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2023 Wisconsin Statutes & Annotations › Chapter 192 - Railroads; regulations and liabilities. › 192.55 - Special penalties for this chapter.

192.55
Special penalties for this chapter.
(5)
Any corporation or person operating a railroad that shall fail to erect the telltales required by s. 192.31 for the space of 60 days after notice from the office requiring such erection shall forfeit not less than $50 nor more than $100, and each 20 days' delay thereafter in erecting such telltales shall be a separate offense.
(6)
Any person violating s. 192.32 shall forfeit not less than $100 nor more than $200.
(7)
Any railroad which violates s. 192.15 shall forfeit to the state $100 for each violation and each day that the violation continues shall be deemed a separate offense.
History:  1971 c. 306; 1973 c. 154; 1977 c. 155; 1981 c. 347 s. 80 (1); 1983 a. 501; 1993 a. 16, 123; 2005 a. 179.
2023 Wisconsin Statutes & Annotations › Chapter 192 - Railroads; regulations and liabilities. › 192.56 - Abandoning of railroad stations.

192.56
Abandoning of railroad stations.
(1)
It is unlawful for any railroad company owning or operating any railroad in whole or in part in this state, to abandon any station in any town, village or city on its line of railroad, within this state, or to remove the depot therefrom, or to withdraw agency service therefrom, without first obtaining from the office an order authorizing such action.
(2)
At a station where agency service is provided the application to the office for such authorizing order shall set forth the facts showing the necessity for such action by the railroad company, and if the office finds that the application is sufficient presumptively to justify the order prayed for, it shall enter an order fixing the time and place of hearing on the application, which time shall not be less than 20 days after the posting provided for in sub. (3).
(3)
Notice of the time and place of the hearing and of the purpose thereof shall be given, by the office, by posting the notice in 5 conspicuous places in the town or village.
(4)
Any public body, or citizen, or group of citizens affected may appear at said hearing and prior to or at said hearing, file objections to the granting of the order prayed for.
(5)
The hearing shall be held as other hearings before the office are held as far as applicable. The office may dismiss the application or may grant it in whole or in part and under such conditions as it may deem equitable.
(6)
At a station where no agency service is provided, the application to the office for such authorizing order shall set forth the facts showing the necessity for such action by the railroad company. Notice of proposed removal or abandonment shall be given by the office by posting notice in 5 conspicuous places in the town or village concerned; and if within 20 days after the posting of notice no objections in writing are filed with the office by persons directly affected, an order authorizing the abandonment of the station may be issued by the office. If such objections to the granting of the order are filed with the office, the office shall proceed to hold a hearing in the matter as provided in subs. (4) and (5).
History:  1973 c. 157, 333; 1977 c. 29 s. 1654 (9) (e); 1977 c. 203; 1981 c. 347 s. 80 (1); 1993 a. 16, 123.
2023 Wisconsin Statutes & Annotations › Chapter 192 - Railroads; regulations and liabilities. › 192.73 - Sale of abandoned rail property after release by state.

192.73
Sale of abandoned rail property after release by state.
(1)
Definitions. In this section:
(a)
“Abandoned rail property" means rail property that is determined to be abandoned as provided in s. 85.09 (3).
(b)
“Condemnation commission" means the office of the commissioner of condemnation under s. 32.08 for the county in which abandoned rail property is located.
(c)
“Lessee" means a person occupying abandoned rail property under a lease.
(d)
“Owner" means a person that owns abandoned rail property but “owner" does not include any of the following:
1.
A railroad operating as a common carrier in this state on May 11, 1990.
2.
A railroad corporation that owns a controlling interest on May 11, 1990, in a railroad operating as a common carrier in this state.
3.
A railroad corporation that is under common control on May 11, 1990, with a railroad operating as a common carrier in this state.
(e)
“Rail property" has the meaning given in s. 85.01 (3).
(2)
Right of lessee to acquire.
(a)
If the department determines not to acquire abandoned rail property under s. 85.09 (4) and issues a release of its first right to acquire the property under s. 85.09 (2), an owner may not sell or offer to sell abandoned rail property to a person other than the lessee of the abandoned rail property unless the owner first offers to sell that property to the lessee under this subsection.
(b)
The owner shall send by certified mail a written offer to sell abandoned rail property at a fair market price to the lessee of that property. The lessee relinquishes the right to acquire abandoned rail property under this section if it does not respond to the offer by certified mail within 60 days after receipt of the offer to sell.
(c)
If the owner and the lessee do not agree on a purchase price within 60 days after the lessee's response, the lessee or the owner may request that the condemnation commission determine the fair market value for the abandoned rail property. The condemnation commission shall determine the fair market value for the abandoned rail property on the basis of 3 independent appraisals. The owner and the lessee shall each select one appraiser and shall pay the cost of that appraisal. The condemnation commission shall select one appraiser and shall divide the cost of the appraisal equally between the owner and the lessee. The condemnation commission shall inform the owner and lessee by certified mail of its determination of the fair market value for the abandoned rail property.
(d)
Within 30 days after receipt of the determination, the lessee shall notify the owner if the lessee agrees to purchase the abandoned rail property at its fair market value. If the lessee agrees to purchase, the owner shall sell the abandoned rail property to the lessee at its fair market value.
History:  1989 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 192 - Railroads; regulations and liabilities. › 192.80 - Full crew employee rights.

