reglab/housing_qa huggingface dataset:
WI Stat § 193.455 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.455 - Conduct and liability of directors.

193.455  Conduct and liability of directors. (1) Standard and liability.  (a) A director shall discharge the duties of the office of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A director who so performs his or her duties may not be held liable by reason of being or having been a director.(b) 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 may consider any of the following:1. The effects of the action on employees, suppliers, creditors, and customers of the cooperative.2. The effects of the action on communities in which the cooperative operates.3. The effects of the action on members and stockholders.4. The economy of this state.5. The long-term and short-term interests of the cooperative and its patron members, including the possibility that these interests may be best served by the continued independence of the cooperative.6. Any other factors the director considers pertinent. (2)  Reliance. (a) A director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:1. One or more officers or employees of the cooperative whom the director reasonably believes to be reliable and competent in the matters presented.2. Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence.3. A committee established under s. 193.445 or 193.451 (1) on which the director does not serve, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.(b) Paragraph (a) does not apply to a director who has knowledge concerning the matter in question that makes the director's reliance under par. (a) unwarranted. (3)  Presumption of assent. A director who is present at a meeting of the board when an action is approved by the board is presumed to have assented to the action approved, unless the director is prohibited by a conflict of interest from voting on the action or does any of the following:(a) Objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and fails to participate in the meeting after the objection.(b) Votes against the action at the meeting.History:  2005 a. 441.
WI Stat § 193.465 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.465 - Limitation of director's liability in articles or bylaws.

193.465  Limitation of director's liability in articles or bylaws. The articles or bylaws may eliminate or limit a director's personal liability to the cooperative or its members for monetary damages for violating s. 193.455 (1) (a), except that neither the articles nor the bylaws may eliminate or limit the liability of a director for any of the following: (1) A breach of the director's duty of loyalty to the cooperative or its members. (2) An act or omission not in good faith or that involves intentional misconduct or a knowing violation of law. (3) A transaction from which the director derived an improper personal benefit. (4) An act or omission occurring before the date on which the provision in the articles or bylaws eliminating or limiting liability becomes effective. (5) A knowing violation of ch. 408, subject to s. 193.605, or illegal distributions of cooperative assets.History:  2005 a. 441.
WI Stat § 193.475 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.475 - Officers.

193.475  Officers. (1) Required officers. (a) The board shall elect a chairperson and one or more vice-chairpersons.(b) Except as provided in sub. (3), the board shall elect or appoint a records officer and a financial officer. (2)  Chief executive and additional officers. The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative. The board may elect additional officers as the articles or bylaws authorize or require. (3)  Records officer and financial officer may be combined. The offices of records officer and financial officer may be combined. (4)  Officers that shall be directors and members. The chairperson and first vice-chairperson shall each be a director and member. The financial officer, records officer, and additional officers need not be directors or members.History:  2005 a. 441.
WI Stat § 193.478 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.478 - Director Education.

193.478  Director Education. A director shall annually attend a course in at least 2 of the following topics offered by a recognized provider of cooperative director education: (1) Duties and responsibilities of a cooperative director. (2) Board and management relations. (3) The board's role in defining and developing cooperative policies. (4) Understanding cooperative governance and structure. (5) Understanding financial statements, key financial ratios, and control tools. (6) Cooperative finance and equity redemption. (7) Cooperative strategic planning. (8) Cooperative membership communication and education. (9) Selecting and evaluating principal cooperative management. (10) Board evaluation. (11) Analyzing and understanding the current cooperative business environment.History:  2005 a. 441.
WI Stat § 193.505 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.505 - Member liability.

193.505  Member liability. A person is not personally liable for the acts, debts, liabilities, or obligations of a cooperative merely because of the person's status as a member. A member is liable for any unpaid subscription for the member's membership interest, unpaid membership fees, or any debt for which the member has separately contracted with the cooperative.History:  2005 a. 441.
WI Stat § 193.511 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.511 - Regular members' meetings.

193.511  Regular members' meetings. (1) Annual meeting. A regular members' meeting shall be held annually at a time determined by the board, unless the articles or bylaws provide otherwise. (2)  Location. The regular members' meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as determined by the board or under the articles or bylaws. (3)  Business and fiscal reports. The officers shall submit reports to the members at the regular members' meeting covering the business of the cooperative for the previous fiscal year and indicating the condition of the cooperative at the close of the fiscal year. (5)  Notice. Except as otherwise provided in this subsection, sub. (6), and s. 193.553, the cooperative shall mail a notice of the regular members' meeting to each member at the member's last known address. The cooperative shall deposit the notice in the mail at least 15 days before the date of the meeting. In lieu of mailing, the cooperative may provide notice of the meeting by any means approved by the board and agreed to by the members. The cooperative shall provide any such notice at least 2 weeks before the date of the meeting. Any notice provided to an entity under this subsection shall be addressed or directed to an officer of the entity. (6)  Waiver and objection. A member may waive notice of a regular members' meeting. A waiver is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a regular members' meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, or objects before a vote on an item of business at the meeting because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at the meeting.History:  2005 a. 441.
WI Stat § 193.515 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.515 - Special members' meetings.

