reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.10 - Appointment of agent to receive service of process.

184.10
Appointment of agent to receive service of process.
(1)
A nonprofit association may file with the department of financial institutions a statement appointing an agent who is authorized to receive service of process.
(2)
A statement appointing an agent shall be on the form prescribed by the department of financial institutions and shall set forth all of the following:
(a)
The name of the nonprofit association. The name of a nonprofit association as set forth in the statement appointing an agent must contain the words “unincorporated association" or “unincorporated assoc." or end with the abbreviation “U.A." or “UA". The name may not contain language stating or implying that the nonprofit association is incorporated.
(b)
The address in this state, including the street address, if any, of the nonprofit association, or, if the nonprofit association does not have an address in this state, its address out of state.
(c)
The name of the person in this state who is authorized to receive service of process and the person's address, including the street address, in this state.
(d)
That the person appointed as agent has accepted the appointment.
(3)
A statement appointing an agent must be signed by a person who is authorized to manage the affairs of a nonprofit association. The appointed agent may resign by filing a resignation with the department of financial institutions and giving notice to the nonprofit association.
(4)
The department of financial institutions shall collect a fee of $15 for filing a statement appointing an agent to receive service of process, an amended and restated statement, or a resignation, except that the department of financial institutions, by rule, may specify a larger fee for documents filed in paper format.
(5)
A statement filed under sub. (1) may be amended by filing a statement changing or restating the information set forth in the original statement and declaring that the statement supersedes and takes the place of the original statement. The statement shall set forth all of the information required under sub. (2) and shall meet the requirements for execution of an original statement.
(6)
A statement, an amended and restated statement or a resignation filed under this section is effective on the date on which it is filed by the department of financial institutions.
History:  1997 a. 140; 2001 a. 44.
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.11 - Claim not abated by change of members or officers.

184.11
Claim not abated by change of members or officers.
A claim for relief against a nonprofit association does not abate merely because of a change in its members or persons authorized to manage the affairs of the nonprofit association.
History:  1997 a. 140.
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.13 - Summons and complaint; service on whom.

184.13
Summons and complaint; service on whom.
In an action or proceeding against a nonprofit association, a summons and complaint must be served on an agent who is authorized by appointment to receive service of process, an officer, managing or general agent, or a person who is authorized to participate in the management of its affairs. If none of them can be served, service may be made on a member.
History:  1997 a. 140.
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.14 - Uniformity of application and construction.

184.14
Uniformity of application and construction.
This chapter shall be applied and construed to effectuate its general purpose to make uniform the law with respect to the subject of this chapter among states enacting it.
History:  1997 a. 140.
2023 Wisconsin Statutes & Annotations › Chapter 184 - Uniform unincorporated nonprofit association act. › 184.15 - Transfers by a fiduciary.

184.15
Transfers by a fiduciary.
If before May 5, 1998, the transfer vested the estate or interest in another person to hold the estate or interest as a fiduciary for the benefit of the nonprofit association or its members or both, on or after May 5, 1998, the fiduciary may transfer the estate or interest to the nonprofit association in its name, or the nonprofit association, by appropriate proceedings, may require that the estate or interest be transferred to the nonprofit association in its name.
History:  1997 a. 140.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.01 - Definitions.

