reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.363 - Reliance by directors or officers.

185.363
Reliance by directors or officers.
Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the cooperative, may rely on information, opinions, reports or statements, any of which may be written or oral, formal or informal, including financial statements and other financial data, if prepared or presented by any of the following:
(1)
An officer or employee of the cooperative whom the director or officer believes in good faith to be reliable and competent in the matters presented.
(2)
Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters the director or officer believes in good faith are within the person's professional or expert competence.
(3)
In the case of reliance by a director, a committee of the board of which the director is not a member if the director believes in good faith that the committee merits confidence.
History:  1987 a. 13; 2001 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.365 - Consideration of interests in addition to members' and stockholders' interests.

185.365
Consideration of interests in addition to members' and stockholders' interests.
In discharging his or her duties to the cooperative and in determining what he or she believes to be in the best interests of the cooperative, a director or officer may, in addition to considering the effects of any action on members and stockholders, consider the following:
(1)
The effects of the action on employees, suppliers and customers of the cooperative.
(2)
The effects of the action on communities in which the cooperative operates.
(3)
Any other factors the director or officer considers pertinent.
History:  1987 a. 13.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.367 - Limited liability of directors and officers.

185.367
Limited liability of directors and officers.
(1)
Except as provided in subs. (2) and (3), a director or officer is not liable to the cooperative, its members, stockholders or creditors, or any person asserting rights on behalf of the cooperative, its members, stockholders or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:
(a)
A willful failure to deal fairly with the cooperative, its members or stockholders in connection with a matter in which the director or officer has a material conflict of interest.
(b)
A violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.
(c)
A transaction from which the director or officer derived an improper personal profit.
(d)
Willful misconduct.
(2)
Except as provided in sub. (3), this section does not apply to any of the following:
(a)
A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.
(b)
A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute.
(c)
The liability of a director under s. 185.37 (1).
(3)
Subsection (2) (a) and (b) does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor.
History:  1987 a. 13.
Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.37 - Liability of directors and members.

185.37
Liability of directors and members.
(1)
Directors who negligently or in bad faith vote for any distribution of assets contrary to this chapter or the articles are jointly and severally liable to the cooperative for the value of assets distributed in excess of the amount which could have been distributed without violating this chapter or the articles. Section 185.367 does not apply to the liability of directors under this subsection.
(2)
Members, stockholders and patrons of a cooperative are neither obligated to pay, nor liable upon, any cooperative obligation, except that stockholders are liable to an amount equal to the par value of their shares for debts due an employee for not more than 6 months' service to the cooperative.
History:  1985 a. 30 s. 42; 1987 a. 13.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.38 - Disposition of assets; right to secure debts.

185.38
Disposition of assets; right to secure debts.
(1)
Except as authorized by the members, the board may not dispose of all or substantially all of a cooperative's assets. At any meeting the members may authorize the disposition of all or substantially all of a cooperative's assets if:
(a)
Notice that such disposition will be considered at such meeting has been given to all persons entitled to vote thereon; and
(b)
Such disposition has been approved by two-thirds of those entitled to vote thereon voting at the meeting.
(1m)
(a)
Except as authorized by the members, the board may not dispose of a cooperative's assets under any of the following circumstances:
1.
Other than in the ordinary course of business.
2.
In a manner that jeopardizes the purpose for which the cooperative was created or its financial vitality.
(b)
At any meeting the members may authorize the disposition of a cooperative's assets under circumstances described in par. (a) if all of the following apply:
1.
Notice that the disposition will be considered at the meeting has been given to all persons entitled to vote on the matter.
2.
The disposition has been approved by two-thirds of those entitled to vote on the matter who vote at the meeting.
(2)
Unless the bylaws provide otherwise, the board may secure payment of a cooperative's debts by mortgaging the cooperative's rights, privileges, authority and franchises, revenues and other property.
History:  1985 a. 30 s. 42; 2017 a. 76.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.42 - Recording of cooperative contracts; effect thereof.

