reglab/statecodes huggingface dataset:
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.551 - Patron member voting based on patronage.

193.551
Patron member voting based on patronage.
(1)
Additional vote permitted.
(a)
The articles or bylaws may authorize patron members to have an additional vote in determining the collective vote of patron members under s. 193.545 (1) (a) as provided in this subsection.
(b)
The articles or bylaws may grant a patron member an additional vote under par. (a) if the issue to be voted upon relates to a specified amount of business transacted between the patron member and the cooperative.
(c)
The articles or bylaws may grant additional votes under par. (a) to a specified number of patron members who are also patron members of another cooperative that is itself a member of the cooperative.
(d)
The articles or bylaws may grant additional votes under par. (a) to a patron member that is a cooperative, based on the amount of equity allocated to or held by the patron member in the cooperative.
(2)
Additional votes for delegates.
(a)
For a cooperative with districts or other units of patron members, the articles or bylaws may authorize a delegate elected by patron members to have additional votes as provided in this subsection in determining the collective vote of patron members under s. 193.545 (1) (a).
(b)
The articles or bylaws may grant a delegate an additional vote under par. (a) based on a specified amount of business transacted between the patron members represented by the delegate and the cooperative.
(c)
The articles or bylaws may grant a delegate an additional vote under par. (a) based upon the amount of equity allocated to or held by the patron members represented by the delegate.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.553 - Voting rights limited to members as of date certain.

193.553
Voting rights limited to members as of date certain.
The board may establish a date for the determination of membership interests entitled to notice of and entitled to vote at a members' meeting. The date established by the board may not be more than 60 days before the date of the meeting. If a date is established under this subsection, only members as of that date are entitled to notice of and may vote at that meeting.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.555 - Voting rights of nonmembers.

193.555
Voting rights of nonmembers.
The articles or bylaws may authorize any nonmember or class of nonmembers to vote at a members' meeting in the same manner as patron members are permitted to vote. The articles or bylaws may prescribe the manner by which persons are authorized to vote under this section.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.557 - Voting of jointly owned membership interests.

193.557
Voting of jointly owned membership interests.
If a membership interest is owned jointly by 2 or more persons, any one of the owners may vote based upon that membership interest, unless the cooperative receives written notice from any of the owners denying the authority of that person to vote based upon that membership interest.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.559 - Cumulative voting by members.

193.559
Cumulative voting by members.
Except as provided in ss. 193.411 (4m) and 193.557, a member with more than one vote that is entitled to vote may allocate the member's votes in any way the member chooses. If such a member votes without designating an allocation, the member is considered to have voted all of the member's votes in that way.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.561 - Voting by business entities, subsidiaries, legal representatives, and holders of security interests.

193.561
Voting by business entities, subsidiaries, legal representatives, and holders of security interests.
(1)
Membership interests held by a business entity. If a member entitled to vote is a business entity, the chairperson of the board, chief executive officer, or other authorized agent of the member may cast the member's votes.
(2)
Membership interest held by subsidiary of cooperative. Except as provided in the articles or bylaws or sub. (3), if a member is a subsidiary of the cooperative, the member may not vote.
(3)
Membership interest held in fiduciary capacity by cooperative. Membership interests held in a fiduciary capacity by the cooperative or a subsidiary of the cooperative are not entitled to vote, except to the extent that the settlor or beneficiary is entitled to vote and either exercises the right to vote or instructs the cooperative or subsidiary on how to vote.
(4)
Membership interest controlled by certain representatives. Except as provided in subs. (3) and (5), if a person, in the capacity of a personal representative, administrator, executor, guardian, or conservator, or in a similar capacity, controls the membership interest of a member entitled to vote, the person may vote on behalf of the member.
(5)
Membership interest controlled by trustee in bankruptcy or receiver. If a trustee in bankruptcy or a receiver controls the membership interest of a member entitled to vote, the trustee or receiver may vote on behalf of the member if authorized to do so by the court appointing the trustee or receiver.
(7)
Holders of security interest. The granting of a security interest in a membership interest does not entitle the holder of the security interest to vote.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.571 - Member authority concerning certain cooperative property.

193.571
Member authority concerning certain cooperative property.
Except as provided in s. 193.443, a cooperative may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course of its business, upon those terms and conditions that the board considers expedient, when approved by the affirmative vote of the members owning a majority of the voting power of the interests entitled to vote and by the board. Notwithstanding s. 193.511 (6), 193.515 (3), and 193.553, written notice of any members' meeting at which a vote will be taken under this section shall be given to all members. The written notice shall state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.605 - Cooperative securities.