185.01
Definitions.
As used in this chapter, unless the context requires otherwise, the term:
(1)
“Articles" means the articles of incorporation of a cooperative unless the context otherwise requires.
(1g)
“Association" includes both cooperatives and foreign cooperatives.
(1m)
“Board" means the board of directors of a cooperative.
(1r)
“Bylaws" means the bylaws of a cooperative.
(2)
“Cooperative" means an association incorporated under this chapter.
(3)
“Corporation" means all corporations not associations.
(3m)
“Department", except in s. 185.45 (3) (c) and (4) (b), means the department of financial institutions.
(4)
“Foreign cooperative" means an association incorporated under a cooperative law of another state which has members residing within this state and which is operating on the following cooperative basis:
(a)
No member of the foreign cooperative who is an individual is allowed more than one vote because of the amount of stock or membership capital the member owns therein; and
(b)
The foreign cooperative shall not deal in the products of or for nonmembers to an amount greater in value than such as are handled by it for members; and
(c)
The foreign cooperative distributes its proceeds according to either s. 185.45 or the law of the state of the foreign cooperative's incorporation.
(5)
“Member" means a person who has been qualified and accepted for membership in an association. If a cooperative has one or more classes of members not entitled to vote, “member" or “members", as used in this chapter with respect to the right of a member to vote, voting procedure, the required proportion of member votes, actions that must or may be taken by members, the number of members required for a quorum and the eligibility of directors, means a member or members entitled to vote, unless the bylaws provide otherwise.
(6)
“Membership stock" means any class of stock, continuous ownership of which is required for membership in a cooperative.
(6m)
“Patronage" means business done by a patron with a cooperative and, if the bylaws provide, labor performed for a cooperative by a patron.
(7)
“Security" as used in ss. 185.23 and 185.24 means any indebtedness, capital stock or other equity interest in a cooperative's assets.
History:  1979 c. 110 s. 60 (13); 1983 a. 189; 1985 a. 30; 1993 a. 482; 1995 a. 27, 417; 2017 a. 76.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.031 - Refunds after forfeiture.

185.031
Refunds after forfeiture.
Subsequent to a forfeiture under s. 185.03 (10), the owner of the forfeited funds may submit a claim to the board. If the board determines that the person owned the funds at the time of the forfeiture, it shall refund the funds to the person.
History:  1985 a. 332.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.033 - Restriction on changes to articles.

185.033
Restriction on changes to articles.
(1)
If the articles contain a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), no changes may be made to the provision including by amendment under s. 185.51 or 185.52, approval of a plan of division under s. 185.63, adoption of restated articles under s. 185.54, approval of a plan of merger or consolidation under s. 185.61 and conversion to a nonstock corporation under s. 181.1150.
(2)
If, upon dissolution of a cooperative with articles containing a prohibition on changes in the basis of distribution, the distributions required are wholly or partly impossible of execution, the whole or part of the net proceeds shall be distributed as provided in s. 185.71 (3).
History:  1985 a. 30; 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.034 - Definitions applicable to indemnification and insurance provisions.

185.034
Definitions applicable to indemnification and insurance provisions.
In ss. 185.034 to 185.042:
(1)
“Cooperative" means a domestic cooperative and any domestic or foreign predecessor of a domestic cooperative where the predecessor cooperative's existence ceased upon the consummation of a merger or other transaction.
(2)
“Director or officer" means any of the following:
(a)
A natural person who is or was a director or officer of a cooperative.
(b)
A natural person who, while a director or officer of a cooperative, is or was serving at the cooperative's request as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of an association, corporation, limited liability company, partnership, joint venture, trust or other enterprise.
(c)
A natural person who, while a director or officer of a cooperative, is or was serving an employee benefit plan because his or her duties to the cooperative also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.
(d)
A natural person who is or was the chief executive, managerial employee of a cooperative, regardless of the person's title.
(e)
Unless the context requires otherwise, the estate or personal representative of a director or officer.
(3)
“Expenses" include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
(4)
“Liability" includes the obligation to pay a judgment, settlement, forfeiture, or fine, including any excise tax assessed with respect to an employee benefit plan, plus costs, fees, and surcharges imposed under ch. 814, and reasonable expenses.
(5)
“Party" means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
(6)
“Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the cooperative or by any other person.
History:  1987 a. 13; 1993 a. 112; 2003 a. 139.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.035 - Mandatory indemnification.

