Chapter 185

185.21(4)(b) (b) Any restrictions on the issuance or transfer of such stock, including those provided in sub. (3) (a);

185.21(4)(c) (c) If more than one class of stock is authorized, the designation of the several classes, and their respective preferences, limitations and relative rights. In lieu of the full statement, this information may be given in summary form, or the certificate may state that the cooperative will, upon request, furnish the information required by this subsection.

185.21(5) (5) No stock certificate may be issued except upon payment of the par value of the stock it represents. Payment for stock may be in cash or other property. If in other property, the value thereof shall be determined by the board and such determination, if made in good faith, shall be conclusive.

185.21(6) (6) Unless the articles provide otherwise, a cooperative may acquire, recall, exchange, redeem, and reissue its own stock. Provisions in the articles and on the stock certificate may reserve to the cooperative a prior right to acquire any stock offered for sale, or a right to recall the stock of any stockholder, or both of said rights. The consideration paid for stock recalled by the cooperative shall be its par value and accrued unpaid dividends, provided that if the book value of such stock is less than the par value, the consideration shall be such book value. The cooperative may set off obligations of the stockholder to it. If the remaining assets would be less than the aggregate amount payable to creditors and persons holding stock with preferential rights upon liquidation, no stock shall be acquired, recalled, exchanged or redeemed for a consideration other than stock or certificates of equity interest of equal or subordinate rank.

185.21(7) (7) When stock is acquired, recalled, exchanged, or redeemed by the cooperative, such stock is restored to the status of authorized but unissued stock.

185.21(8) (8) Stockholders as such have no preemptive right to purchase additional stock.

185.21 History History: 1975 c. 34; 1985 a. 30 ss. 18, 19, 42, 44; 2017 a. 76.

185.22 185.22 Subscriptions for stock; liability therefor.

185.22(1) (1) A subscription for stock of a cooperative is irrevocable for 6 months unless otherwise provided by the subscription agreement, or unless all subscribers consent to the revocation.

185.22(2) (2) Except as provided in s. 185.37, a stockholder or subscriber is under no obligation to any person with respect to the stockholder’s or subscriber’s stock or subscription other than the obligation to pay to the cooperative the full consideration for which such stock was to be issued.

185.22 History History: 1985 a. 30 s. 42; 1993 a. 482.

185.23 185.23 Missing securities or records.

185.23(1) (1) When a security issued by a cooperative, which is not a “security” as defined in s. 408.102, is missing, the cooperative shall issue a duplicate security if the owner so requests and furnishes an indemnity acceptable to the cooperative.

185.23(2) (2) When records showing ownership of securities of apportionment of equity interest in the assets are missing and the information therein contained is necessary to a proposed redemption of the interest, the cooperative may give notice and redeem as follows:

185.23(2)(a) (a) The cooperative shall set aside an amount equal to the value of the interests to be redeemed.

185.23(2)(b) (b) The cooperative shall give notice of such redemption to all owners of interests of which the cooperative has knowledge.

185.23(2)(c) (c) If there are interests, the ownership of which is unknown to the cooperative, it shall publish notice of the redemption at least once a month for 4 months in a publication circulated among members of cooperatives in the area, and also publish a class 3 notice, under ch. 985.

185.23 History History: 1985 a. 30 s. 42.

185.24 185.24 Liability of cooperative for wrongful transfers of its securities.

185.24(1) (1) A cooperative is not liable for acting upon wrongful transfers of its securities which are not “securities” as defined in s. 408.102, unless it has notice that the certificate was not transferred by a proper person or has notice that the transfer was wrongful.

185.24(2) (2) As used in this section:

185.24(2)(a) (a) “Proper person” means the registered owner or last prior transferee, whether or not described as fiduciary for another, or his or her authorized agent, legal representative or successor to his or her interest by operation of law.

185.24(2)(b) (b) “Wrongful transfer” means a transfer which is in excess of the authorization or capacity of the transferor, or which is made in breach of the transferor’s fiduciary duty.

185.24(2)(c) (c) “Transfer” includes a redemption or recall of stock.

185.24 History History: 1985 a. 30 s. 42; 1993 a. 482.

185.25 185.25 Applicability of ch. 408 to cooperative securities. Chapter 408 applies to those securities of a cooperative which fall within the definition of a “security” in s. 408.102, except that s. 185.21 applies to all stock of a cooperative and s. 185.23 (2) applies to all securities of a cooperative regardless of any provisions of ch. 408 which are inconsistent therewith or contrary thereto.

185.31 185.31 Directors; number, election, removal and vacancies.

185.31(1) (1) 

185.31(1)(a) (a) All powers of the cooperative shall be exercised by or under authority of, and the business and affairs of a cooperative shall be managed under the direction of, the board, except as otherwise provided in this chapter. Except as provided in par. (b), every director shall be a member or a representative of a member that is other than a natural person. The bylaws shall prescribe any other qualifications for directors and may provide that directors be from specified districts.

185.31(1)(b) (b)

185.31(1)(b)1. 1. In this paragraph, “outside director” means a director who is neither a member nor a representative of a member that is other than a natural person.

185.31(1)(b)2. 2. Subject to subds. 3. and 4., if authorized by the bylaws, a cooperative may allow for not more than 2 outside directors.

185.31(1)(b)3. 3. The total number of outside directors may not exceed 20 percent of the total number of directors, as established under sub. (2).

185.31(1)(b)4. 4. No person may serve as an outside director unless a majority of the members or delegates voting or a majority of directors who are not outside directors, as specified in the bylaws, votes to approve the person as a director.

185.31(1)(b)5. 5. An outside director has the same voting rights as a director who is not an outside director.

