reglab/housing_qa huggingface dataset:
WI Stat § 193.225 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.225 - Conversion to cooperative.

193.225  Conversion to cooperative. (1) Authority and notice. A business entity other than an cooperative may become a cooperative by following the applicable procedure under sub. (2) or (3). A business entity shall provide its members with a disclosure statement listing the rights and obligations of the members and the capital structure of the proposed cooperative before making a conversion under this section. (2)  Procedure for entities organized in this state. A business entity organized under the laws of this state, other than a cooperative, that elects to make a conversion as provided under sub. (1) shall amend its organizational documents in the manner provided under the laws that govern the business entity. The business entity shall file with the department amended articles of organization that comply with s. 193.215. Upon the filing of the amended articles of organization, the business entity is converted to a cooperative and is governed by the applicable provisions of this chapter. (3)  Procedure for entities organized in other states. A business entity organized under the laws of another state that elects to make a conversion as provided under sub. (1) shall amend its organizational documents in the manner provided under the other state's laws that govern the business entity. The business entity shall file with the department amended articles of organization that comply with s. 193.215. Upon the filing of the amended articles of organization, the business entity is converted to a cooperative and is governed by the applicable provisions of this chapter. (4)  Conversion of cooperatives organized under chapter 185. A cooperative that is organized under ch. 185 may not convert to a cooperative organized under this chapter regardless of whether the conversion is accomplished directly within Wisconsin or indirectly through or with any out-of-state entity.History:  2005 a. 441.
WI Stat § 193.231 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.231 - Curative filing.

193.231  Curative filing. If the department determines that a cooperative has made an erroneous filing under this chapter, the department may revoke and expunge the erroneous filing and authorize a curative document to be filed. The department shall charge the cooperative a filing fee of $500 for any such revocation, expungement, and subsequent curative filing.History:  2005 a. 441.
WI Stat § 193.245 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.245 - Cooperative records.

193.245  Cooperative records. (1) A cooperative shall keep as permanent records minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting by a written unanimous consent in lieu of a meeting, and a record of all waivers of notices of meetings of the members and of the board. (2) A cooperative shall maintain appropriate accounting records. (3) A cooperative shall keep a copy of each of the following records at its principal office:(a) Its articles, bylaws, and other governing instruments.(c) A record of the names and addresses of its members, in a form that allows preparation of a list of members that is alphabetical and that shows each member's address.(d) The minutes of members' meetings and records of all actions taken by members without a meeting by unanimous written consent in lieu of a meeting, for the past 3 years.(e) All written communications within the past 3 years to members as a group or to any class of members as a group.(f) A list of the names and business addresses of its current directors and officers.(g) All financial statements prepared for periods ending during the last fiscal year. (4) A cooperative shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time. (5) Except as otherwise provided under this section, the board may determine what records are appropriate for the purposes of the cooperative, the length of time records are to be retained, and, subject to s. 193.501 (4), policies relating to the confidentiality, disclosure, inspection and copying of the records of the cooperative. This subsection does not permit the board to withhold documents that are otherwise required to be disclosed by law.History:  2005 a. 441.
WI Stat § 193.305 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.305 - Emergency powers.

193.305  Emergency powers. (1) In anticipation of or during an emergency, as defined in sub. (4), the board may do any of the following:(a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so. (2) All of the following apply during an emergency, as defined in sub. (4), unless emergency bylaws under s. 193.241 (7) provide otherwise:(a) Notice of a meeting of the board need be given only to those directors whom it is practicable to reach and may be given in any practicable manner.(b) One or more officers of the cooperative present at a meeting of the board may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum. (3) Action taken in good faith during an emergency under this section to further the ordinary business affairs of the cooperative:(a) Binds the cooperative.(b) May not be the basis for the imposition of liability on any director, officer, employee, or agent of the cooperative on the ground that the action was not authorized cooperative action. (4) An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.History:  2005 a. 441.
WI Stat § 193.311 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.311 - Agricultural product and commodity marketing contracts.

193.311  Agricultural product and commodity marketing contracts. (1) Authority. A cooperative and its patron member or patron may enter into a marketing contract, requiring the patron member or patron to sell a specified portion of the patron member's or patron's agricultural product or specified commodity produced from a specified area exclusively to or through the cooperative or a facility established by the cooperative. (2)  Title to products. If an agricultural product or commodity is sold to a cooperative under a contract under sub. (1), the sale transfers title to the product or commodity absolutely, subject to any valid lien or security interest in the product or commodity, to the cooperative on delivery of the product or commodity or at another time specified in the contract. A contract under sub. (1) may allow a cooperative to sell agricultural products or commodities with or without taking title to the products or commodities, and pay the sales price to the applicable patron member or patron, after deducting amounts specified in the contract. (3)  Term of contract. The term of a contract under sub. (1) may not exceed 10 years, except that a contract may be renewed for periods not exceeding 5 years each, subject to the right of either party to immediately terminate the contract by giving written notice of the termination to the other party. (4)  Liquidated damages for breach of contract. A contract under sub. (1) may require the patron member or patron to pay an amount to the cooperative as liquidated damages for the patron member's or patron's breach of any provision of the contract regarding the sale, delivery, or withholding of a product or commodity. The amount of liquidated damages shall be specified by including the specified amount in the contract. (5)  Injunction against breach of contract. If a patron member or patron breaches or threatens to breach a contract under sub. (1), the cooperative may commence an action for specific performance and injunctive relief under ch. 813. (6)  Criminal penalty for contract interference and false reports. (a) No person may knowingly induce or attempt to induce a patron member or patron of a cooperative to breach a contract under sub. (1).(b) No person may maliciously and knowingly publish false reports about the finances or management of a cooperative.(c) Any person who violates par. (a) or (b) may be fined not more than $1,000 or imprisoned for not more than 6 months, or both. (7)  Civil liability for contract interference and false reports. In addition to the penalty provided in sub. (6) (c), any person who violates sub. (6) (a) or (b) may be liable to the cooperative for damages caused by the violation.History:  2005 a. 441.
WI Stat § 193.315 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.315 - Indemnification and insurance against securities law claims.