185.035
Mandatory indemnification.
(1)
A cooperative shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the cooperative.
(2)
(a)
In cases not included under sub. (1), a cooperative shall indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the cooperative, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the cooperative and the breach or failure to perform constitutes any of the following:
1.
A willful failure to deal fairly with the cooperative, its members or stockholders in connection with a matter in which the director or officer has a material conflict of interest.
2.
A violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.
3.
A transaction from which the director or officer derived an improper personal profit.
4.
Willful misconduct.
(b)
Determination of whether indemnification is required under this subsection shall be made under s. 185.036.
(c)
The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this subsection.
(3)
A director or officer who seeks indemnification under this section shall make a written request to the cooperative.
(4)
Indemnification under this section is not required if the director or officer has previously received indemnification or allowance of expenses from any person, including the cooperative, in connection with the same proceeding.
History:  1987 a. 13.
Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.036 - Determination of right to indemnification.

185.036
Determination of right to indemnification.
Unless otherwise provided by the articles or bylaws or by written agreement between the director or officer and the cooperative, the director or officer seeking indemnification under s. 185.035 (2) shall select one of the following means for determining his or her right to indemnification:
(1)
By majority vote of a quorum of the board consisting of directors not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the board and consisting solely of 2 or more directors not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
(2)
By independent legal counsel selected by a quorum of the board or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full board, including directors who are parties to the same or related proceedings.
(3)
By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the 2 arbitrators previously selected.
(4)
By a majority vote of a quorum of the members. Members who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not vote in making the determination.
(5)
By a court under s. 185.039.
(6)
By any other method provided for in any additional right to indemnification permitted under s. 185.038.
History:  1987 a. 13.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.037 - Allowance of expenses as incurred.

185.037
Allowance of expenses as incurred.
Upon written request by a director or officer who is a party to a proceeding, a cooperative may pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the cooperative with all of the following:
(1)
A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the cooperative.
(2)
A written undertaking, executed personally or on his or her behalf, to repay the allowance and, if required by the cooperative, to pay reasonable interest on the allowance to the extent that it is ultimately determined under s. 185.036 that indemnification under s. 185.035 (2) is not required and that indemnification is not ordered by a court under s. 185.039 (2) (b). The undertaking under this subsection shall be an unlimited general obligation of the director or officer and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured.
History:  1987 a. 13.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.038 - Additional rights to indemnification and allowance of expenses.

185.038
Additional rights to indemnification and allowance of expenses.
(1)
Except as provided in sub. (2), ss. 185.035 and 185.037 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:
(a)
The articles or bylaws.
(b)
A written agreement between the director or officer and the cooperative.
(c)
A resolution of the board.
(d)
A resolution, after notice, adopted by a majority vote of members who are entitled to vote.
(2)
Regardless of the existence of an additional right under sub. (1), the cooperative may not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses unless it is determined by or on behalf of the cooperative that the director or officer did not breach or fail to perform a duty he or she owes to the cooperative which constitutes conduct under s. 185.035 (2) (a) 1., 2., 3. or 4. A director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.
(3)
Sections 185.034 to 185.042 do not affect a cooperative's power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances:
(a)
As a witness in a proceeding to which he or she is not a party.
(b)
As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the cooperative.
History:  1987 a. 13.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.039 - Court-ordered indemnification.

185.039
Court-ordered indemnification.
(1)
Except as provided otherwise by written agreement between the director or officer and the cooperative, a director or officer who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Application shall be made for an initial determination by the court under s. 185.036 (5) or for review by the court of an adverse determination under s. 185.036 (1), (2), (3), (4) or (6). After receipt of an application, the court shall give any notice it considers necessary.
(2)
The court shall order indemnification if it determines any of the following:
(a)
That the director or officer is entitled to indemnification under s. 185.035 (1) or (2). If the court also determines that the cooperative unreasonably refused the director's or officer's request for indemnification, the court shall order the cooperative to pay the director's or officer's reasonable expenses incurred to obtain the court-ordered indemnification.
(b)
That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under s. 185.035 (2).
History:  1987 a. 13.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.04 - Indemnification and allowance of expenses of employees and agents.