192.80
Full crew employee rights.
No employee of a railroad operating in this state on May 20, 1972, shall be discharged, laid off, furloughed, removed from train or engine service, reduced in monthly earnings, transferred without the employee's approval or reduced in rank or classification, because of the repeal of s. 192.25, 1969 stats., s. 192.26, 1969 stats., s. 192.55 (4), 1969 stats., and s. 195.03 (21), 1969 stats., by chapter 306, laws of 1971. A transferred employee shall be reimbursed by the employee's employer for the employee's moving expenses, including loss on sale of home. The rights granted to the employees under this section shall be binding on the railroads and shall be part of and shall have the same force and effect as the collective bargaining agreements between the employee organizations and the railroads. Any employee who recovers from a railroad upon litigation brought to enforce the employee's rights under this section shall be reimbursed by the employee's employer for all reasonable attorney fees necessarily incurred thereby.
History:  1971 c. 306; 1987 a. 403 s. 256; 1993 a. 482, 490.
This section does not conflict with any federal law. In re Chicago, Milwaukee, St. Paul & Pacific Railroad Co. 852 F.2d 960 (1988).
When a dispute between a railroad and union involved the interpretation of contract terms as to which both of the contending interpretations were reasonable the dispute should be settled by the compulsory arbitration procedures of the railway labor act and not by the federal court. United Transportation Union v. Burlington Northern Inc. 382 F. Supp. 896 (1974).
Because the railway labor act did not preempt this section, the federal court had no jurisdiction. Fricke v. Chicago, Milwaukee, St. Paul and Pacific Railroad Co. 563 F. Supp. 311 (1983).
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.105 - Use of term “cooperative" restricted.

193.105
Use of term “cooperative" restricted.
(1)
Use of term “cooperative" restricted. A business entity may not use the term “cooperative" as part of its business name or title or represent itself as a cooperative, in this state, unless the business entity is a cooperative or foreign cooperative or is organized under ch. 185.
(2)
Penalty for misuse of term “cooperative". A business entity that violates sub. (1) may be fined not more than $250. Each day of improper use constitutes a separate offense.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.111 - Filing fees and other requirements.

193.111
Filing fees and other requirements.
(1)
Except as provided under sub. (2), the department shall charge and collect for:
(a)
Filing articles for a new cooperative, $25, if the new cooperative is organized with no capital stock. If the new cooperative is organized with capital stock, the department may charge $1.25 for each $1,000 of capital stock, or $25, whichever is greater.
(b)
Filing an amendment to or restatement of the articles or articles of consolidation or division, $25, 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 or statement filed to reflect only a change in the name of a registered agent.
(c)
Filing articles of merger, $30.
(d)
Filing articles or decree of dissolution, $5.
(e)
Receiving service of any process, notice, or demand, authorized to be served on the department by this chapter, an amount equal to the fee established under s. 182.01 (4) (c).
(g)
Filing a report of names and addresses of officers or directors, $3.
(h)
Processing in an expeditious manner a document required or permitted to be filed or recorded under this chapter, an amount equal to the fee established under s. 182.01 (4) (d), in addition to the fee required by other provisions of this chapter.
(2)
The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.
(3)
No document may be filed or recorded until all fees for the document have been paid.
(4)
The department shall endorse on any document filed with the department the word “filed" or a similar word determined by the department and the month, day, and year of filing, record the document in the office of the department, and return the document to the person or entity who delivered it for filing.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.121 - Legal recognition of electronic records and signatures.