193.605
Cooperative securities.
(1)
Applicability of ch. 408 to cooperative securities. To the extent that the provisions of this chapter concerning the authorization, issuance, control, use, and rights of membership interests or concerning the stock of a cooperative are inconsistent with ch. 408, the provisions of this chapter apply.
(2)
Liability of cooperative for wrongful transfers of its securities.
(a)
In this subsection:
1.
“Proper person" means the registered owner or last prior transferee, whether or not described as fiduciary for another, or his or her authorized agent or legal representative or the successor to his or her interest by operation of law.
2.
“Transfer" includes a redemption or recall of stock.
3.
“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.
(b)
A cooperative may not be held 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 a wrongful transfer.
(3)
Missing securities or records.
(a)
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.
(b)
When records showing ownership of securities or apportionment of equity or membership interests are missing and the information therein contained is necessary to a proposed redemption of the interest, the cooperative may give notice and redeem by satisfying all of the following:
1.
The cooperative shall set aside an amount equal to the value of the interests to be redeemed.
2.
The cooperative shall give notice of such redemption to all owners of interests of which the cooperative has knowledge.
3.
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:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.611 - Assignment of financial rights.

193.611
Assignment of financial rights.
(1)
Assignment of financial rights permitted. Except as provided in sub. (3), a member's financial rights in a cooperative are transferable in whole or in part.
(2)
Effect of assignment of financial rights. An assignment of a member's financial rights under sub. (1) entitles the assignee to receive, to the extent assigned, only the share of profits and losses and the distributions to which the assignor would otherwise be entitled. An assignment of a member's financial rights under sub. (1) does not dissolve the cooperative and does not entitle or empower the assignee to become a member, to exercise any governance rights, to receive any notices from the cooperative, or to cause dissolution. The assignment may not allow the assignee to control the member's exercise of governance or voting rights.
(3)
Restrictions on assignment of financial rights.
(a)
A restriction on the assignment of financial rights in a cooperative may be imposed in the articles, in the bylaws, in a member control agreement, by a resolution adopted by the members at a members' meeting, or by an agreement among members and the cooperative. A restriction is not binding with respect to financial rights reflected in the required records of the cooperative before the adoption of the restriction, unless the owners of those financial rights are parties to the agreement or voted in favor of the restriction.
(b)
Subject to par. (c), a restriction under par. (a) is enforceable only if the restriction is not manifestly unreasonable under the circumstances and is noted conspicuously in the required records of the cooperative. Such a restriction may be enforced against the owner of the restricted financial rights or a successor or transferee of the owner, including a pledgee or a legal representative.
(c)
A restriction on an assignment of financial rights under par. (a) which is otherwise valid and in effect at the time of the issuance of a statement of membership interest issued by the cooperative under s. 193.615 but which is not reflected in that statement is ineffective against an assignee who takes an assignment in reliance on the statement.
(d)
A security interest in a member's financial rights may be foreclosed and otherwise enforced, and a secured party may assign a member's financial rights in accordance with ch. 408, without the consent or approval of the member whose financial rights are subject to the security interest.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.625 - Replacement certificates.

193.625
Replacement certificates.
(1)
Issuance. A cooperative may issue a replacement certificate of membership interest under s. 193.621 using the procedure specified in s. 408.405 (1), if the owner of the membership interest represented in a certificate claims that the certificate has been lost, destroyed or wrongfully taken.
(2)
Not an overissue. The issuance of a replacement certificate under sub. (1) is not an overissue of the membership interest it represents.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.631 - Restriction on transfer or registration of membership interests.

193.631
Restriction on transfer or registration of membership interests.
(1)
How imposed. A restriction on the transfer, including registration, of a membership interest may be imposed in the articles, in the bylaws, in a member control agreement, by a resolution adopted by the members, or by an agreement among or other written action by members or among them and the cooperative. A restriction imposed by a member control agreement or other written action of members is effective only against the parties to the agreement or written action or the members who assent pursuant to a member resolution. A restriction is not binding with respect to membership interests issued prior to the adoption of the restriction, unless the holders of those membership interests are parties to the agreement or voted in favor of the restriction.
(2)
Restrictions permitted.
(a)
A restriction under sub. (1) is enforceable only if the restriction is not manifestly unreasonable under the circumstances and any of the following apply:
1.
The restriction is noted conspicuously on a certificate of membership interest representing the membership interest or the existence of the restriction is noted on the certificate and reference is made to a separate document creating or describing the restriction.
2.
The restriction is imposed under this chapter or is included in the articles or bylaws.
3.
The restriction relates to an uncertificated membership interest and is included in information sent to the holders of such a membership interest.
(b)
A restriction that is enforceable under par. (a) may be enforced against the holder of the restricted membership interest or a successor or transferee of the holder, including a pledgee or a legal representative.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.701 - Authorization, form, and acceptance.