185.42
Recording of cooperative contracts; effect thereof.
(1)
The association may record in the office of the register of deeds of the county in which the member-maker of the contract resides:
(a)
A copy of any contract authorized by s. 185.41; and
(b)
If a uniform contract is used, a sworn list of the names of all member-makers of that contract residing in the county.
(2)
The register of deeds, upon payment of the fee specified under s. 59.43 (2) (ag), shall number each contract consecutively and shall record it. The register of deeds shall enter the name of every member-maker of such a contract in the real estate records index under s. 59.43 (9).
(3)
The recording constitutes notice to all persons of the association's rights under the contract. The recording also constitutes such notice that an interest in the title to all products agreed to be sold by the member-maker of such contract to the association during the term of such contract is vested in the association. In case of a purchase of any such product thereafter by any party other than the association from any party other than the association, no interest of any nature shall pass to such other purchaser; the association may recover the possession of such products from any person in whose possession they may be found, may obtain an injunction to prevent any attempted purchase, receipt or transfer not permitted by the contract or may enforce its rights in any manner permitted by law.
(4)
The recording constitutes notice to all persons that the contract is and remains a valid contract until:
(a)
It expires according to its terms; or
(b)
It is canceled by written mutual agreement of the parties thereto; or
(c)
It is annulled or otherwise terminated by final judgment of a court.
(5)
Whenever the contract has been terminated in any such manner, the association shall give, upon demand, a statement of termination to the member-maker of the contract. Such member may record such statement in the office of the register of deeds where the contract was originally filed or recorded. At least once each year the association shall record in the office of the register of deeds where the contract was originally filed or recorded, a sworn list of the names of all member-makers whose contract has been terminated in any manner specified by sub. (4) (b) and (c). For any recording under this subsection the register of deeds shall receive the fee specified under s. 59.43 (2) (ag).
History:  1981 c. 245; 1985 a. 30 s. 42; 1993 a. 301; 1995 a. 201, 225; 2003 a. 206.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.43 - Relief against breach or threatened breach.

185.43
Relief against breach or threatened breach.
(1)
In the event of a breach or threatened breach of a contract authorized by s. 185.41 by a member, the association shall be entitled to an injunction to prevent the breach or any further breach thereof, and to a decree of specific performance. Upon filing of a verified complaint showing such breach or threatened breach, and upon filing a sufficient bond, the association shall be entitled to a temporary restraining order against the member.
(2)
Any person, with actual or constructive notice that a contract exists, who induces or attempts to induce any member to breach or repudiate the member's contract with the association, or who in any manner aids a breach of such contract, is liable to the aggrieved party for damages caused by such interference. The association is also entitled to an injunction to prevent any interference or further interference with the contract.
History:  1993 a. 482.
It is not necessary to have demonstrated an intent to induce a cooperative member to breach or repudiate a contract with an association. Injury is presumed from a violation of the statute. Pure Milk Products Coop. v. NFO, 64 Wis. 2d 241, 219 N.W.2d 564 (1974).
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.44 - Application of ss. 185.41 to 185.43; venue of action.

185.44
Application of ss. 185.41 to 185.43; venue of action.
(1)
Sections 185.41 to 185.43 apply after July 13, 1955 to all contracts whether made before or after that date.
(2)
The proper place of trial of any action by or against an association when based on ss. 185.41 to 185.43 is in the county where the association has its principal office or registered agent.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.47 - Financial books and records; penalty for refusal to produce.

185.47
Financial books and records; penalty for refusal to produce.
(1)
(a)
A cooperative shall keep correct and complete financial books and records, including minutes of the proceedings of meetings of its members, board, and executive committee. The cooperative shall keep at its principal office records of the names and addresses of all members and stockholders with the amount of stock held by each, and of ownership of equity interests.
(b)
1.
Except as provided in subds. 2. and 3. and par. (c), and subject to par. (d), at any reasonable time, any member or stockholder, or his or her agent or attorney, upon written notice stating the purposes thereof, delivered or sent to the cooperative at least one week in advance, may examine for a proper purpose any of the cooperative's records pertinent to the purpose specified in the notice.
2.
Except as provided in subd. 3. and par. (c), and subject to par. (d), at any reasonable time, any member or stockholder, or his or her agent or attorney, upon written notice stating the purposes thereof, delivered or sent to the cooperative at least one week in advance, may examine for a proper purpose any of the cooperative's financial books covering the current or preceding 5 fiscal years and that are pertinent to the purpose specified in the notice.
3.
No person is entitled to examine any financial books or records under subd. 1. or 2. if the cooperative is subject to any legal duty to preserve the confidentiality of, or protect the privacy of information contained in, the financial books or records.
(c)
The board may deny a request to examine any financial books or records if the board determines that the purpose is not directly related to the requester's interest as a member or stockholder in the business or affairs of the cooperative or is otherwise contrary to the best interests of the cooperative.
(d)
The cooperative may condition examination of financial books or records on the member or stockholder reimbursing the cooperative for the reasonable costs to produce the financial books or records and make requested copies of them.
(2)
In any proceedings, or upon petition for such purpose any court of record may, upon notice and after hearing at which proper cause is shown, and upon suitable terms, order any of the cooperative's financial books or records, and any other pertinent documents in its possession, or duly authenticated copies thereof, to be brought within this state. Such documents shall be kept at such place and for such time and purposes as the order designates. Any cooperative failing to comply with the order is subject to dissolution, and its directors and officers are liable for contempt of court.
(3)
Subject to all requirements and limitations specified in sub. (1), a member or stockholder of a cooperative may examine the financial books and records of any other cooperative or other person that is a wholly owned subsidiary of the cooperative or in which the cooperative owns a controlling interest.
History:  1985 a. 30 ss. 24, 25, 42; 2017 a. 76.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.48 - Annual reports; filing thereof.