193.121
Legal recognition of electronic records and signatures.
For the purpose of satisfying 15 USC 7002 (a) (2) (B) as that statute relates to this chapter, this state acknowledges the existence of the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.201 - Organizational purpose.

193.201
Organizational purpose.
Except as provided in s. 193.203, a cooperative may be formed and organized on a cooperative plan for patrons as provided under this chapter for any of the following purposes:
(1)
To market, process, or otherwise change the form or marketability of products, including crops, livestock, and other agricultural products; to manufacture products; to accomplish other purposes that are necessary or convenient to facilitate the production or marketing of products by patron members and others; and to accomplish other purposes that are related to the business of the cooperative.
(2)
To provide products, supplies, and services to its members.
(3)
To accomplish any other lawful purpose.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.205 - Organizers.

193.205
Organizers.
(1)
Qualification. A cooperative may be organized by one or more organizers who shall be individuals over the age of 18, who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of the cooperative.
(2)
Role of organizers. If the cooperative's initial board is not named in the articles, the organizers may elect the initial board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until the board is elected or until a contribution is accepted, whichever occurs first.
(3)
Meeting or written action. After the articles are filed, the organizers or the board named in the articles, as applicable, shall hold an organizational meeting at the call of a majority of the organizers or of the board, as applicable, or take written action for the purposes of transacting business and taking actions appropriate to complete the organization of the cooperative. If a meeting is held under this subsection, the person or persons calling the meeting shall give at least 3 days prior notice of the meeting to each organizer or director, as applicable, stating the date, time, and place of the meeting. An organizer or director may waive notice of an organizational meeting in the same manner that a director may waive notice of meetings of the board.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.211 - Cooperative name.

193.211
Cooperative name.
(1)
Distinguishable name. The name of a cooperative shall distinguish the cooperative upon the records of the department from the name of all business entities authorized to do business in this state and all names the right to which are, at the time of organization, reserved or provided for by law.
(2)
Reservation; contest of name. A cooperative's name is reserved for use by the cooperative during the cooperative's existence, except that a person doing business in this state may contest the cooperative's use of the name as provided by law.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.215 - Articles of organization and notice of mailing address.

193.215
Articles of organization and notice of mailing address.
(1)
Filing required. The organizers of a cooperative shall file with the department the cooperative's original articles as specified under sub. (2), together with the statement required under s. 193.115 (2) and a statement listing the current mailing address of the cooperative.
(2)
Content of articles.
(a)
The articles shall state all of the following:
1.
The name of the cooperative.
2.
The purpose of the cooperative.
3.
The name and address of each organizer.
4.
The duration of the cooperative, if the duration is not to be perpetual.
(b)
The articles may contain any other lawful provision.
(3)
Effect of proper filing. Upon compliance with sub. (1), all of the following apply:
(a)
It is presumed that all conditions precedent to organizing the cooperative that are required to be performed by the organizers have been satisfied.
(b)
The cooperative is chartered by this state as a separate legal entity with perpetual duration or any other duration stated in the articles under sub. (2) (a) 4.
(c)
The department shall issue a certificate of organization to the cooperative.
(4)
Change of mailing address. If the mailing address of the cooperative changes, the cooperative shall file with the department a statement notifying the department of the change of address.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.221 - Amendment of articles.