193.515  Special members' meetings. (1) Calling a meeting. A special members' meeting may be called by any of the following means:(a) By the board.(b) By petition of the members under this paragraph. Except as otherwise provided in this paragraph, the chairperson of the board shall call a special members' meeting if a written petition requesting the meeting is signed by at least 20 percent of the patron members and is submitted to the chairperson. Unless the articles or bylaws provide otherwise and except as otherwise provided in this paragraph, the chairperson of the board shall call a special members' meeting if a written petition requesting the meeting is signed by at least 20 percent of the nonpatron members, 20 percent of all members, or members representing 20 percent of all membership interests and is submitted to the chairperson. A special members' meeting held under this paragraph shall be held within 30 days after submission of the petition to the chairperson. This paragraph does not authorize any meeting that is unrelated to a proper cooperative purpose. (2)  Notice. Except as otherwise provided in this subsection, sub. (3), and s. 193.553, the cooperative shall mail a notice of any special members' meeting to each member at the member's last known address. In lieu of mailing, the cooperative may provide notice of the meeting by any means approved by the board and agreed to by the members. Any notice provided to an entity under this subsection shall be addressed or directed to an officer of the entity. Any notice provided under this subsection shall state the time, place, and purpose of the meeting. Any notice provided under this subsection shall be given at least 10 days before the date of the meeting. (3)  Waiver and objection. A member may waive notice of a special members' meeting. A waiver is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a special members' meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, or objects before a vote on an item of business at the meeting because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at the meeting.History:  2005 a. 441.
WI Stat § 193.518 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.518 - Effect of insufficient notice.

193.518  Effect of insufficient notice. Failure of a member to receive a notice required under s. 193.511 (5) or 193.515 (2) does not invalidate any action that is taken at the applicable meeting.History:  2005 a. 441.
WI Stat § 193.521 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.521 - Certification of notice.

193.521  Certification of notice. (1) Certificate required. After mailing or otherwise providing notices required under s. 193.511 (5) or 193.515 (2), the cooperative shall execute a certificate containing the date of mailing or provision of the notices and a statement that the notices were mailed or provided as required under s. 193.511 (5) or 193.515 (2), as applicable. (2)  Matter of record. The cooperative shall include the certificate under sub. (1) in the record of the meeting to which the certificate relates.History:  2005 a. 441.
WI Stat § 193.523 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.523 - Electronic notice.

193.523  Electronic notice. (1) Effective date of electronic notice. Any notice given by a cooperative to members in electronic format takes effect as follows:(a) If by facsimile communication, when directed to a telephone number at which the member has consented to receive notice.(b) If by electronic mail, when directed to an electronic mail address at which the member has consented to receive notice.(c) If by a posting on an electronic network on which the member has consented to receive notice, upon the later to occur of the posting and the giving of a separate notice to the member of the specific posting.(d) If by any other means to which the member has consented, when directed to the member pursuant to that means. (2)  Affidavit. An affidavit of the secretary of the board, other authorized officer, or authorized agent of the cooperative, indicating that a notice has been given in electronic format under sub. (1) is, in the absence of fraud, prima facie evidence that the notice was so given. (3)  Consent. If a member consents to the receipt of notice in electronic format, the member shall deliver a statement to that effect in writing to the cooperative. A statement under this subsection is effective until it is revoked by the member. A revocation under this subsection does not affect the validity of any notice given before receipt by the cooperative of the revocation.History:  2005 a. 441.
WI Stat § 193.524 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.524 - Revocation of electronic communication.

193.524  Revocation of electronic communication. A member may revoke any vote, authorization, or consent submitted in electronic format by the member to a cooperative under this chapter by delivering a notice of revocation to a director or the chief executive officer of the cooperative before the vote is counted or the authorization or consent is relied upon.History:  2005 a. 441.
WI Stat § 193.525 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.525 - Quorum at members' meeting.