185.48
Annual reports; filing thereof.
(1)
A cooperative shall file an annual report signed by a principal officer or the general manager setting forth:
(a)
Its name and complete address.
(b)
The names and addresses of its directors and principal officers.
(c)
A statement, by class and par value, of the amount of stock which it has authority to issue, and the amount issued.
(d)
A statement as to the general type of business engaged in during the 12 months preceding the date of the report.
(2)
The annual report shall be made on forms furnished by the department, and the information therein contained shall be given as of the date of the execution of the report. The department shall forward by 1st class mail report forms to each cooperative in good standing not later than 60 days prior to the date on which the cooperative is required to file an annual report under this chapter.
(3)
The annual report shall be delivered to the department in each year following the year in which the cooperative's articles are filed by the department, during the calendar year quarter in which the anniversary of the filing occurs. If the report does not conform to requirements, it shall be returned to the cooperative for necessary corrections. The penalties for failure to file such report shall not apply if it is corrected and returned within 30 days after receipt thereof.
(4)
Any report not filed as required by sub. (3) may be filed only upon payment to the department of $26 or, if the report is filed in paper format, upon payment of such larger fee as the department prescribes by rule.
(5)
If the report is not filed within a year from the first day of the quarter calendar year in which the report is required, under sub. (3), to be delivered, the cooperative is not in good standing. Within the next 6 months the department shall mail to the cooperative a notice that it is no longer in good standing. If a cooperative has been out of good standing for more than 3 consecutive years immediately prior to January 1, 1978, the department shall provide only the notice required under s. 185.72 (3). Until restored to good standing, the department shall not accept for filing any document respecting such cooperative except those incident to its dissolution.
(6)
Except as otherwise provided in this subsection, the cooperative may be restored to good standing by delivering to the department a current annual report and by paying the $26 late filing fee plus $15 for each calendar year or part thereof during which it was not in good standing, not exceeding a total of $176. The department, by rule, may specify a larger fee for the filing of an annual report in paper format.
History:  1977 c. 29; 1979 c. 221; 1985 a. 29; 1985 a. 30 s. 42; 1985 a. 338; 1989 a. 123; 1995 a. 27; 2001 a. 44, 107.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.50 - Income or franchise tax returns.

185.50
Income or franchise tax returns.
Any cooperative association, society, company, corporation, exchange or union organized under the provisions of this chapter shall not be obliged to file a state income or franchise tax return unless such association, society, company, corporation, exchange or union is at the time subject to a state income or franchise tax.
History:  1981 c. 390 s. 252; 1985 a. 30 s. 42; 1991 a. 39.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.51 - Amendments to articles.

185.51
Amendments to articles.
(1)
At any member meeting a cooperative may adopt any amendment to its articles which is lawful under s. 185.05, if a statement of the nature of the amendment was contained in the notice of the meeting.
(2)
Unless stockholders are entitled by s. 185.52 to vote on an amendment, an amendment is adopted when approved by two-thirds of the member votes cast thereon.
History:  1985 a. 30 ss. 26, 42.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.52 - Stockholder voting on amendments to articles.

