reglab/housing_qa huggingface dataset:
WI Stat § 185.13 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.13 - Member meetings.

185.13  Member meetings. (1) Unless the bylaws provide otherwise, and except for meetings held by means of remote participation under sub. (7), member meetings shall be held at the principal office or such other place as the board may determine. (2) An annual member meeting shall be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, such meeting shall be held within 6 months after the close of the fiscal year at the call of the president or board. (3) Special member meetings may be called by the president, board, or members having one-fifth of the votes entitled to be cast at such meeting. (4) Written notice, stating the place, if any, and the day and hour, and in case of a special member meeting the purposes for which the meeting is called, shall be given not less than 7 nor more than 30 days before the meeting at the direction of the person calling the meeting. Notice need be given only to members entitled to vote. Notice shall be given to members having limited voting rights if they have or may have the right to vote at the meeting. (5) At any meeting at which members are to be represented by delegates, notice to such members may be given by notifying such delegates and their alternates. Notice may consist of a notice to all members or may be in the form of an announcement at the meeting at which such delegates or alternates were elected. (6) Action without a meeting may be taken pursuant to s. 185.34. (7) (a) A cooperative may hold a member meeting under sub. (2) or (3) by means of remote participation as provided in pars. (b) and (c).(b) If members participate in a member meeting by means of remote communication, the participating members are deemed to be present in person and to vote at the member meeting held by means of remote communication if all of the following apply:1. The cooperative implements reasonable measures to verify that each person deemed present and permitted to vote at the member meeting by means of remote communication is a member.2. The cooperative implements reasonable measures to provide members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting concurrently with the proceedings.(c) Members may cast votes by electronic means at a member meeting held by means of remote communication if all of the following apply:1. The bylaws provide for electronic voting.2. The cooperative is able to authenticate that it is a member who is casting a vote.History:  1985 a. 30; 2021 a. 5.
WI Stat § 185.14 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.14 - Quorum.

185.14  Quorum. (1) A quorum at a member meeting shall be 10 percent of the first 100 members plus 5 percent of additional members. (2) Unless the bylaws fix a larger number of members to constitute a quorum and except as provided in the bylaws in accordance with s. 185.12 (4) (b) 2., a quorum shall never be more than 50 members nor less than 5 members or a majority of all members, whichever is smaller. Members represented by signed ballots may be counted in computing a quorum only on those motions for which the signed ballots were submitted.History:  1985 a. 30.
WI Stat § 185.15 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.15 - Notice to members, stockholders or other persons; waiver.

185.15  Notice to members, stockholders or other persons; waiver. (1) Whenever notice is required by this chapter to be given to any person, the notice shall be given either personally or by mail. If mailed, the notice is given when it is deposited or a newsletter or other publication of a cooperative or of an affiliated organization which includes the notice is deposited in the United States mail, with postage prepaid thereon, addressed to such person at his or her address as it appears on the records of the cooperative. (2) A signed waiver is equivalent to personal notice to the person so signing. The waiver may be signed at any time.History:  1985 a. 30.
WI Stat § 185.22 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.22 - Subscriptions for stock; liability therefor.

185.22  Subscriptions for stock; liability therefor. (1) A subscription for stock of a cooperative is irrevocable for 6 months unless otherwise provided by the subscription agreement, or unless all subscribers consent to the revocation. (2) Except as provided in s. 185.37, a stockholder or subscriber is under no obligation to any person with respect to the stockholder's or subscriber's stock or subscription other than the obligation to pay to the cooperative the full consideration for which such stock was to be issued.History:  1985 a. 30 s. 42; 1993 a. 482.
WI Stat § 185.23 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.23 - Missing securities or records.

185.23  Missing securities or records. (1) When a security issued by a cooperative, which is not a “security" as defined in s. 408.102, is missing, the cooperative shall issue a duplicate security if the owner so requests and furnishes an indemnity acceptable to the cooperative. (2) When records showing ownership of securities of apportionment of equity interest in the assets are missing and the information therein contained is necessary to a proposed redemption of the interest, the cooperative may give notice and redeem as follows:(a) The cooperative shall set aside an amount equal to the value of the interests to be redeemed.(b) The cooperative shall give notice of such redemption to all owners of interests of which the cooperative has knowledge.(c) If there are interests, the ownership of which is unknown to the cooperative, it shall publish notice of the redemption at least once a month for 4 months in a publication circulated among members of cooperatives in the area, and also publish a class 3 notice, under ch. 985.History:  1985 a. 30 s. 42.
WI Stat § 185.24 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.24 - Liability of cooperative for wrongful transfers of its securities.

185.24  Liability of cooperative for wrongful transfers of its securities. (1) A cooperative is not liable for acting upon wrongful transfers of its securities which are not “securities" as defined in s. 408.102, unless it has notice that the certificate was not transferred by a proper person or has notice that the transfer was wrongful. (2) As used in this section:(a) “Proper person" means the registered owner or last prior transferee, whether or not described as fiduciary for another, or his or her authorized agent, legal representative or successor to his or her interest by operation of law.(b) “Wrongful transfer" means a transfer which is in excess of the authorization or capacity of the transferor, or which is made in breach of the transferor's fiduciary duty.(c) “Transfer" includes a redemption or recall of stock.History:  1985 a. 30 s. 42; 1993 a. 482.
WI Stat § 185.25 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.25 - Applicability of ch. 408 to cooperative securities.