193.525  Quorum at members' meeting. (1) Generally; presence of objecting member. Unless the articles or bylaws provide otherwise and except as provided in sub. (2m), a quorum for the transaction of business at a members' meeting is 10 percent of the total number of members for a cooperative with 100 or less members and 15 percent of the total number of members for all other cooperatives. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members present at the meeting. The registration shall be verified by the chairperson of the board or the records officer of the cooperative and shall be reported in the minutes of the meeting. Any member who objects at the beginning of a members' meeting to the transaction of business because the meeting is not lawfully called or convened and who fails to participate in the meeting after the objection may not be considered as present at the meeting for purposes of determining whether a quorum is present. (2)  Quorum for voting by mail or alternative ballot. Except as provided in s. 193.531 (2), in determining whether a quorum is present at a members' meeting for purposes of conducting a vote on a question that members may vote on by mail or alternative ballot, the number of members physically present at the meeting shall be added to the number of members voting by mail or alternative ballot. (2m)  Quorum for votes by class or series. Except as otherwise provided in the articles or bylaws or a member control agreement, if a vote at a members' meeting is open only to holders of a particular class or series of membership interests, a quorum for conducting the vote is a number of members holding 10 percent of the voting power of the class or series for a cooperative with 100 or less members and a number of members holding 15 percent of the voting power of the class or series for all other cooperatives. (3)  Meeting action invalid without quorum. An action taken or approved at a members' meeting by vote of the members is invalid if a quorum is not present at the time of the vote, unless approval of the members is not required under this chapter, the articles, or the bylaws.History:  2005 a. 441.
WI Stat § 193.531 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.531 - Virtual members' meetings and attendance.

193.531  Virtual members' meetings and attendance. (1) Construction and application. This section shall be construed and applied as follows:(a) To facilitate remote communication consistent with other applicable law.(b) To be consistent with reasonable practices concerning remote communication and with the continued expansion of those practices. (2)  Virtual members' meetings and attendance. To the extent authorized in the articles or bylaws or, unless prohibited by the articles or bylaws, in a member control agreement, and as determined by the board, a members' meeting may be held such that all members participate in the meeting by a means of communication rather than by being physically present at the meeting. To the extent authorized in the articles or bylaws or, unless prohibited by the articles or bylaws, in a member control agreement, and as determined by the board, a member may participate in a members' meeting at which other members are physically present by a means of communication rather than by being physically present at the meeting. A meeting may be held or a member may participate in a meeting as authorized under this subsection only if the requirements of sub. (4) are satisfied. The number of members physically present at a meeting, if any, shall be added to the number of members otherwise participating in the meeting under this subsection to determine whether a quorum is present under s. 193.525, except that any member who objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and who fails to participate in the meeting after the objection may not be considered as present at the meeting for purposes of determining whether a quorum is present. (4)  Requirements for virtual meetings and attendance. All of the following apply to any meeting held under sub. (2):(a) The cooperative shall implement reasonable measures to verify that each person participating in the meeting by a means of communication is a member.(b) The cooperative shall implement reasonable measures to provide each member participating in the meeting by a means of communication with a reasonable opportunity to actively participate, including an opportunity to do all of the following:1. Read or hear the proceedings of the meeting substantially concurrently with those proceedings.2. If allowed by the procedures governing the meeting, have the member's remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks.3. If otherwise entitled, vote on matters submitted to the members.History:  2005 a. 441.
WI Stat § 193.535 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.535 - Actions of the members.

193.535  Actions of the members. (1) Generally. Unless this chapter provides otherwise and except as provided in sub. (2m) and s. 193.545 (1) (a) and (4), the members shall take action by the affirmative vote of the greater of the following:(a) A majority of the voting power of the membership interests present and entitled to vote on that item of business.(b) A majority of the voting power that would constitute a quorum for the transaction of business at the meeting or for conducting the vote.(c) The proportion of voting power specified in this chapter, the articles or bylaws, or a member control agreement as necessary for that item of business. (2m)  Exception for objecting member. Any member who objects at the beginning of a members' meeting to the transaction of business because the meeting is not lawfully called or convened and who fails to participate in the meeting after the objection may not be considered as present at the meeting for purposes of sub. (1).History:  2005 a. 441.
WI Stat § 193.541 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.541 - Actions without a members' meeting.

193.541  Actions without a members' meeting. (1) Generally. (a) Unless the articles or bylaws provide otherwise, any action required or permitted by this chapter to be authorized at a members' meeting may be authorized without a meeting if that action is authorized by all members and is evidenced by one or more written statements, signed by each member, describing and consenting to the action. Such an action has the same effect as an action authorized by unanimous vote at a members' meeting at which all members are present and may be described as such in any document.(b) The articles or bylaws may allow the members to authorize any other action on behalf of the cooperative, other than an action requiring board approval, without a members' meeting, if the action is authorized by the number of members that would be required to approve the action at a members' meeting at which all members were present and if the action is evidenced by one or more written statements, signed by each authorizing member, describing and consenting to the action. Such an action has the same effect as an action authorized by vote of the number of authorizing members at a meeting at which all members are present and may be described as such in any document. (2)  Effective date. Any action authorized under sub. (1) is effective when the last member necessary for authorization signs the statement evidencing his or her consent, unless the statement specifies a different effective date. (3)  Notice and liability. When an action is taken under sub. (1) (b) with the authorization of less than all members, the board shall ensure that all other members are notified immediately of the action and its effective date. Failure to provide the notice does not invalidate the action. A member who does not authorize an action taken under sub. (1) (b) may not be held liable as a result of the action. (4)  Records. A cooperative shall retain all statements signed by its members under sub. (1).History:  2005 a. 441.