185.52
Stockholder voting on amendments to articles.
(1)
(a)
Whether or not permitted to vote by the articles, a holder of stock other than membership stock who is affected by a proposed amendment to articles shall be entitled to cast one vote on the amendment regardless of the dollar amount of stock, the number of shares or the number of affected classes of stock he or she holds.
(b)
A member holding stock affected by a proposed amendment may vote both as a member and as an affected stockholder.
(2)
For purposes of this section, a holder of stock is affected as to any class of stock owned by the holder only if an amendment would expressly:
(a)
Decrease the dividends to which that class may be entitled or change the method by which the dividend rate on that class is fixed.
(b)
Restrict rights to transfer that class.
(c)
Give to another existing or any new class of stock or equity interest not previously entitled thereto any preference as to dividends or upon dissolution which is the same or higher than preferences of that class.
(d)
Change the par value of shares of that class or of any other class having the same or higher preferences as to dividends or upon dissolution.
(e)
Increase the number of authorized shares of any class having a higher preference as to dividends or upon dissolution.
(f)
Require or permit an exchange of shares of any class with lower preferences as to dividends or upon dissolution for shares of that class or any other class with the same or higher preferences.
(g)
Require only a majority of member votes and a majority of the votes of any stockholders entitled to vote under s. 185.61 (3) (a) for approval of a plan of merger or consolidation under s. 185.61 (2) (b) as provided in s. 185.61 (4).
(3)
If stockholders are entitled to vote on an amendment, the amendment is adopted only if all of the following conditions are met:
(a)
Notice of the meeting, an exact copy of the proposed amendment and a ballot thereon have been sent to each member and each affected stockholder.
(b)
Two-thirds of the member votes cast thereon approve.
(c)
Two-thirds of the votes of affected stockholders cast thereon approve.
(4)
This section shall not apply to stock issued prior to June 30, 1956, unless the cooperative adopts an amendment to its articles making such stock subject to this section. As to such stock, the amendment shall be adopted in the manner and by the vote required prior to July 13, 1955.
History:  1985 a. 30 s. 27, 28, 42; 1993 a. 482.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.53 - Filing and recording amendments; effect thereof.

185.53
Filing and recording amendments; effect thereof.
(1)
Amendments to articles shall be signed by the president or a vice president and the secretary or an assistant secretary, shall be sealed with the cooperative's seal, and shall set forth:
(a)
The name of the cooperative, and the county of the cooperative's principal office or of its registered agent.
(b)
The amendment and date of adoption.
(c)
The number of members.
(d)
The number of member votes cast for and against the amendment.
(e)
If affected stockholders have the right to vote under s. 185.52, the number of votes of affected stockholders cast for and against the amendment.
(2)
The amendment shall be filed and recorded as provided in s. 185.82. The amendment becomes effective upon filing, and the department may then issue a certificate of amendment.
(3)
No amendment may affect any existing cause of action or proceeding to which the cooperative is a party, or existing rights of persons other than members or stockholders.
(4)
No action may be maintained to invalidate any amendment because of the manner of its adoption unless commenced within 2 years after the date of filing.
History:  1981 c. 337; 1985 a. 30 ss. 29, 42; 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. › 185.54 - Restated articles.

185.54
Restated articles.
A cooperative may, by action taken in the manner required for an amendment, adopt restated articles. When filed in the manner prescribed for an amendment, restated articles supersede existing articles and all amendments thereto. Restated articles shall meet all requirements of original articles except:
(1)
Incorporators constituting the temporary board and the names and addresses of the incorporators may be omitted; and
(2)
In lieu of the name of the cooperative and complete address of the cooperative's principal office or name and complete address of its registered agent at the time of incorporation, the restated articles shall set forth the name of the cooperative and the complete address, including street number, city, town or village, county and zip code of its principal office or name and complete address including street number, city, town or village, county and zip code of its registered agent at the time of adoption of the restated articles.
History:  1981 c. 337; 1985 a. 30.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.55 - Amendments by bankruptcy court.

185.55
Amendments by bankruptcy court.
Certified copies of any order of a court of the United States, in proceedings under the bankruptcy laws, shall be filed and recorded as an amendment if the order effects an amendment to the articles. The principal officers of a cooperative shall cause each order to be promptly filed and recorded after it becomes final.
History:  1985 a. 30 s. 42.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.63 - Division of a cooperative.

185.63
Division of a cooperative.
(1)
Any cooperative may divide itself into 2 or more cooperatives under this chapter. A written plan of division shall be prepared by the board or by a committee selected by the board for that purpose. Such plan shall set forth all the terms of the division and the proposed effect thereof on all members and stockholders of the cooperative. The plan shall also contain the articles of each new cooperative being formed and any amendments to the articles of the remaining cooperative.
(2)
The members, and such stockholders as are entitled to vote thereon, shall approve the plan in the manner provided in s. 185.52 for amendments to articles.
(3)
Articles of division shall set forth the approved plan and other information required by s. 185.53 and shall be filed and recorded as an amendment to the articles. Each part of the plan which contains the articles of a new cooperative shall be separately filed and recorded as articles for the new cooperative.
History:  1985 a. 30.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.64 - Conversion of corporation.