193.221
Amendment of articles.
(1)
Procedure.
(a)
Except as provided under sub. (3), the articles of a cooperative may be amended as follows:
1.
The board by majority vote may adopt a resolution stating the text of the proposed amendment. The text of the proposed amendment and, if approved by the board, an attached mail or alternative ballot, shall be mailed or otherwise distributed with any regular or special meeting notice to each member. The notice shall designate the time and place of the meeting at which the proposed amendment will be considered and voted on.
2.
If a quorum of the members is registered as being present or represented by alternative vote at the meeting specified in the notice under subd. 1., the proposed amendment may be adopted by the following means, as applicable:
a.
By a majority of the votes cast.
b.
For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, by a sufficient vote as required under the articles or bylaws or by satisfying the other conditions for approval.
(b)
The articles may be amended as restated articles using the procedure under par. (a). If restated articles are adopted, the restated articles supersede all prior articles and amendments to the articles.
(c)
After an amendment or restated articles are adopted under par. (a) or (b), the chair, vice-chair, records officer, or assistant records officer of the cooperative shall sign the amendment or restated articles and promptly file a copy with the department.
(2)
Certificate.
(a)
If an amendment or restated articles are adopted under sub. (1), the board shall prepare a certificate containing all of the following:
1.
A statement listing the date of the meeting at which the board adopted the resolution concerning the proposed amendment under sub. (1) (a) 1. or the restated articles and the vote of the board.
2.
A copy of the notice provided to members under sub. (1) (a) 1.
3.
A listing of the quorum registered at the meeting under sub. (1) (a) 2.
4.
A listing of the votes cast adopting the amendment or the restated articles at the meeting under sub. (1) (a) 2.
(b)
The chair, vice-chair, records officer, or financial officer of the cooperative shall sign the certificate and file the certificate with the records of the cooperative.
(3)
Amendment by directors. A majority of directors may, by resolution, amend the articles if the cooperative does not have any members with voting rights. The board shall promptly file an amendment under this subsection with the department.
(4)
Effective date of amendment. An amendment or restated articles adopted under sub. (1) or an amendment adopted under sub. (3) is effective on the date specified in the resolution adopted under sub. (1) (a) 1. or (3), as applicable, or, if no such date is specified, upon the filing of the amendment or restated articles with the department.
History:  2005 a. 441; 2011 a. 260.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.225 - Conversion to cooperative.

193.225
Conversion to cooperative.
(1)
Authority and notice. A business entity other than an cooperative may become a cooperative by following the applicable procedure under sub. (2) or (3). A business entity shall provide its members with a disclosure statement listing the rights and obligations of the members and the capital structure of the proposed cooperative before making a conversion under this section.
(2)
Procedure for entities organized in this state. A business entity organized under the laws of this state, other than a cooperative, that elects to make a conversion as provided under sub. (1) shall amend its organizational documents in the manner provided under the laws that govern the business entity. The business entity shall file with the department amended articles of organization that comply with s. 193.215. Upon the filing of the amended articles of organization, the business entity is converted to a cooperative and is governed by the applicable provisions of this chapter.
(3)
Procedure for entities organized in other states. A business entity organized under the laws of another state that elects to make a conversion as provided under sub. (1) shall amend its organizational documents in the manner provided under the other state's laws that govern the business entity. The business entity shall file with the department amended articles of organization that comply with s. 193.215. Upon the filing of the amended articles of organization, the business entity is converted to a cooperative and is governed by the applicable provisions of this chapter.
(4)
Conversion of cooperatives organized under chapter 185. A cooperative that is organized under ch. 185 may not convert to a cooperative organized under this chapter regardless of whether the conversion is accomplished directly within Wisconsin or indirectly through or with any out-of-state entity.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.231 - Curative filing.

193.231
Curative filing.
If the department determines that a cooperative has made an erroneous filing under this chapter, the department may revoke and expunge the erroneous filing and authorize a curative document to be filed. The department shall charge the cooperative a filing fee of $500 for any such revocation, expungement, and subsequent curative filing.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.245 - Cooperative records.

193.245
Cooperative records.
(1)
A cooperative shall keep as permanent records minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting by a written unanimous consent in lieu of a meeting, and a record of all waivers of notices of meetings of the members and of the board.
(2)
A cooperative shall maintain appropriate accounting records.
(3)
A cooperative shall keep a copy of each of the following records at its principal office:
(a)
Its articles, bylaws, and other governing instruments.
(c)
A record of the names and addresses of its members, in a form that allows preparation of a list of members that is alphabetical and that shows each member's address.
(d)
The minutes of members' meetings and records of all actions taken by members without a meeting by unanimous written consent in lieu of a meeting, for the past 3 years.
(e)
All written communications within the past 3 years to members as a group or to any class of members as a group.
(f)
A list of the names and business addresses of its current directors and officers.
(g)
All financial statements prepared for periods ending during the last fiscal year.
(4)
A cooperative shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.
(5)
Except as otherwise provided under this section, the board may determine what records are appropriate for the purposes of the cooperative, the length of time records are to be retained, and, subject to s. 193.501 (4), policies relating to the confidentiality, disclosure, inspection and copying of the records of the cooperative. This subsection does not permit the board to withhold documents that are otherwise required to be disclosed by law.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.305 - Emergency powers.