185.31(2) (2) The number of directors shall not be less than 5, provided that, in a cooperative with less than 50 members, the number of directors shall not be less than 3. Subject to such limitation, the number shall be fixed in the articles, or if the articles so provide, in the bylaws.

185.31(3) (3) The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director’s term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the department a report showing the names and addresses of all directors.

185.31(4) (4) Unless the bylaws provide otherwise, a director may be removed upon a majority vote of all members.

185.31(5) (5) Unless the bylaws provide otherwise, any vacancy existing in the board, including any vacancy created by an increase in the number of directors, may be filled until the next annual meeting by appointment by a majority vote of the directors then in office.

185.31 History History: 1985 a. 30 ss. 20, 42; 1995 a. 27; 2017 a. 76.

185.32 185.32 Directors; meetings, quorum and waiver of notice.

185.32(1) (1) Meetings of the board shall be held at such place and upon such notice as is prescribed in or pursuant to the bylaws.

185.32(2) (2) Unless a greater number is required in the bylaws, a majority of the directors in office shall constitute a quorum for transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

185.32(3) (3) A signed waiver of notice of a board meeting is equivalent to personal notice to the person so signing. The waiver may be signed at any time. Attendance at a meeting is a waiver of notice of such meeting, except when a director attends the meeting and objects thereat to the transaction of business because the meeting was not lawfully convened.

185.32(4) (4) Unless the bylaws provide otherwise, the purposes of any meeting of the board need not be specified in the notice or waiver of notice of such meeting.

185.32(5) (5) 

185.32(5)(a) (a) Unless the articles or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including an executive committee meeting, of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:

185.32(5)(a)1. 1. All participating directors may simultaneously hear each other during the meeting.

185.32(5)(a)2. 2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

185.32(5)(b) (b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is deemed to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.

185.32 History History: 1989 a. 308; 1991 a. 16.

185.33 185.33 Executive committee.

185.33(1) (1) If the bylaws so provide, the board may elect an executive committee to consist of 3 or more directors. When the board is not in session, such committee shall have all powers of the board except in respect to:

185.33(1)(a) (a) Powers reserved by the board to itself.

185.33(1)(b) (b) Apportionment or distribution of proceeds.

185.33(1)(c) (c) Election of officers.

185.33(1)(d) (d) Filling of vacancies in the board.

185.33(1)(e) (e) Amendments to the bylaws.

185.33(2) (2) The board may elect other directors as alternates for members of the executive committee.

185.34 185.34 Action without meeting by directors or members. Any action which may be taken at a meeting may be taken without a meeting if a writing setting forth and approving the action taken shall be signed by all of the cooperative members, directors or executive committee members entitled to vote on such action. Such consent shall have the same force and effect as a unanimous vote at a meeting.

185.34 History History: 1985 a. 30 s. 42.

185.35 185.35 Officers.

185.35(1) (1) Unless the articles of incorporation provide otherwise, the principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. They shall be elected annually by the board at such time and in such manner as the bylaws provide. Upon original election and whenever any change is made in the officers, the cooperative shall file with the department, within 20 days, a report showing the name and address of all officers. Each principal officer except the secretary and the treasurer must be a director of the cooperative. The offices of secretary and treasurer may be combined in one person.

185.35(1m) (1m) Any principal officer of a cooperative may be designated by a title other than those designated under sub. (1), as provided in the articles of incorporation of the cooperative. The provisions of this chapter applicable to a principal officer as designated under sub. (1) apply to the principal officer as designated according to the provisions of the articles of incorporation. Any document required or permitted by this chapter to be signed by the president, vice president, secretary or assistant secretary may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign.

185.35(2) (2) Any other officer may be chosen by the board or as provided in the bylaws.

185.35(3) (3) All officers shall have such authority and perform such duties as the bylaws provide, or as the board may determine not inconsistent with the bylaws. Any officer may be removed by the board whenever in its judgment the best interests of the cooperative will be served thereby. Election or appointment shall not of itself create contract rights.

185.35 History History: 1985 a. 30 ss. 21, 22, 42; 1995 a. 27.

185.36 185.36 Compensation and benefits to directors, officers and employees.

185.36(1) (1) Unless the bylaws provide otherwise, only the members may establish compensation or other benefits for a director, not available generally to officers and employees, for services as a director.

185.36(2) (2) Unless the bylaws provide otherwise, for prior or future services of any officer or employee, the board may provide reasonable compensation, pension, bonuses or other benefits to such officer or employee, and pension or other benefits to a member of his or her family or his or her beneficiaries. No officer or employee who is a director may take part in the vote on his or her salary for services rendered the cooperative.

185.36 History History: 1985 a. 30 s. 42; 1993 a. 482.

185.363 185.363 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:

185.363(1) (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.

185.363(2) (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.

185.363(3) (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.

185.363 History History: 1987 a. 13; 2001 a. 16.

185.365 185.365 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:

185.365(1) (1) The effects of the action on employees, suppliers and customers of the cooperative.

185.365(2) (2) The effects of the action on communities in which the cooperative operates.

185.365(3) (3) Any other factors the director or officer considers pertinent.

185.365 History History: 1987 a. 13.

185.367 185.367 Limited liability of directors and officers.

185.367(1) (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:

185.367(1)(a) (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.

185.367(1)(b) (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.

185.367(1)(c) (c) A transaction from which the director or officer derived an improper personal profit.

185.367(1)(d) (d) Willful misconduct.

185.367(2) (2) Except as provided in sub. (3), this section does not apply to any of the following:

185.367(2)(a) (a) A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.