185.64
Conversion of corporation.
A corporation may convert itself into a cooperative by adopting an amendment to its articles by which it elects to become subject to this chapter, together with changes in its articles required by this chapter and other desirable changes permitted by this chapter. Such amendment shall be adopted, filed and recorded in the manner provided by the law then applicable to the corporation.
History:  1985 a. 30 s. 42.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.72 - Involuntary dissolution.

185.72
Involuntary dissolution.
(1)
A cooperative may be dissolved involuntarily by a decree of the circuit court where the principal office or registered agent is located in an action commenced by the attorney general when it is established that:
(a)
The cooperative's certificate of association was procured through fraud; or
(b)
The cooperative has continued to exceed or abuse the authority conferred upon it by this chapter; or
(c)
The cooperative failed to comply with a court order for the production of financial books, records or other documents of the cooperative as provided in s. 185.47.
(2)
If the cooperative cures its defaults other than those under sub. (1) (a) and (b) prior to the entry of the court's final decree and pays all penalties and court costs that have accrued, the cause of action with respect to the defaults so cured will abate.
(3)
(a)
If it is established by the records in the department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the department may involuntarily dissolve the cooperative in the following manner:
1.
The department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.
2.
If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative's situs.
3.
The department shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.
(b)
Upon the issuance of the certificate of involuntary dissolution, the cooperative shall cease to exist, without any judicial proceedings whatever and thereafter the dissolved cooperative may not transact its ordinary business or exercise cooperative powers except as provided under ss. 185.74 to 185.76.
(bm)
The department shall rescind the dissolution of a cooperative involuntarily dissolved under this subsection and issue a certificate stating the recision if all of the following are met:
1.
The cooperative files with the department 2 affidavits, each executed by a different person who is a principal officer of the cooperative, stating that the cooperative did not receive the notice under par. (a) 1.
2.
The cooperative pays to the department $100 in liquidated damages to cover the efforts of the department in rescinding the involuntary dissolution.
(c)
In this subsection and in s. 185.74, “situs" means a cooperative or former cooperative's last-known address as shown by the most recently filed annual report, or, if none, its principal office or the address of its registered agent, or, if none, its designated location, or, if none, the last-known address of any known director or incorporator.
History:  1977 c. 29; 1977 c. 418 ss. 691 to 695, 929 (44); 1981 c. 314; 1983 a. 408 s. 16; 1983 a. 505; 1985 a. 30 s. 44; 1995 a. 27; 2017 a. 76.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.73 - Liquidation under court supervision.

185.73
Liquidation under court supervision.
(1)
The circuit court of the county where the principal office or registered agent of the cooperative is located may liquidate the assets and business of such cooperative when a petition to that effect is filed by or on behalf of:
(a)
A majority of the designated committee or directors when a resolution is adopted pursuant to s. 185.71.
(b)
The attorney general when a decree of dissolution has been obtained pursuant to s. 185.72.
(c)
A judgment creditor whose execution is returned unsatisfied when it is established that the cooperative is unable to pay its debts as they become due in the usual course of its business.
(d)
Any creditor when it is established that the cooperative is dissolving pursuant to s. 185.71 without making adequate provision for payment of all creditors.
(2)
Upon filing of any such petition, the court acquires exclusive jurisdiction of all matters pertaining to the liquidation of such cooperative and the distribution of its assets to persons entitled thereto and may determine and order paid the expense of such liquidation proceedings. The court has power to issue injunctions, appoint receivers with such duties and powers as the court may direct, and take any other action necessary to the cooperative's liquidation. A receiver appointed in such proceeding has authority to sue and be sued as receiver for the cooperative.
(3)
The court shall fix the time within which creditors may file claims and shall prescribe the notice to be given to interested persons. Creditors who do not file their claims within the time limit may not participate in any distribution thereafter made, unless the court upon good cause shown extends their time for filing.
(4)
When the court approves the final distribution of a cooperative's assets, it shall enter a decree in the nature of articles of dissolution which shall be filed and recorded as provided in s. 185.82.
(5)
The filing of a petition under this section operates as a stay of all other proceedings against the cooperative until such time as the court issues its final judgment or directs otherwise.
(6)
The court upon proper cause shown may at any time order the proceedings dismissed upon such terms and conditions as the court may impose.
History:  1985 a. 30 s. 42.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.74 - Property not distributed prior to dissolution.