193.701
Authorization, form, and acceptance.
(1)
Board may authorize. If authorized by the board, a cooperative may accept contributions, make contribution agreements under s. 193.711, and make contribution rights agreements under s. 193.715.
(2)
Permissible forms. A person may make a contribution to a cooperative by any of the following means:
(a)
By paying money or transferring the ownership of an interest in property to the cooperative, or performing services to or for the benefit of the cooperative.
(b)
Through a written obligation that is signed by the person and requires the person to pay money or transfer ownership of an interest in property to the cooperative or to perform services to or for the benefit of the cooperative.
(3)
Acceptance of contributions. No purported contribution is to be treated as or considered to be a contribution, unless all of the following apply:
(a)
The board accepts the contribution on behalf of the cooperative and in that acceptance describes the contribution, including terms of future performance, if any, and states the value being accorded to the contribution.
(b)
The acceptance of the contribution and the contribution's accorded value are both reflected in the required records of the cooperative.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.702 - Valuation; presumption and liability.

193.702
Valuation; presumption and liability.
The determinations of the board as to a contribution's accorded value under s. 193.701 (3) (a) and the fairness to the cooperative of a contribution and any terms of payment or performance applicable to the contribution, the terms of any contribution agreement under s. 193.711, and the terms of any contribution rights agreement under s. 193.715 are presumed to be proper if the determinations are made in good faith and on the basis of methods that are reasonable under the circumstances. Directors who are present and entitled to vote, and who, intentionally or without reasonable investigation, fail to vote against approving a consideration that is unfair to the cooperative, or who overvalue property or services received or to be received by the cooperative as a contribution, are jointly and severally liable to the cooperative for the benefit of the members then existing who did not consent to and are damaged by the consideration or overvaluing of property or services, to the extent of the damages to those members. A director against whom a claim is asserted pursuant to this section, except in a case of knowing participation in a deliberate fraud, is entitled to contribution on an equitable basis from other directors who are liable under this section.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.705 - Restated value of previous contributions.

193.705
Restated value of previous contributions.
(1)
Definition. In this section, “old contributions" means all contributions reflected in the required records of a cooperative immediately before the time the cooperative accepts a new contribution.
(2)
Restatement required. If a cooperative accepts a new contribution, the board shall restate the value of all old contributions.
(3)
Restatement method for same series or class.
(a)
Unless otherwise provided in the articles or bylaws, the board shall restate the value of old contributions of the same series or class of the new contribution by following all of the following steps in numerical order:
1.
State the value accorded to the new contribution under s. 193.701 (3) (a).
2.
Determine what the total value will be, after the restatement under this subsection, of all contributions of same series or class as the new contribution.
3.
Subtract the value stated under subd. 1. from the value determined under subd. 2., yielding the total value, after the restatement under this subsection, of all the old contributions of the particular series or class.
4.
Subtract the value, as reflected in the required records before the restatement under this subsection, of the old contributions from the value determined under subd. 3., yielding the value to be allocated among and added to the old contributions of the particular series or class.
5.
Allocate the value determined under subd. 4. proportionally among the old contributions of the particular series or class, add the allocated values to the values of those old contributions, and change the required records accordingly.
(b)
The values determined under par. (a) 4. and allocated and added under par. (a) 5. may be positive, negative, or zero.
(4)
Restatement method for different series or class. Unless otherwise provided in the articles or bylaws, the board shall restate the value of old contributions of a series or class different from that of the new contribution by following all of the following steps in alphanumerical order:
(a)
Determine the percentage by which any restatement under sub. (3) has changed the total contribution value reflected in the required records for the series or class of the new contribution.
(b)
As to each old contribution of a different series or class, change the value reflected in the required records by the percentage determined under par. (a). The percentage determined under par. (a) may be positive, negative, or zero.
(5)
Aggregating new contributions. If a cooperative accepts more than one new contribution of the same series or class at the same time, then for the purpose of the restatement required by this section the board may consider all such new contributions as if they were a single contribution.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.715 - Contribution rights agreements.