193.315  Indemnification and insurance against securities law claims. Section 185.042 applies to a cooperative to the same extent as if the cooperative was organized under ch. 185.History:  2005 a. 441.
WI Stat § 193.401 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.401 - Board governs cooperative.

193.401  Board governs cooperative. A cooperative shall be governed by its board which shall take all action for and on behalf of the cooperative except those actions reserved or granted to members. No director or group of directors may act for or on behalf of the cooperative unless authorized by the board or this chapter. A director may advocate interests of members or member groups to the board, but the fiduciary duty of each director is to represent the best interests of the cooperative and all members collectively.History:  2005 a. 441.
WI Stat § 193.405 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.405 - Number of directors.

193.405  Number of directors. The board shall have at least 5 directors, except that the board of a cooperative with 50 or fewer members may have as few as 3 directors.History:  2005 a. 441.
WI Stat § 193.415 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.415 - Removal of directors.

193.415  Removal of directors. All of the following apply, unless the articles or bylaws provide otherwise: (2)  Removal of temporary directors by board. A director who was appointed by the board to fill a vacancy may be removed by the board at any time, with or without cause, if all of the following apply:(a) The members have not elected directors in the interval between the time of the appointment to fill the vacancy and the time of the removal.(b) A majority of the remaining directors present affirmatively vote to remove the director. (3)  Removal of directors by members. A director may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors, except that a director who was elected solely by the patron members or the holders of a class or series of membership interests, as provided in the articles or bylaws, may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members or of all membership interests of the class or series entitled to vote at an election of that director, respectively. (4)  Election of replacement directors. Notwithstanding s. 193.421, a replacement director may be elected to serve out the remaining term of the removed director at a meeting at which the director was removed.History:  2005 a. 441.
WI Stat § 193.417 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.417 - Resignation of directors.

193.417  Resignation of directors. A director may resign by giving notice to the board or the chairperson of the board. The resignation is effective without acceptance upon receipt by the board or the chairperson of the board, unless the notice specifies a later effective date.History:  2005 a. 441.
WI Stat § 193.421 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.421 - Filling vacancies.

193.421  Filling vacancies. (1) Patron directors. If a vacancy occurs in the office of a director who was elected solely by the patron members, as provided in the articles or bylaws, or a new office of director is created for such a director, the board, in consultation with the other directors elected solely by the patron members, as provided in the articles or bylaws, shall appoint a patron member of the cooperative to temporarily fill the vacancy until a successor is elected at the next regular or special members' meeting. An appointment under this subsection shall be by majority vote of the remaining directors, regardless of whether there is a quorum present. If there are no other directors elected solely by the patron members, as provided in the articles or bylaws, at the time of the vacancy, the office shall remain vacant and a special patron members' meeting shall be called to elect a successor. (2)  Nonpatron directors. Unless otherwise provided in the articles or bylaws, if a vacancy occurs in the office of any director other than a director described in sub. (1) or if a new office of director is created other than a new office described in sub. (1), the board shall appoint a director to temporarily fill the vacancy by majority vote of the remaining directors, regardless of whether there is a quorum present. A successor shall be elected at the next regular or special members' meeting. (3)  Term of successor. Any successor elected under this section is elected for the remainder of the unexpired term of the director whose vacancy the successor was elected to fill.History:  2005 a. 441.
WI Stat § 193.423 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.423 - Allocation of voting authority among directors.

193.423  Allocation of voting authority among directors. (1) The voting authority of the directors may be allocated according to allocation units or equity classifications of the cooperative if any of the following conditions is satisfied:(a) The directors elected by patron members have collectively at least 51 percent of the voting authority of the board on general matters of the cooperative.(b) The directors elected by patron members do not have, collectively, minority voting authority on the board on general matters of the cooperative. (2) The patron board directors' vote shall be voted collectively as determined by a majority vote of the patron directors. A tie in the number of patron board director votes shall be construed as a vote against the matter.History:  2005 a. 441.
WI Stat § 193.431 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.431 - Quorum; presence of objecting director.