193.305
Emergency powers.
(1)
In anticipation of or during an emergency, as defined in sub. (4), the board may do any of the following:
(a)
Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent.
(b)
Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
(2)
All of the following apply during an emergency, as defined in sub. (4), unless emergency bylaws under s. 193.241 (7) provide otherwise:
(a)
Notice of a meeting of the board need be given only to those directors whom it is practicable to reach and may be given in any practicable manner.
(b)
One or more officers of the cooperative present at a meeting of the board may be deemed to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
(3)
Action taken in good faith during an emergency under this section to further the ordinary business affairs of the cooperative:
(a)
Binds the cooperative.
(b)
May not be the basis for the imposition of liability on any director, officer, employee, or agent of the cooperative on the ground that the action was not authorized cooperative action.
(4)
An emergency exists for purposes of this section if a quorum of the directors cannot readily be obtained because of a catastrophic event.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.311 - Agricultural product and commodity marketing contracts.

193.311
Agricultural product and commodity marketing contracts.
(1)
Authority. A cooperative and its patron member or patron may enter into a marketing contract, requiring the patron member or patron to sell a specified portion of the patron member's or patron's agricultural product or specified commodity produced from a specified area exclusively to or through the cooperative or a facility established by the cooperative.
(2)
Title to products. If an agricultural product or commodity is sold to a cooperative under a contract under sub. (1), the sale transfers title to the product or commodity absolutely, subject to any valid lien or security interest in the product or commodity, to the cooperative on delivery of the product or commodity or at another time specified in the contract. A contract under sub. (1) may allow a cooperative to sell agricultural products or commodities with or without taking title to the products or commodities, and pay the sales price to the applicable patron member or patron, after deducting amounts specified in the contract.
(3)
Term of contract. The term of a contract under sub. (1) may not exceed 10 years, except that a contract may be renewed for periods not exceeding 5 years each, subject to the right of either party to immediately terminate the contract by giving written notice of the termination to the other party.
(4)
Liquidated damages for breach of contract. A contract under sub. (1) may require the patron member or patron to pay an amount to the cooperative as liquidated damages for the patron member's or patron's breach of any provision of the contract regarding the sale, delivery, or withholding of a product or commodity. The amount of liquidated damages shall be specified by including the specified amount in the contract.
(5)
Injunction against breach of contract. If a patron member or patron breaches or threatens to breach a contract under sub. (1), the cooperative may commence an action for specific performance and injunctive relief under ch. 813.
(6)
Criminal penalty for contract interference and false reports.
(a)
No person may knowingly induce or attempt to induce a patron member or patron of a cooperative to breach a contract under sub. (1).
(b)
No person may maliciously and knowingly publish false reports about the finances or management of a cooperative.
(c)
Any person who violates par. (a) or (b) may be fined not more than $1,000 or imprisoned for not more than 6 months, or both.
(7)
Civil liability for contract interference and false reports. In addition to the penalty provided in sub. (6) (c), any person who violates sub. (6) (a) or (b) may be liable to the cooperative for damages caused by the violation.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.401 - Board governs cooperative.

193.401
Board governs cooperative.
A cooperative shall be governed by its board which shall take all action for and on behalf of the cooperative except those actions reserved or granted to members. No director or group of directors may act for or on behalf of the cooperative unless authorized by the board or this chapter. A director may advocate interests of members or member groups to the board, but the fiduciary duty of each director is to represent the best interests of the cooperative and all members collectively.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.415 - Removal of directors.