185.04
Indemnification and allowance of expenses of employees and agents.
A cooperative may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer to the extent provided by the articles or bylaws, by general or specific action of the board or by contract.
History:  1987 a. 13.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.041 - Insurance.

185.041
Insurance.
A cooperative may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the cooperative against liability asserted against and incurred by the individual in his or her capacity as an employee, agent, director or officer, or arising from his or her status as an employee, agent, director or officer, regardless of whether the cooperative is required or authorized to indemnify or allow expenses to the individual against the same liability under ss. 185.035, 185.037, 185.038 and 185.04.
History:  1987 a. 13.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.042 - Indemnification and insurance against securities law claims.

185.042
Indemnification and insurance against securities law claims.
(1)
It is the public policy of this state to require or permit indemnification, allowance of expenses and insurance for any liability incurred in connection with a proceeding involving securities regulation described under sub. (2) to the extent required or permitted under ss. 185.034 to 185.041.
(2)
Sections 185.034 to 185.041 apply, to the extent applicable to any other proceeding, to any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisers.
History:  1987 a. 13.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.043 - Incorporators.

185.043
Incorporators.
(1)
Except as provided in sub. (2), 5 or more adults, one of whom must be a resident, may form a cooperative by signing, acknowledging and filing articles.
(2)
If the cooperative is formed for purposes of operating as a small winery cooperative wholesaler under s. 125.545, 3 or more individuals, at least one of whom must be a resident and all of which must be owners of small wineries certified by the department of revenue under s. 125.545 (6) (a), may form a cooperative by signing, acknowledging, and filing articles. Membership in a cooperative formed under this subsection is limited to small wineries certified by the department of revenue under s. 125.545 (6) (a).
History:  1981 c. 337; 1985 a. 30 s. 42; 1987 a. 13 s. 23; Stats. 1987 s. 185.043; 2007 a. 85.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.045 - Reserved or registered name.

185.045
Reserved or registered name.
Sections 180.0122 (1m) (c) to (i), 180.0402 and 180.0403 (2), (3), (3m) and (4) (b) apply to cooperatives, with the word “cooperative" substituted for the words “corporate" and “corporation".
History:  1985 a. 338; 1989 a. 303; 1993 a. 331; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.05 - Articles.

185.05
Articles.
(1)
The articles shall set forth:
(a)
The name of the cooperative.
(b)
The period of existence, unless perpetual.
(c)
The purposes for which organized. It is sufficient to state that the cooperative may engage in any activity within the purposes for which cooperatives may be organized, and all such activities shall then be deemed within its purposes, subject to express limitations.
(d)
Whether the cooperative is organized with or without capital stock.
(e)
The designation of classes of members, if more than one.
(f)
The number and par value of shares of each authorized class of stock; if more than one class is authorized, the designation, preferences, limitations and relative rights of each class shall also be set forth.
(g)
Which classes of stock are membership stock.
(h)
As to each class of stock, the rate of dividend, or that the rate of dividend may be fixed by the board, or that no dividend will be paid. If the dividend on any class of stock is to be cumulative, this shall also be stated.
(i)
Any reservation of a right to acquire or recall any stock.
(j)
The basis of distribution of assets upon liquidation and, if changes in the basis of distribution are to be prohibited, a statement that this provision may not be changed and a reference to the restriction under s. 185.033.
(k)
The complete address, including street number, city, town or village, county and zip code of its principal office or the name and complete address, including street number, city, town or village, county and zip code of its registered agent.
(L)
The name and address of each incorporator.
(m)
The names and addresses of at least 5 incorporators who will act as the temporary board.
(2)
It is not necessary to set forth in the articles any of the powers granted by this chapter. The articles may include additional provisions, consistent with law, including provisions which are required or permitted to be set forth in the bylaws. Any provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control.
(3)
The articles shall be filed and recorded as provided in s. 185.82. The legal existence of a cooperative begins when the articles are filed. Upon the filing of the articles, the department shall issue a certificate of incorporation. The department shall forward within 5 days a duplicate original of the articles to the register of deeds of the county of the cooperative's principal office or registered agent for recording.
(4)
The certificate of incorporation shall be conclusive evidence, except as against this state in a proceeding to cancel or revoke such certificate, that all conditions precedent to existence have been met.
History:  1981 c. 337; 1985 a. 30 ss. 9, 10, 42; 1985 a. 274; 1995 a. 27.
Cross-reference:  See s. 182.01 (3) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter's name.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.06 - Organization meetings.