185.74
Property not distributed prior to dissolution.
(1)
Upon filing the articles or decree of dissolution or upon the issuance of a certificate of involuntary dissolution, title to any property omitted from the final distribution or the title to any property not distributed prior to the issuance of a certificate of involuntary dissolution vests in the surviving directors or committee members who signed the articles or the last-acting directors in the case of the issuance of a certificate of involuntary dissolution, as trustees. They have all the powers of the cooperative with respect to this property and shall distribute the property or its proceeds to the persons beneficially entitled thereto.
(2)
When no trustee can be found, the circuit court of the county where the cooperative's situs, as defined in s. 185.72 (3) (c), is located has power to appoint trustees upon application of any person having an interest in the property or its disposition.
(3)
Any trustee may at any time make application to the circuit court of the county of the cooperative's situs for supervision of liquidation under s. 185.73.
History:  1977 c. 418; 1981 c. 337.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.75 - Unclaimed assets.

185.75
Unclaimed assets.
(1)
Assets distributable in the course of the liquidation of a cooperative that remain unclaimed after 2 years may be forfeited to the cooperative in the manner set forth in s. 185.03 (10), except that the board, a committee designated to liquidate the assets under s. 185.71, a court, trustee or other person authorized to liquidate the assets of the cooperative may declare the funds forfeited, give the notice, determine the purpose or purposes and dedicate the funds under s. 185.03 (10) and except that any of these persons may declare the funds forfeited no earlier than 2 years and no later than 5 years after the funds are first made available to their owners in the course of the liquidation of the cooperative.
(2)
Assets distributable in the course of the liquidation of a cooperative that remain unclaimed after one year may be reported and delivered to the secretary of revenue as provided under ch. 177. Assets distributable in the course of the liquidation of a cooperative that are not forfeited under sub. (1) and that remain unclaimed after 5 years shall be reported and delivered to the secretary of revenue under ch. 177.
History:  1983 a. 408; 1985 a. 30; 2013 a. 20.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.76 - Survival of remedy after dissolution.

185.76
Survival of remedy after dissolution.
Except as provided in s. 185.73, the dissolution of a cooperative does not impair any remedy available to or against such cooperative, its directors, stockholders, or members for any claim existing or any liability incurred prior to such dissolution if a proceeding thereon is commenced within 2 years after the date of filing the articles or decree of dissolution.
History:  1981 c. 337.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.81 - Admission of foreign cooperatives.

185.81
Admission of foreign cooperatives.
A foreign cooperative is entitled to all rights, exemptions and privileges of a cooperative organized under this chapter, if it is authorized to do business in this state under ch. 180. Such foreign cooperative may qualify under ch. 180 whether or not formed for profit and whether or not formed with stock. Any such foreign cooperative claiming to be subject to s. 71.26 (1) (a) or 71.45 (1) (a) may be required to furnish the department of revenue with such facts as said department shall deem necessary to establish the foreign cooperative's rights thereunder.
History:  1987 a. 312 s. 17; 2007 a. 20.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.815 - Recording change of principal office or registered agent.

185.815
Recording change of principal office or registered agent.
If a document submitted to the department for filing under this chapter changes the county of the principal office or of the registered agent:
(1)
An original of the document or a duplicate original endorsed by the department shall be recorded in each county;
(2)
The document shall specify the new county when:
(a)
The county of the principal office or registered agent is changed; or
(b)
The document makes a change from a principal office in one county to a registered agent's address in another county or vice versa; and
(3)
A certificate of the department listing the type and date of filing of recordable documents previously filed by the cooperative shall be recorded in the county of the new principal office or of the registered agent.
History:  1981 c. 337; 1995 a. 27.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.82 - Procedure on filing and recording of documents.