193.415
Removal of directors.
All of the following apply, unless the articles or bylaws provide otherwise:
(2)
Removal of temporary directors by board. A director who was appointed by the board to fill a vacancy may be removed by the board at any time, with or without cause, if all of the following apply:
(a)
The members have not elected directors in the interval between the time of the appointment to fill the vacancy and the time of the removal.
(b)
A majority of the remaining directors present affirmatively vote to remove the director.
(3)
Removal of directors by members. A director may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors, except that a director who was elected solely by the patron members or the holders of a class or series of membership interests, as provided in the articles or bylaws, may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members or of all membership interests of the class or series entitled to vote at an election of that director, respectively.
(4)
Election of replacement directors. Notwithstanding s. 193.421, a replacement director may be elected to serve out the remaining term of the removed director at a meeting at which the director was removed.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.417 - Resignation of directors.

193.417
Resignation of directors.
A director may resign by giving notice to the board or the chairperson of the board. The resignation is effective without acceptance upon receipt by the board or the chairperson of the board, unless the notice specifies a later effective date.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.421 - Filling vacancies.

193.421
Filling vacancies.
(1)
Patron directors. If a vacancy occurs in the office of a director who was elected solely by the patron members, as provided in the articles or bylaws, or a new office of director is created for such a director, the board, in consultation with the other directors elected solely by the patron members, as provided in the articles or bylaws, shall appoint a patron member of the cooperative to temporarily fill the vacancy until a successor is elected at the next regular or special members' meeting. An appointment under this subsection shall be by majority vote of the remaining directors, regardless of whether there is a quorum present. If there are no other directors elected solely by the patron members, as provided in the articles or bylaws, at the time of the vacancy, the office shall remain vacant and a special patron members' meeting shall be called to elect a successor.
(2)
Nonpatron directors. Unless otherwise provided in the articles or bylaws, if a vacancy occurs in the office of any director other than a director described in sub. (1) or if a new office of director is created other than a new office described in sub. (1), the board shall appoint a director to temporarily fill the vacancy by majority vote of the remaining directors, regardless of whether there is a quorum present. A successor shall be elected at the next regular or special members' meeting.
(3)
Term of successor. Any successor elected under this section is elected for the remainder of the unexpired term of the director whose vacancy the successor was elected to fill.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.423 - Allocation of voting authority among directors.

193.423
Allocation of voting authority among directors.
(1)
The voting authority of the directors may be allocated according to allocation units or equity classifications of the cooperative if any of the following conditions is satisfied:
(a)
The directors elected by patron members have collectively at least 51 percent of the voting authority of the board on general matters of the cooperative.
(b)
The directors elected by patron members do not have, collectively, minority voting authority on the board on general matters of the cooperative.
(2)
The patron board directors' vote shall be voted collectively as determined by a majority vote of the patron directors. A tie in the number of patron board director votes shall be construed as a vote against the matter.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.431 - Quorum; presence of objecting director.

193.431
Quorum; presence of objecting director.
Unless otherwise provided in the articles or bylaws, a majority of the directors currently holding office is a quorum for the transaction of business. Any director who objects at the beginning of a board meeting to the transaction of business because the meeting is not lawfully called or convened and who fails to participate in the meeting after the objection may not be considered as present at the meeting for purposes of determining whether a quorum is present. In the absence of a quorum, a majority of the directors present may adjourn a meeting from time to time until a quorum is present. If a quorum is present when a meeting is properly convened, the directors present may continue to transact business until adjournment, even though the withdrawal of a number of directors originally present leaves less than a quorum.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.435 - Actions of the board.

193.435
Actions of the board.
(1)
Generally. Unless this chapter or the articles or bylaws provide otherwise and except as provided in sub. (2), the board shall take action by the affirmative vote of the greater of the following:
(a)
A majority of directors present at a meeting at the time the action is taken.
(b)
A majority of the minimum number of directors that would constitute a quorum for the transaction of business at the meeting.
(2)
Exception for objecting director. Any director who objects at the beginning of a board meeting to the transaction of business because the meeting is not lawfully called or convened and who fails to participate in the meeting after the objection may not be considered as present at the meeting for purposes of sub. (1).
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.441 - Actions without a meeting.