193.715
Contribution rights agreements.
(1)
Contribution rights agreements permitted. Pursuant to s. 193.701 (1) and subject to any restrictions in the articles or bylaws, a cooperative may enter into an agreement that provides a person rights to contribute goods, services, or money to the cooperative.
(2)
Writing required; terms included by reference. A contribution rights agreement shall be in writing. Terms of the agreement may be included by reference.
(3)
Restrictions on assignment. Unless the articles or bylaws provide otherwise, a person may not assign, in whole or in part, that person's rights under a contribution rights agreement to a person who is not a member at the time of the assignment, unless all the members consent to the assignment in writing.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.721 - Allocations of profits and distributions of cash and other assets.

193.721
Allocations of profits and distributions of cash and other assets.
(1)
Allocation of profits and losses. Except as otherwise provided in this subsection and the articles or bylaws, profits and losses shall be allocated between patron membership interests collectively and nonpatron membership interests collectively on the basis of the value of contributions received from patron membership interests collectively and nonpatron membership interests collectively. The allocation of profits to patron membership interests collectively in a fiscal year may not be less than 51 percent of the total profits for that fiscal year, except that the allocation of profits to patron membership interests collectively in a fiscal year may not be less than 30 percent of the total profits for that fiscal year if any of the following apply:
(a)
The articles were amended to provide for the reduced percentage and, notwithstanding s. 193.221 (1) and (3), the amendment was approved by the affirmative vote of the patron members.
(b)
The bylaws provide for the reduced percentage and were approved by an affirmative vote of the patron members.
(c)
The bylaws were amended to provide for the reduced percentage and the amendment was approved by the affirmative vote of the patron members.
(2)
Distribution of cash or other assets. If not stated in the articles, the bylaws shall prescribe the distribution of cash or other assets of the cooperative among the membership interests of the cooperative. Unless the articles or bylaws provide otherwise, the cooperative shall distribute cash or other assets to patron membership interests collectively and nonpatron membership interests collectively on the basis of the value of contributions received by the cooperative from patron membership interests collectively and nonpatron membership interests collectively. The distributions to patron membership interests collectively in any fiscal year may not be less than 51 percent of the total distributions for that fiscal year, except that distributions to patron membership interests collectively in a fiscal year may not be less than 30 percent of the total distributions for that fiscal year if any of the following apply:
(a)
The articles provide for the reduced percentage and that provision was not included in the articles via amendment under s. 193.221 (3).
(b)
The bylaws provide for the reduced percentage and were adopted by an affirmative vote of the members.
(c)
The bylaws were amended to provide for the reduced percentage and the amendment was adopted by the affirmative vote of the members.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.725 - Allocations and distributions of profits to patron members.

193.725
Allocations and distributions of profits to patron members.
(1)
Capital reserves. A cooperative may set aside any portion of profits allocated to the patron membership interests that the board determines is advisable for the purpose of creating or maintaining a capital reserve.
(2)
Other reserves. The board may do any of the following with regard to profits allocated to the patron membership interests:
(a)
Set aside an amount not to exceed 5 percent of the annual profits of the cooperative for promoting and encouraging cooperative organization.
(b)
Establish and accumulate reserves for new buildings, machinery and equipment, depreciation, losses, and other proper purposes.
(3)
Patronage distributions. Profits allocated to patron members in excess of dividends on equity and additions to reserves shall be allocated and distributed to patron members on the basis of patronage and, if the bylaws provide, to nonmember patrons as so provided. A cooperative may establish allocation units and pooling arrangements and may account for and distribute profits to patrons on the basis of allocation units and pooling arrangements. A cooperative may offset the losses of an allocation unit or pooling arrangement against the profits of other allocation units or pooling arrangements.
(4)
Frequency of distribution. A cooperative shall make distributions under sub. (3) at least annually.
(5)
Form of distribution. A cooperative may make distributions under sub. (3) in the form of cash, capital credits, allocated patronage equities, revolving fund certificates, or its own or other securities.
(7)
Patronage credits for ineligible members. If a nonmember patron with patronage credits is not qualified or eligible for membership, the cooperative may credit to the nonmember patron's account a refund due to the nonmember patron. The board may issue a certificate of interest to reflect any such credit and, after the board issues such a certificate, the patron may receive distributions of profits in the same manner as a patron member.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.731 - Member control agreements.