185.82
Procedure on filing and recording of documents.
(1)
If a document is required to be filed and recorded under this chapter, all of the following shall be included when the document is submitted for filing:
(a)
Separate originals of the document for the department and for the register of deeds of each county in which the document is required to be recorded.
(b)
A check payable to the department in the amount of the filing fee prescribed under s. 185.83.
(c)
Separate checks in the amount of the recording fee prescribed under s. 59.43 (2) (ag) 1. payable to the register of deeds of each county in which the document is required to be recorded.
(2)
(a)
Unless the document does not conform to law, the department shall endorse on each original “Filed" and the date of filing and shall file one original.
(b)
The department shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed by the department, within 5 days of filing.
(c)
A register of deeds receiving a check and document forwarded under par. (b) shall record the document. If the document is not articles, the register of deeds shall note on the margin of the record of the articles the document number and, if the document is assigned a volume and page number, the volume and page where the document is recorded.
(3)
Each week the department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the cooperative, the name of the county of the cooperative's principal office or registered agent, and the date of filing.
(4)
A document required to be filed and recorded under this chapter is effective on filing with the department, except as provided in s. 185.62. An error or omission in recording the document or a certificate under s. 185.815 (2) with a register of deeds does not affect its effectiveness.
(5)
A document filed with the department under this chapter before May 7, 1982 is effective unless the records of the department show that the document was recognized as ineffective because of a recording defect and the department or the cooperative acted in reliance on the ineffectiveness of the document.
(6)
(a)
The department may waive any of the following:
1.
Submission of more than one original of a document.
2.
An omission or defect in a document, if the department determines from the face of the document that the omission or defect is immaterial.
(b)
A waiver under par. (a) occurs when the document is filed.
History:  1981 c. 337; 1985 a. 30 s. 42; 1995 a. 27, 201; 2017 a. 102.
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. › 185.825 - Penalty for false document.

185.825
Penalty for false document.
Whoever causes a document to be filed, knowing it to be false in any material respect, is guilty of a Class I felony.
History:  1981 c. 337; 1997 a. 283; 2001 a. 109.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.83 - Fees for filing.

185.83
Fees for filing.
(1)
Except as provided under sub. (1m), the department shall charge and collect for:
(a)
Filing articles for a new cooperative, $1.25 for each $1,000 of authorized stock, but in no case less than $25. A cooperative organized without capital stock shall pay a fee of $25.
(b)
Filing an amendment to or restatement of the articles or articles of consolidation or division, $10, plus $1.25 for each $1,000 of authorized stock not authorized at the time of the amendment, restatement, consolidation, or division, except that no fee may be collected for any of the following:
1.
An amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the department.
2.
An amendment filed to reflect only a change in the name of a registered agent.
(bm)
Filing articles of merger, $30.
(c)
Filing articles or decree of dissolution, $5.
(d)
Receiving services of any process, notice or demand, authorized to be served on the department by this chapter, the fee established under s. 182.01 (4) (c).
(e)
Filing an annual report of a cooperative, $15.
(g)
Filing a report of names and addresses of officers or directors, $3.
(h)
Processing a document required or permitted to be filed or recorded under this chapter in an expeditious manner, the fee established under s. 182.01 (4) (d) in addition to the fee required by other provisions of this chapter.
(1m)
The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.
(2)
No document may be filed or recorded until all fees therefor have been paid.
History:  1977 c. 29; 1979 c. 221; 1983 a. 27 ss. 1587, 1588, 2204 (47); 1983 a. 134; 1985 a. 29; 1985 a. 30 ss. 39m, 42; 1985 a. 338; 1987 a. 27; 1989 a. 123; 1995 a. 27; 2001 a. 16, 44.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.92 - Effect of unauthorized acts.

185.92
Effect of unauthorized acts.
No act and no transfer of property to or by a cooperative is invalid because made in excess of the cooperative's power, except that such lack of power may be asserted in a proceeding by:
(1)
A member, stockholder or director against the cooperative to enjoin any act or any transfer of property to or by the cooperative.
(2)
The cooperative or its legal representative against any present or former officer or director.
(3)
The attorney general against the cooperative in an action to dissolve the cooperative or to enjoin it from the transaction of unauthorized business.
History:  1979 c. 110.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.93 - Member or stockholder derivative actions.