193.441
Actions without a meeting.
(1)
Generally.
(a)
Unless the articles or bylaws provide otherwise, any action required or permitted by this chapter to be authorized at a board meeting may be authorized without a meeting if that action is authorized by all directors and is evidenced by one or more written statements, signed by each director, describing and consenting to the action. Such an action has the same effect as an action authorized by unanimous vote at a meeting at which all directors are present and may be described as such in any document.
(b)
The articles or bylaws may allow the board to take any other action on behalf of the cooperative, other than an action requiring member approval, without a board meeting, if the action is authorized by the number of directors that would be required to approve the action at a board meeting at which all directors were present and if the action is evidenced by one or more written statements, signed by each authorizing director, describing and consenting to the action. Such an action has the same effect as an action authorized by vote of the number of authorizing directors at a meeting at which all directors are present and may be described as such in any document.
(2)
Effective date. Any action authorized under sub. (1) is effective when the last director necessary for authorization signs the statement evidencing his or her consent, unless the statement specifies a different effective date.
(3)
Notice and liability. When an action is taken under sub. (1) (b) with the authorization of less than all directors, the authorizing directors shall ensure that all other directors are notified immediately of the action and its effective date. Failure to provide the notice does not invalidate the action. A director who does not authorize an action taken under sub. (1) (b) may not be held liable as a result of the action.
(4)
Records. A cooperative shall retain all statements signed by its directors under sub. (1).
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.443 - Board authority concerning certain cooperative property.

193.443
Board authority concerning certain cooperative property.
(1)
Sale in usual and regular course of business. The board may sell, lease, transfer, or otherwise dispose of all or substantially all of the cooperative's property in the usual and regular course of the cooperative's business.
(2)
Other sales. The board may sell, lease, transfer, or otherwise dispose of all or substantially all of the cooperative's property not in the usual and regular course of the cooperative's business if all of the following apply:
(a)
The cooperative's accountant has given the board an opinion that the cooperative cannot continue as an ongoing business and is under financial duress.
(b)
The board has given notice to the members of the impending or potential disposition prior to the disposition.
(c)
The board has determined that failure to proceed with the disposition would be adverse to the interests of the members and the cooperative.
(3)
Security interests. The board may grant a security interest in all or substantially all of the cooperative's property whether or not in the usual and regular course of the cooperative's business.
(4)
Transfer to certain affiliates. The board may transfer any or all of the cooperative's property to a business entity all the ownership interests of which are owned by the cooperative.
(5)
Asset securitization. For purposes of debt financing, the board may transfer any or all of the cooperative's property to a special purpose entity owned or controlled by the cooperative for an asset securitization.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.445 - Audit committee.

193.445
Audit committee.
The board shall establish an audit committee, consisting of members who will ensure an independent review of the cooperative's finances, to review the financial information and accounting reports of the cooperative. The board shall present audited financial statements to the members unless all of the following apply:
(1)
The articles or bylaws permit financial statements that are not audited.
(2)
The financial statements clearly state that they are not audited and a statement is included in the financial statement describing the difference between the financial statements and audited financial statements that are prepared according to generally accepted accounting processes.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.451 - Committees.

193.451
Committees.
(1)
Generally; special litigation committee. The board, by resolution, may establish committees having the authority of the board in the management of the business of the cooperative to the extent described in the resolution. The board, by resolution, may establish a special litigation committee of specified duration under this subsection, consisting of one or more independent directors or other independent persons, to consider the legal rights of and remedies available to the cooperative and whether those rights should be enforced and those remedies should be pursued. Any committee established under this subsection, other than a special litigation committee, is subject at all times to the direction and control of the board. The board may amend a resolution establishing a special litigation committee.
(2)
Membership. A committee established under sub. (1) shall consist of one or more individuals. Unless the articles or bylaws provide otherwise, committee members need not be directors.
(3)
Committee procedure. The procedures for a board meeting apply to a meeting of a committee established under sub. (1) and to committee members to the same extent as those procedures apply to a board meeting and directors.
(4)
Minutes. The chairperson of a committee established under sub. (1) shall ensure that minutes, if any, of committee meetings are provided, upon request, to members of the committee and to any director.
(5)
Standard of conduct for directors. Establishment of, delegation of authority to, and action by a committee under sub. (1) does not alone constitute compliance by a director with s. 193.455 (1).
(6)
Duties of committee members; limitation of liability. Sections 193.455, 193.461, and 193.465 apply to members of committees established under sub. (1) to the same extent as those sections apply to directors.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.455 - Conduct and liability of directors.