185.25  Applicability of ch. 408 to cooperative securities. Chapter 408 applies to those securities of a cooperative which fall within the definition of a “security" in s. 408.102, except that s. 185.21 applies to all stock of a cooperative and s. 185.23 (2) applies to all securities of a cooperative regardless of any provisions of ch. 408 which are inconsistent therewith or contrary thereto.
WI Stat § 185.31 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.31 - Directors; number, election, removal and vacancies.

185.31  Directors; number, election, removal and vacancies. (1) (a) All powers of the cooperative shall be exercised by or under authority of, and the business and affairs of a cooperative shall be managed under the direction of, the board, except as otherwise provided in this chapter. Except as provided in par. (b), every director shall be a member or a representative of a member that is other than a natural person. The bylaws shall prescribe any other qualifications for directors and may provide that directors be from specified districts.(b)1. In this paragraph, “ outside director” means a director who is neither a member nor a representative of a member that is other than a natural person.2. Subject to subds. 3. and 4., if authorized by the bylaws, a cooperative may allow for not more than 2 outside directors.3. The total number of outside directors may not exceed 20 percent of the total number of directors, as established under sub. (2).4. No person may serve as an outside director unless a majority of the members or delegates voting or a majority of directors who are not outside directors, as specified in the bylaws, votes to approve the person as a director.5. An outside director has the same voting rights as a director who is not an outside director. (2) The number of directors shall not be less than 5, provided that, in a cooperative with less than 50 members, the number of directors shall not be less than 3. Subject to such limitation, the number shall be fixed in the articles, or if the articles so provide, in the bylaws. (3) The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director's term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the department a report showing the names and addresses of all directors. (4) Unless the bylaws provide otherwise, a director may be removed upon a majority vote of all members. (5) Unless the bylaws provide otherwise, any vacancy existing in the board, including any vacancy created by an increase in the number of directors, may be filled until the next annual meeting by appointment by a majority vote of the directors then in office.History:  1985 a. 30 ss. 20, 42; 1995 a. 27; 2017 a. 76.
WI Stat § 185.32 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.32 - Directors; meetings, quorum and waiver of notice.

185.32  Directors; meetings, quorum and waiver of notice. (1) Meetings of the board shall be held at such place and upon such notice as is prescribed in or pursuant to the bylaws. (2) Unless a greater number is required in the bylaws, a majority of the directors in office shall constitute a quorum for transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board. (3) A signed waiver of notice of a board meeting is equivalent to personal notice to the person so signing. The waiver may be signed at any time. Attendance at a meeting is a waiver of notice of such meeting, except when a director attends the meeting and objects thereat to the transaction of business because the meeting was not lawfully convened. (4) Unless the bylaws provide otherwise, the purposes of any meeting of the board need not be specified in the notice or waiver of notice of such meeting. (5) (a) Unless the articles or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including an executive committee meeting, of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:1. All participating directors may simultaneously hear each other during the meeting.2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.(b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is deemed to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.History:  1989 a. 308; 1991 a. 16.
WI Stat § 185.33 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.33 - Executive committee.

185.33  Executive committee. (1) If the bylaws so provide, the board may elect an executive committee to consist of 3 or more directors. When the board is not in session, such committee shall have all powers of the board except in respect to:(a) Powers reserved by the board to itself.(b) Apportionment or distribution of proceeds.(c) Election of officers.(d) Filling of vacancies in the board.(e) Amendments to the bylaws. (2) The board may elect other directors as alternates for members of the executive committee.
WI Stat § 185.34 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.34 - Action without meeting by directors or members.

185.34  Action without meeting by directors or members. Any action which may be taken at a meeting may be taken without a meeting if a writing setting forth and approving the action taken shall be signed by all of the cooperative members, directors or executive committee members entitled to vote on such action. Such consent shall have the same force and effect as a unanimous vote at a meeting.History:  1985 a. 30 s. 42.
WI Stat § 185.35 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.35 - Officers.

185.35  Officers. (1) Unless the articles of incorporation provide otherwise, the principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. They shall be elected annually by the board at such time and in such manner as the bylaws provide. Upon original election and whenever any change is made in the officers, the cooperative shall file with the department, within 20 days, a report showing the name and address of all officers. Each principal officer except the secretary and the treasurer must be a director of the cooperative. The offices of secretary and treasurer may be combined in one person. (1m) Any principal officer of a cooperative may be designated by a title other than those designated under sub. (1), as provided in the articles of incorporation of the cooperative. The provisions of this chapter applicable to a principal officer as designated under sub. (1) apply to the principal officer as designated according to the provisions of the articles of incorporation. Any document required or permitted by this chapter to be signed by the president, vice president, secretary or assistant secretary may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign. (2) Any other officer may be chosen by the board or as provided in the bylaws. (3) All officers shall have such authority and perform such duties as the bylaws provide, or as the board may determine not inconsistent with the bylaws. Any officer may be removed by the board whenever in its judgment the best interests of the cooperative will be served thereby. Election or appointment shall not of itself create contract rights.History:  1985 a. 30 ss. 21, 22, 42; 1995 a. 27.
WI Stat § 185.36 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.36 - Compensation and benefits to directors, officers and employees.