185.06
Organization meetings.
(1)
After articles have been filed, an organization meeting of the temporary board shall be held at the call of a majority of the incorporators or of a majority of the temporary directors for the adoption of bylaws, election of temporary officers, and transaction of other business.
(2)
The first meeting of the members shall be called by the temporary president or a majority of the temporary directors. Such meeting shall be held as soon as reasonably possible after the organization meeting of the temporary board, but not later than 6 months after filing the articles. Failure to hold such meeting within the time specified does not affect the validity of organization.
History:  1981 c. 337.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.07 - Bylaws.

185.07
Bylaws.
(1)
The initial bylaws may be adopted by the temporary board. Thereafter, except as provided in sub. (4), bylaws may be adopted and amended only by the members unless the members adopt a bylaw which permits the board to make and amend specified bylaws.
(2)
Any bylaw adopted or amended by the board shall be reported at the next regular member meeting. Any such bylaw shall be at any time subject to amendment or repeal by the members.
(3)
Unless the bylaws provide otherwise, any bylaw may be adopted, amended or repealed by a majority of the member votes cast at a meeting.
(4)
(a)
In this subsection, “emergency" means a catastrophic event that prevents a quorum of a cooperative's directors or members from being readily assembled.
(b)
Unless the articles provide otherwise, the board may adopt bylaws that are effective only in an emergency. Emergency bylaws are subject to amendment or repeal by the board or by the members. Emergency bylaws may provide special provisions or modify provisions as necessary for managing the cooperative during the emergency including any of the following:
1.
Procedures for calling a meeting of the board or the members.
2.
Procedures for the conduct of a meeting of the board or the members.
3.
Quorum requirements for a meeting of the board.
4.
Deadlines for any action required to be taken by the cooperative, the board, or the members.
5.
Designation of additional or substitute directors.
(c)
Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(d)
Action taken in good faith in accordance with the emergency bylaws, and action taken in good faith under s. 185.03 (13) for the benefit of the cooperative, binds the cooperative and may not be used to impose liability on a director, officer, member, employee, or agent. Action taken in good faith in anticipation of or during an emergency to delay or reschedule any action required to be taken by the cooperative, the board, or the members under par. (b) 4. shall not constitute a violation of the bylaws in the event the delayed or rescheduled action occurs after the emergency ends.
History:  1985 a. 30; 2021 a. 5.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.08 - Principal office; registered agent; service of process.

185.08
Principal office; registered agent; service of process.
(1)
A cooperative shall maintain in this state either its principal office or a registered agent.
(2)
(a)
The board may establish or change the location of the principal office or name and address of the registered agent by causing a statement in writing to be filed and recorded as an amendment to the articles as provided in s. 185.82. Such statement shall set forth the name of the cooperative, and the mailing address and county of its principal office or the name and address, including the county, of the registered agent as established or changed.
(b)
If a statement under par. (a) results from the action of a governmental agency in changing the address of the principal office or registered agent and there is no corresponding change in physical location, these facts shall be contained in the statement.
(3)
A registered agent may resign by mailing a written notice to both the department and the cooperative. The resignation becomes effective when the cooperative names a new registered agent or 60 days after the receipt of notice by the department, whichever is sooner.
(4)
Service of any process, notice or demand upon a cooperative may be made as provided in s. 180.0504 or ch. 801.
History:  Sup. Ct. Order, 67 Wis. 2d 585, 775 (1975); 1981 c. 337; 1983 a. 134; 1989 a. 303; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.09 - Promotion expense; limitation.