193.455
Conduct and liability of directors.
(1)
Standard and liability.
(a)
A director shall discharge the duties of the office of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances. A director who so performs his or her duties may not be held liable by reason of being or having been a director.
(b)
In discharging his or her duties to the cooperative and in determining what he or she believes to be in the best interests of the cooperative, a director may consider any of the following:
1.
The effects of the action on employees, suppliers, creditors, and customers of the cooperative.
2.
The effects of the action on communities in which the cooperative operates.
3.
The effects of the action on members and stockholders.
4.
The economy of this state.
5.
The long-term and short-term interests of the cooperative and its patron members, including the possibility that these interests may be best served by the continued independence of the cooperative.
6.
Any other factors the director considers pertinent.
(2)
Reliance.
(a)
A director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by any of the following:
1.
One or more officers or employees of the cooperative whom the director reasonably believes to be reliable and competent in the matters presented.
2.
Counsel, public accountants, or other persons as to matters that the director reasonably believes are within the person's professional or expert competence.
3.
A committee established under s. 193.445 or 193.451 (1) on which the director does not serve, as to matters within its designated authority, if the director reasonably believes the committee to merit confidence.
(b)
Paragraph (a) does not apply to a director who has knowledge concerning the matter in question that makes the director's reliance under par. (a) unwarranted.
(3)
Presumption of assent. A director who is present at a meeting of the board when an action is approved by the board is presumed to have assented to the action approved, unless the director is prohibited by a conflict of interest from voting on the action or does any of the following:
(a)
Objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and fails to participate in the meeting after the objection.
(b)
Votes against the action at the meeting.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.465 - Limitation of director's liability in articles or bylaws.

193.465
Limitation of director's liability in articles or bylaws.
The articles or bylaws may eliminate or limit a director's personal liability to the cooperative or its members for monetary damages for violating s. 193.455 (1) (a), except that neither the articles nor the bylaws may eliminate or limit the liability of a director for any of the following:
(1)
A breach of the director's duty of loyalty to the cooperative or its members.
(2)
An act or omission not in good faith or that involves intentional misconduct or a knowing violation of law.
(3)
A transaction from which the director derived an improper personal benefit.
(4)
An act or omission occurring before the date on which the provision in the articles or bylaws eliminating or limiting liability becomes effective.
(5)
A knowing violation of ch. 408, subject to s. 193.605, or illegal distributions of cooperative assets.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.475 - Officers.

193.475
Officers.
(1)
Required officers.
(a)
The board shall elect a chairperson and one or more vice-chairpersons.
(b)
Except as provided in sub. (3), the board shall elect or appoint a records officer and a financial officer.
(2)
Chief executive and additional officers. The board may employ a chief executive officer to manage the day-to-day affairs and business of the cooperative. The board may elect additional officers as the articles or bylaws authorize or require.
(3)
Records officer and financial officer may be combined. The offices of records officer and financial officer may be combined.
(4)
Officers that shall be directors and members. The chairperson and first vice-chairperson shall each be a director and member. The financial officer, records officer, and additional officers need not be directors or members.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.478 - Director Education.

193.478
Director Education.
A director shall annually attend a course in at least 2 of the following topics offered by a recognized provider of cooperative director education:
(1)
Duties and responsibilities of a cooperative director.
(2)
Board and management relations.
(3)
The board's role in defining and developing cooperative policies.
(4)
Understanding cooperative governance and structure.
(5)
Understanding financial statements, key financial ratios, and control tools.
(6)
Cooperative finance and equity redemption.
(7)
Cooperative strategic planning.
(8)
Cooperative membership communication and education.
(9)
Selecting and evaluating principal cooperative management.
(10)
Board evaluation.
(11)
Analyzing and understanding the current cooperative business environment.
History:  2005 a. 441.
2023 Wisconsin Statutes & Annotations › Chapter 193 - Unincorporated cooperative associations. › 193.505 - Member liability.

193.505
Member liability.
A person is not personally liable for the acts, debts, liabilities, or obligations of a cooperative merely because of the person's status as a member. A member is liable for any unpaid subscription for the member's membership interest, unpaid membership fees, or any debt for which the member has separately contracted with the cooperative.
History:  2005 a. 441.