193.431  Quorum; presence of objecting director. Unless otherwise provided in the articles or bylaws, a majority of the directors currently holding office is a quorum for the transaction of business. Any director who objects at the beginning of a board 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. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a meeting is properly convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than a quorum.History:  2005 a. 441.
WI Stat § 193.435 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.435 - Actions of the board.

193.435  Actions of the board. (1) Generally. Unless this chapter or the articles or bylaws provide otherwise and except as provided in sub. (2), the board shall take action by the affirmative vote of the greater of the following:(a) A majority of directors present at a meeting at the time the action is taken.(b) A majority of the minimum number of directors that would constitute a quorum for the transaction of business at the meeting. (2)  Exception for objecting director. Any director who objects at the beginning of a board 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 § 193.441 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.441 - Actions without a meeting.

193.441  Actions without a meeting. (1) Generally. (a) Unless the articles or bylaws provide otherwise, any action required or permitted by this chapter to be authorized at a board meeting may be authorized without a meeting if that action is authorized by all directors and is evidenced by one or more written statements, signed by each director, describing and consenting to the action. Such an action has the same effect as an action authorized by unanimous vote at a meeting at which all directors are present and may be described as such in any document.(b) The articles or bylaws may allow the board to take any other action on behalf of the cooperative, other than an action requiring member approval, without a board meeting, if the action is authorized by the number of directors that would be required to approve the action at a board meeting at which all directors were present and if the action is evidenced by one or more written statements, signed by each authorizing director, describing and consenting to the action. Such an action has the same effect as an action authorized by vote of the number of authorizing directors at a meeting at which all directors 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 director 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 directors, the authorizing directors shall ensure that all other directors are notified immediately of the action and its effective date. Failure to provide the notice does not invalidate the action. A director 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 directors under sub. (1).History:  2005 a. 441.
WI Stat § 193.443 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.443 - Board authority concerning certain cooperative property.

193.443  Board authority concerning certain cooperative property. (1) Sale in usual and regular course of business. The board may sell, lease, transfer, or otherwise dispose of all or substantially all of the cooperative's property in the usual and regular course of the cooperative's business. (2)  Other sales. The board may sell, lease, transfer, or otherwise dispose of all or substantially all of the cooperative's property not in the usual and regular course of the cooperative's business if all of the following apply:(a) The cooperative's accountant has given the board an opinion that the cooperative cannot continue as an ongoing business and is under financial duress.(b) The board has given notice to the members of the impending or potential disposition prior to the disposition.(c) The board has determined that failure to proceed with the disposition would be adverse to the interests of the members and the cooperative. (3)  Security interests. The board may grant a security interest in all or substantially all of the cooperative's property whether or not in the usual and regular course of the cooperative's business. (4)  Transfer to certain affiliates. The board may transfer any or all of the cooperative's property to a business entity all the ownership interests of which are owned by the cooperative. (5)  Asset securitization. For purposes of debt financing, the board may transfer any or all of the cooperative's property to a special purpose entity owned or controlled by the cooperative for an asset securitization.History:  2005 a. 441.
WI Stat § 193.445 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.445 - Audit committee.

193.445  Audit committee. The board shall establish an audit committee, consisting of members who will ensure an independent review of the cooperative's finances, to review the financial information and accounting reports of the cooperative. The board shall present audited financial statements to the members unless all of the following apply: (1) The articles or bylaws permit financial statements that are not audited. (2) The financial statements clearly state that they are not audited and a statement is included in the financial statement describing the difference between the financial statements and audited financial statements that are prepared according to generally accepted accounting processes.History:  2005 a. 441.
WI Stat § 193.451 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 193 - Unincorporated cooperative associations.|193.451 - Committees.

193.451  Committees. (1) Generally; special litigation committee. The board, by resolution, may establish committees having the authority of the board in the management of the business of the cooperative to the extent described in the resolution. The board, by resolution, may establish a special litigation committee of specified duration under this subsection, consisting of one or more independent directors or other independent persons, to consider the legal rights of and remedies available to the cooperative and whether those rights should be enforced and those remedies should be pursued. Any committee established under this subsection, other than a special litigation committee, is subject at all times to the direction and control of the board. The board may amend a resolution establishing a special litigation committee. (2)  Membership. A committee established under sub. (1) shall consist of one or more individuals. Unless the articles or bylaws provide otherwise, committee members need not be directors. (3)  Committee procedure. The procedures for a board meeting apply to a meeting of a committee established under sub. (1) and to committee members to the same extent as those procedures apply to a board meeting and directors. (4)  Minutes. The chairperson of a committee established under sub. (1) shall ensure that minutes, if any, of committee meetings are provided, upon request, to members of the committee and to any director. (5)  Standard of conduct for directors. Establishment of, delegation of authority to, and action by a committee under sub. (1) does not alone constitute compliance by a director with s. 193.455 (1). (6)  Duties of committee members; limitation of liability. Sections 193.455, 193.461, and 193.465 apply to members of committees established under sub. (1) to the same extent as those sections apply to directors.History:  2005 a. 441.