote as: A majority of votes cast.

  • Same notice as in person
  • Quorum participating
Citation
Minn. Stat. §317A.231, subds. 2-3 · Read the source
Review
ReviewedSummary recorded as reviewed against the statute text, 2026-10-13

Can Members Vote by Ballot without a Meeting?

Homeowners associations · Condominium associations

Minnesota common-interest communities may vote on any issue by electronic means or mailed ballot instead of a meeting, if the statute the association was created under authorizes it and the governing documents do not limit it. Votes cast must meet the quorum, the board sets a 15-45 day voting period, and owners get the results within 30 days. Until the authorizing statute is confirmed, this is a consideration.

Qwibie asks for the steps below before the vote counts.

  • Votes cast at least quorum
  • Voting period set by board
  • Results notice within 30 days
Citation
Minn. Stat. §515B.3-110 · Read the source
Review
Consideration onlyNot yet reviewed against the enacted text: a consideration only, 2026-11-12

How Do Members Elect Directors?

Homeowners associations · Condominium associations

Minnesota's ballot-voting section does not expressly address electing directors by ballot. Until that is confirmed, Qwibie holds director elections at the members' meeting.

Qwibie sends this decision to a members' meeting.

Citation
Minn. Stat. §515B.3-110 · Read the source
Review
Consideration onlyNot yet reviewed against the enacted text: a consideration only, 2026-11-12

Not legal advice

These are Qwibie's own summaries, not the law, and they don't say what the law is today. Open the source to read the text, and ask your attorney how it applies to your organization. Your articles and bylaws may set a different rule where the statute allows it.

Run a Minnesota Board on These Rules

Confirm your state and organization type, and Steward applies the matching rule to each vote, with the citation. 14 days free, no card.