185.36  Compensation and benefits to directors, officers and employees. (1) Unless the bylaws provide otherwise, only the members may establish compensation or other benefits for a director, not available generally to officers and employees, for services as a director. (2) Unless the bylaws provide otherwise, for prior or future services of any officer or employee, the board may provide reasonable compensation, pension, bonuses or other benefits to such officer or employee, and pension or other benefits to a member of his or her family or his or her beneficiaries. No officer or employee who is a director may take part in the vote on his or her salary for services rendered the cooperative.History:  1985 a. 30 s. 42; 1993 a. 482.
WI Stat § 185.363 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.363 - Reliance by directors or officers.

185.363  Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the cooperative, may rely on information, opinions, reports or statements, any of which may be written or oral, formal or informal, including financial statements and other financial data, if prepared or presented by any of the following: (1) An officer or employee of the cooperative whom the director or officer believes in good faith to be reliable and competent in the matters presented. (2) Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters the director or officer believes in good faith are within the person's professional or expert competence. (3) In the case of reliance by a director, a committee of the board of which the director is not a member if the director believes in good faith that the committee merits confidence.History:  1987 a. 13; 2001 a. 16.
WI Stat § 185.365 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.365 - Consideration of interests in addition to members' and stockholders' interests.

185.365  Consideration of interests in addition to members' and stockholders' interests. In discharging his or her duties to the cooperative and in determining what he or she believes to be in the best interests of the cooperative, a director or officer may, in addition to considering the effects of any action on members and stockholders, consider the following: (1) The effects of the action on employees, suppliers and customers of the cooperative. (2) The effects of the action on communities in which the cooperative operates. (3) Any other factors the director or officer considers pertinent.History:  1987 a. 13.
WI Stat § 185.367 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.367 - Limited liability of directors and officers.

185.367  Limited liability of directors and officers. (1) Except as provided in subs. (2) and (3), a director or officer is not liable to the cooperative, its members, stockholders or creditors, or any person asserting rights on behalf of the cooperative, its members, stockholders or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:(a) A willful failure to deal fairly with the cooperative, its members or stockholders in connection with a matter in which the director or officer has a material conflict of interest.(b) A violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.(c) A transaction from which the director or officer derived an improper personal profit.(d) Willful misconduct. (2) Except as provided in sub. (3), this section does not apply to any of the following:(a) A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.(b) A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute.(c) The liability of a director under s. 185.37 (1). (3) Subsection (2) (a) and (b) does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor.History:  1987 a. 13.Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
WI Stat § 185.37 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.37 - Liability of directors and members.

185.37  Liability of directors and members. (1) Directors who negligently or in bad faith vote for any distribution of assets contrary to this chapter or the articles are jointly and severally liable to the cooperative for the value of assets distributed in excess of the amount which could have been distributed without violating this chapter or the articles. Section 185.367 does not apply to the liability of directors under this subsection. (2) Members, stockholders and patrons of a cooperative are neither obligated to pay, nor liable upon, any cooperative obligation, except that stockholders are liable to an amount equal to the par value of their shares for debts due an employee for not more than 6 months' service to the cooperative.History:  1985 a. 30 s. 42; 1987 a. 13.
WI Stat § 185.38 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 185 - Cooperatives.|185.38 - Disposition of assets; right to secure debts.

185.38  Disposition of assets; right to secure debts. (1) Except as authorized by the members, the board may not dispose of all or substantially all of a cooperative's assets. At any meeting the members may authorize the disposition of all or substantially all of a cooperative's assets if:(a) Notice that such disposition will be considered at such meeting has been given to all persons entitled to vote thereon; and(b) Such disposition has been approved by two-thirds of those entitled to vote thereon voting at the meeting. (1m) (a) Except as authorized by the members, the board may not dispose of a cooperative's assets under any of the following circumstances:1. Other than in the ordinary course of business.2. In a manner that jeopardizes the purpose for which the cooperative was created or its financial vitality.(b) At any meeting the members may authorize the disposition of a cooperative's assets under circumstances described in par. (a) if all of the following apply:1. Notice that the disposition will be considered at the meeting has been given to all persons entitled to vote on the matter.2. The disposition has been approved by two-thirds of those entitled to vote on the matter who vote at the meeting. (2) Unless the bylaws provide otherwise, the board may secure payment of a cooperative's debts by mortgaging the cooperative's rights, privileges, authority and franchises, revenues and other property.History:  1985 a. 30 s. 42; 2017 a. 76.