185.09
Promotion expense; limitation.
No cooperative funds may be used, nor any stock issued, in payment of any promotion expenses in excess of 5 percent of the paid-up capital stock or membership fees. This section does not apply to a cooperative association organized under s. 185.981.
History:  2009 a. 165, 177; 2011 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.11 - Membership.

185.11
Membership.
(1)
All cooperatives shall be organized on a membership basis with no capital stock, or shall be organized on a membership basis with capital stock.
(2)
A cooperative may have one or more classes of members. The designation, qualifications, requirements, method of acceptance, and incidents of membership of each class shall be set forth in the bylaws. Any person, including a partnership, incorporated or unincorporated association, limited liability company, corporation, or body politic, may become a member in accordance with the bylaws.
(3)
No member may transfer his or her membership except as permitted in the bylaws.
(4)
The bylaws may provide for termination of membership and the conditions and terms thereof.
History:  1985 a. 30 ss. 12, 42; 1993 a. 112, 482.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.13 - Member meetings.

185.13
Member meetings.
(1)
Unless the bylaws provide otherwise, and except for meetings held by means of remote participation under sub. (7), member meetings shall be held at the principal office or such other place as the board may determine.
(2)
An annual member meeting shall be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, such meeting shall be held within 6 months after the close of the fiscal year at the call of the president or board.
(3)
Special member meetings may be called by the president, board, or members having one-fifth of the votes entitled to be cast at such meeting.
(4)
Written notice, stating the place, if any, and the day and hour, and in case of a special member meeting the purposes for which the meeting is called, shall be given not less than 7 nor more than 30 days before the meeting at the direction of the person calling the meeting. Notice need be given only to members entitled to vote. Notice shall be given to members having limited voting rights if they have or may have the right to vote at the meeting.
(5)
At any meeting at which members are to be represented by delegates, notice to such members may be given by notifying such delegates and their alternates. Notice may consist of a notice to all members or may be in the form of an announcement at the meeting at which such delegates or alternates were elected.
(6)
Action without a meeting may be taken pursuant to s. 185.34.
(7)
(a)
A cooperative may hold a member meeting under sub. (2) or (3) by means of remote participation as provided in pars. (b) and (c).
(b)
If members participate in a member meeting by means of remote communication, the participating members are deemed to be present in person and to vote at the member meeting held by means of remote communication if all of the following apply:
1.
The cooperative implements reasonable measures to verify that each person deemed present and permitted to vote at the member meeting by means of remote communication is a member.
2.
The cooperative implements reasonable measures to provide members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting concurrently with the proceedings.
(c)
Members may cast votes by electronic means at a member meeting held by means of remote communication if all of the following apply:
1.
The bylaws provide for electronic voting.
2.
The cooperative is able to authenticate that it is a member who is casting a vote.
History:  1985 a. 30; 2021 a. 5.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.14 - Quorum.

185.14
Quorum.
(1)
A quorum at a member meeting shall be 10 percent of the first 100 members plus 5 percent of additional members.
(2)
Unless the bylaws fix a larger number of members to constitute a quorum and except as provided in the bylaws in accordance with s. 185.12 (4) (b) 2., a quorum shall never be more than 50 members nor less than 5 members or a majority of all members, whichever is smaller. Members represented by signed ballots may be counted in computing a quorum only on those motions for which the signed ballots were submitted.
History:  1985 a. 30.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.15 - Notice to members, stockholders or other persons; waiver.