185.93
Member or stockholder derivative actions.
(1)
No action may be instituted or maintained in the right of any association by a member or stockholder unless the member or stockholder:
(a)
Alleges in the complaint that the member or stockholder was a member or registered stockholder when any part of the transaction of which the member or stockholder complains took place, or that the member's or stockholder's stock thereafter devolved upon the member or stockholder by operation of law from a stockholder at such time.
(b)
Alleges in the complaint with particularity his or her efforts to secure from the board the action he or she desires. He or she shall allege further that he or she has either informed the association or board in writing of the ultimate facts of each cause of action against each director or that he or she has delivered to the association or board a copy of the complaint no fewer than 60 days prior to filing the complaint.
(c)
Files the complaint in such action within 20 days after the action is commenced.
(2)
The action shall not be dismissed or compromised without the approval of the court.
(3)
If anything is recovered or obtained as the result of the action, whether by means of a compromise and settlement or by a judgment, the court may, out of the proceeds of the action, award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorney fees, and may direct the plaintiff to account to the association for the remainder of such proceeds.
(4)
In any action brought in the right of an association by less than 3 percent of the members or by holders of less than 3 percent of any class of stock outstanding, the defendants may require the plaintiff to give security for the reasonable expenses of defending such action, including attorney fees. The amount of such security may thereafter be increased or decreased in the discretion of the court upon showing that the security provided is or may be inadequate or is excessive.
History:  1985 a. 30; 1993 a. 482; 2005 a. 253; 2009 a. 177.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.94 - Use of term “cooperative"; penalty for improper use.

185.94
Use of term “cooperative"; penalty for improper use.
(1)
The term “cooperative", or any variation thereof, may be used either by an association or by a credit union organized under ch. 186.
(2)
No other person may use the term “cooperative", or any variation thereof, as part of the person's corporate or other business name or title, nor may any other person in any other manner represent himself or herself to be a cooperative. Whoever violates this subsection may be fined not more than $100. Each day of improper use constitutes a separate offense.
(3)
Any cooperative may obtain an injunction against acts prohibited by sub. (2) without showing any damage to itself.
(4)
Every cooperative shall use the term “cooperative" or an abbreviation thereof as part of its corporate name or affixed thereto.
History:  1985 a. 30 s. 42; 1993 a. 482.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.95 - Discrimination against association.

185.95
Discrimination against association.
Whenever any corporation has discriminated against any association transacting business in this state, its charter may be vacated or its existence annulled, or its license to do business in this state may be revoked.
History:  1979 c. 32 s. 92 (6); 1995 a. 400.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.96 - Application of chapter.

185.96
Application of chapter.
(1)
After June 30, 1956, this chapter applies to all cooperatives. Any cooperative may elect to become subject to this chapter before said date by adopting an amendment to its articles making such election. All cooperatives formed after July 13, 1955 shall be formed under this chapter.
(2)
After January 1, 1956, this chapter applies to all foreign cooperatives.
(3)
Application of this chapter to associations existing before July 13, 1955 does not affect property rights of stockholders or members in such associations which were accrued or established at such time, nor does it affect any liability enforceable at such time, nor does it affect the validity or enforceability of contracts existing before such time.
(4)
Section 185.48 dealing with annual reports shall apply to all cooperatives on July 13, 1955.
History:  1985 a. 30 s. 42.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.982 - Manner of practicing medicine, chiropractic and dentistry; payment; promotional expense.

185.982
Manner of practicing medicine, chiropractic and dentistry; payment; promotional expense.
(1)
No health care plan or contract issued by a cooperative association shall interfere with the manner or mode of the practice of medicine, optometry, chiropractic, dentistry, or podiatry, the manner or mode of providing wellness or other services, the relationship of physician, chiropractor, optometrist, dentist, podiatrist, or other provider and patient, nor the responsibility of physician, chiropractor, optometrist, dentist, podiatrist, or other provider to patient. Plans may require persons covered to utilize health care providers designated by the cooperative association. The cooperative association may provide health care services directly through providers who are employees of the cooperative association or through agreements with individual providers or groups of providers organized on a group practice or individual practice basis.
(2)
Any cooperative association operating voluntary health care plans under the provisions of this chapter may pay physicians and surgeons, optometrists, chiropractors, dentists, or other providers on a salary, per person, or fee-for-service basis to provide health care to members of the association. Every cooperative association may offer its health care services to nonmembers. Any cooperative association that operates a hospital may make the hospital's facilities available to nonmembers and to nonparticipating physicians, optometrists, dentists, or other providers.
History:  1981 c. 205; 1987 a. 27; 2009 a. 113, 165; 2013 a. 173 s. 33.
2023 Wisconsin Statutes & Annotations › Chapter 185 - Cooperatives. › 185.985 - Inconsistent provisions of the statutes.

185.985
Inconsistent provisions of the statutes.
Health care or hospital plans operated by cooperative associations organized under this chapter shall be operated exclusively under the provisions of ss. 185.981 to 185.985. Other provisions of the statutes that are inconsistent with any of those provisions shall not be applicable to cooperative associations or health care plans operated by cooperative associations under this chapter.
History:  1985 a. 30 s. 42; 2009 a. 165.