193.731
Member control agreements.
(1)
Authorization and execution. Except as otherwise provided in this subsection, any person who has entered into a contribution agreement under s. 193.711 or an agreement to purchase cooperative securities, or any member, may enter into a written agreement with the cooperative that relates to the control of or the liquidation, dissolution, or termination of the cooperative, or any phase of the business and affairs of the cooperative. Such an agreement may not take effect unless signed by all persons who are then members and all persons who have entered into contribution agreements. An agreement under this subsection may not relate to patron member voting control under s. 193.545 or patron member allocation and distribution provisions under s. 193.721.
(2)
Same effect as articles and bylaws. Wherever this chapter provides that a particular result may or shall be obtained through a provision in the articles or bylaws, the same result may be accomplished through a provision in an agreement under sub. (1) or a procedure established in such an agreement.
(3)
Other agreements not affected. This section does not limit the authority of persons to enter into agreements otherwise valid, nor is the procedure set forth in this section the exclusive method of agreement among members or between the members and the cooperative with respect to any of the matters described.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.735 - Distribution of unclaimed property.

193.735
Distribution of unclaimed property.
(1)
Alternate procedure to distribute property. Notwithstanding ch. 177, a cooperative may distribute any property required to be reported under subch. IV of ch. 177 to an entity that is exempt from taxation under section 501 (a) of the Internal Revenue Code. A cooperative making a distribution under this subsection shall file all of the following with the secretary of revenue before making the distribution:
(a)
A verified written description and explanation of the distribution.
(c)
The name, address, and exemption number of the entity to which the property is to be distributed.
(d)
The approximate date of the distribution.
(2)
Reporting procedure not affected. Subsection (1) does not affect the requirement that a cooperative report property under subch. IV of ch. 177.
(3)
Owner's right extinguished on disbursement. The articles or bylaws may provide that a distribution under sub. (1) extinguishes all rights of the owner in and to the distributed property.
History:  2005 a. 441; 2013 a. 20; 2021 a. 87.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.835 - Abandonment of merger.

193.835
Abandonment of merger.
(1)
Authority and procedure. A merger may be abandoned before it takes effect by any of the following means:
(b)
An abandonment may be approved at a meeting by the affirmative vote of the holders of a majority of the voting power of the membership interests of each cooperative that is party to the merger who are entitled to vote on the approval of the plan of merger, except that the board of a cooperative that is party to the merger may approve the abandonment if no members of that cooperative are entitled to vote. In addition to the other requirements of this paragraph, if a business entity other than a cooperative is party to the merger, an abandonment may only be approved by taking any actions to approve the abandonment that are required by the laws under which the business entity is organized.
(c)
An abandonment may be approved as provided in the plan of merger.
(d)
An abandonment may be approved by adoption, by the board of any cooperative that is party to the merger, of a resolution abandoning the merger, subject to the contract rights of any other person under the plan of merger. If a business entity other than a cooperative is party to the merger, an abandonment may be approved by a resolution of the governing body of the business entity adopted according to the laws under which the business entity is organized, subject to the contract rights of any other person under the plan of merger.
(2)
Articles of abandonment. The board or other governing body of any business entity that approves an abandonment under sub. (1) shall file with the department articles of abandonment that contain all of the following:
(a)
The names of the business entities that were party to the proposed merger.
(b)
The provisions under sub. (1) under which the proposed merger is abandoned.
(c)
If the proposed merger is abandoned under sub. (1) (d), the text of the resolution approving the abandonment.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.911 - Revocation of dissolution proceedings.

193.911
Revocation of dissolution proceedings.
(1)
Authority to revoke. Dissolution proceedings under s. 193.905 may be revoked before the articles of dissolution are filed with the department as required under s. 193.905 (5).
(2)
Revocation by members. The chairperson may call a members' meeting to submit to the members the question of revoking dissolution proceedings under s. 193.905. The dissolution proceedings are revoked if the proposed revocation is approved at the members' meeting by a majority of the votes cast or, for a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, by a sufficient vote as required under the articles or bylaws or by satisfying the other conditions for approval.
(3)
Filing with the department. The chairperson of the board or the records officer shall file with the department a notice of revocation promptly after the revocation is approved as provided under sub. (2). The revocation is effective upon filing of the notice under this subsection.
History:  2005 a. 441.