185.15
Notice to members, stockholders or other persons; waiver.
(1)
Whenever notice is required by this chapter to be given to any person, the notice shall be given either personally or by mail. If mailed, the notice is given when it is deposited or a newsletter or other publication of a cooperative or of an affiliated organization which includes the notice is deposited in the United States mail, with postage prepaid thereon, addressed to such person at his or her address as it appears on the records of the cooperative.
(2)
A signed waiver is equivalent to personal notice to the person so signing. The waiver may be signed at any time.
History:  1985 a. 30.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.22 - Subscriptions for stock; liability therefor.

185.22
Subscriptions for stock; liability therefor.
(1)
A subscription for stock of a cooperative is irrevocable for 6 months unless otherwise provided by the subscription agreement, or unless all subscribers consent to the revocation.
(2)
Except as provided in s. 185.37, a stockholder or subscriber is under no obligation to any person with respect to the stockholder's or subscriber's stock or subscription other than the obligation to pay to the cooperative the full consideration for which such stock was to be issued.
History:  1985 a. 30 s. 42; 1993 a. 482.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.23 - Missing securities or records.

185.23
Missing securities or records.
(1)
When a security issued by a cooperative, which is not a “security" as defined in s. 408.102, is missing, the cooperative shall issue a duplicate security if the owner so requests and furnishes an indemnity acceptable to the cooperative.
(2)
When records showing ownership of securities of apportionment of equity interest in the assets are missing and the information therein contained is necessary to a proposed redemption of the interest, the cooperative may give notice and redeem as follows:
(a)
The cooperative shall set aside an amount equal to the value of the interests to be redeemed.
(b)
The cooperative shall give notice of such redemption to all owners of interests of which the cooperative has knowledge.
(c)
If there are interests, the ownership of which is unknown to the cooperative, it shall publish notice of the redemption at least once a month for 4 months in a publication circulated among members of cooperatives in the area, and also publish a class 3 notice, under ch. 985.
History:  1985 a. 30 s. 42.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.24 - Liability of cooperative for wrongful transfers of its securities.

185.24
Liability of cooperative for wrongful transfers of its securities.
(1)
A cooperative is not liable for acting upon wrongful transfers of its securities which are not “securities" as defined in s. 408.102, unless it has notice that the certificate was not transferred by a proper person or has notice that the transfer was wrongful.
(2)
As used in this section:
(a)
“Proper person" means the registered owner or last prior transferee, whether or not described as fiduciary for another, or his or her authorized agent, legal representative or successor to his or her interest by operation of law.
(b)
“Wrongful transfer" means a transfer which is in excess of the authorization or capacity of the transferor, or which is made in breach of the transferor's fiduciary duty.
(c)
“Transfer" includes a redemption or recall of stock.
History:  1985 a. 30 s. 42; 1993 a. 482.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.25 - Applicability of ch. 408 to cooperative securities.

185.25
Applicability of ch. 408 to cooperative securities.
Chapter 408 applies to those securities of a cooperative which fall within the definition of a “security" in s. 408.102, except that s. 185.21 applies to all stock of a cooperative and s. 185.23 (2) applies to all securities of a cooperative regardless of any provisions of ch. 408 which are inconsistent therewith or contrary thereto.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.31 - Directors; number, election, removal and vacancies.

185.31
Directors; number, election, removal and vacancies.
(1)
(a)
All powers of the cooperative shall be exercised by or under authority of, and the business and affairs of a cooperative shall be managed under the direction of, the board, except as otherwise provided in this chapter. Except as provided in par. (b), every director shall be a member or a representative of a member that is other than a natural person. The bylaws shall prescribe any other qualifications for directors and may provide that directors be from specified districts.
(b)
1.
In this paragraph, “ outside director” means a director who is neither a member nor a representative of a member that is other than a natural person.
2.
Subject to subds. 3. and 4., if authorized by the bylaws, a cooperative may allow for not more than 2 outside directors.
3.
The total number of outside directors may not exceed 20 percent of the total number of directors, as established under sub. (2).
4.
No person may serve as an outside director unless a majority of the members or delegates voting or a majority of directors who are not outside directors, as specified in the bylaws, votes to approve the person as a director.
5.
An outside director has the same voting rights as a director who is not an outside director.
(2)
The number of directors shall not be less than 5, provided that, in a cooperative with less than 50 members, the number of directors shall not be less than 3. Subject to such limitation, the number shall be fixed in the articles, or if the articles so provide, in the bylaws.
(3)
The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director's term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the department a report showing the names and addresses of all directors.
(4)
Unless the bylaws provide otherwise, a director may be removed upon a majority vote of all members.
(5)
Unless the bylaws provide otherwise, any vacancy existing in the board, including any vacancy created by an increase in the number of directors, may be filled until the next annual meeting by appointment by a majority vote of the directors then in office.
History:  1985 a. 30 ss. 20, 42; 1995 a. 27; 2017 a. 76.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.32 - Directors; meetings, quorum and waiver of notice.

185.32
Directors; meetings, quorum and waiver of notice.
(1)
Meetings of the board shall be held at such place and upon such notice as is prescribed in or pursuant to the bylaws.
(2)
Unless a greater number is required in the bylaws, a majority of the directors in office shall constitute a quorum for transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.
(3)
A signed waiver of notice of a board meeting is equivalent to personal notice to the person so signing. The waiver may be signed at any time. Attendance at a meeting is a waiver of notice of such meeting, except when a director attends the meeting and objects thereat to the transaction of business because the meeting was not lawfully convened.
(4)
Unless the bylaws provide otherwise, the purposes of any meeting of the board need not be specified in the notice or waiver of notice of such meeting.
(5)
(a)
Unless the articles or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including an executive committee meeting, of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:
1.
All participating directors may simultaneously hear each other during the meeting.
2.
All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.
(b)
If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is deemed to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.
History:  1989 a. 308; 1991 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.33 - Executive committee.

185.33
Executive committee.
(1)
If the bylaws so provide, the board may elect an executive committee to consist of 3 or more directors. When the board is not in session, such committee shall have all powers of the board except in respect to:
(a)
Powers reserved by the board to itself.
(b)
Apportionment or distribution of proceeds.
(c)
Election of officers.
(d)
Filling of vacancies in the board.
(e)
Amendments to the bylaws.
(2)
The board may elect other directors as alternates for members of the executive committee.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.34 - Action without meeting by directors or members.

185.34
Action without meeting by directors or members.
Any action which may be taken at a meeting may be taken without a meeting if a writing setting forth and approving the action taken shall be signed by all of the cooperative members, directors or executive committee members entitled to vote on such action. Such consent shall have the same force and effect as a unanimous vote at a meeting.
History:  1985 a. 30 s. 42.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.35 - Officers.

185.35
Officers.
(1)
Unless the articles of incorporation provide otherwise, the principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. They shall be elected annually by the board at such time and in such manner as the bylaws provide. Upon original election and whenever any change is made in the officers, the cooperative shall file with the department, within 20 days, a report showing the name and address of all officers. Each principal officer except the secretary and the treasurer must be a director of the cooperative. The offices of secretary and treasurer may be combined in one person.
(1m)
Any principal officer of a cooperative may be designated by a title other than those designated under sub. (1), as provided in the articles of incorporation of the cooperative. The provisions of this chapter applicable to a principal officer as designated under sub. (1) apply to the principal officer as designated according to the provisions of the articles of incorporation. Any document required or permitted by this chapter to be signed by the president, vice president, secretary or assistant secretary may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign.
(2)
Any other officer may be chosen by the board or as provided in the bylaws.
(3)
All officers shall have such authority and perform such duties as the bylaws provide, or as the board may determine not inconsistent with the bylaws. Any officer may be removed by the board whenever in its judgment the best interests of the cooperative will be served thereby. Election or appointment shall not of itself create contract rights.
History:  1985 a. 30 ss. 21, 22, 42; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.36 - Compensation and benefits to directors, officers and employees.

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