Chapter 185

185.44 185.44 Application of ss. 185.41 to 185.43; venue of action.

185.44(1) (1) Sections 185.41 to 185.43 apply after July 13, 1955 to all contracts whether made before or after that date.

185.44(2) (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.

185.45 185.45 Apportionment and distribution of proceeds. At least once annually the directors shall determine and distribute net proceeds as follows:

185.45(1) (1) There shall be deducted from total proceeds:

185.45(1)(a) (a) All operating expenses and costs.

185.45(1)(b) (b) The cost of supplies, commodities, equipment and other property or services procured or sold for patrons.

185.45(1)(c) (c) The cost of services performed for patrons.

185.45(1)(d) (d) All taxes and all other expenses.

185.45(1)(e) (e) Reasonable and necessary reserves for depreciation, depletion and obsolescence of physical property, doubtful accounts and other valuation reserves, all of which shall be established in accordance with usual and customary accounting practices.

185.45(2) (2) The remainder of the total proceeds are net proceeds and shall be distributed and paid as follows:

185.45(2)(a) (a) An amount not to exceed 5 percent thereof may be set aside as an educational fund to be used in teaching or promoting cooperative organization or principles. Such funds shall for all purposes except the computation of net proceeds be deemed an expense of operation of the cooperative.

185.45(2)(b) (b) A share of the net proceeds may be set aside for or paid to officers or employees, or both. Such amount shall for all purposes except the computation of net proceeds be deemed an expense of operation of the cooperative.

185.45(2)(c) (c) In a cooperative organized with capital stock such dividend may be paid upon capital stock as is authorized by the articles. No dividend may be paid if the capital is impaired or if payment of such dividend would result in an impairment of capital.

185.45(3) (3) Unless the articles or bylaws otherwise expressly provide, none of the remainder of the net proceeds shall constitute income of the cooperative but all thereof shall be distributed and paid to patrons, whether members or not, as follows:

185.45(3)(a) (a) Reasonable reserves for necessary purposes may be created, which shall be credited to patrons in accordance with the ratio which their patronage bears to total patronage.

185.45(3)(b) (b) All the remainder of the net proceeds shall be distributed and paid to patrons in accordance with the ratio which their patronage bears to total patronage.

185.45(3)(c) (c) There shall be no distinction between the persons entitled thereto, but such reserves and distributions may be based upon business done with particular departments or in particular commodities, supplies or services, or upon classification of business according to the type or nature thereof.

185.45(4) (4) If the articles or bylaws so provide:

185.45(4)(a) (a) Any of the net proceeds may be credited to allocated or unallocated surplus or reserves of the cooperative.

185.45(4)(b) (b) None of the remainder shall constitute income to the cooperative, but all of it shall be distributed and paid in accordance with the ratio which individual patronage bears to total patronage, either to member patrons only, to member patrons only with one or more classes receiving a lower proportion than others or to all patrons with nonmembers receiving a lower proportion than members, as the bylaws provide. There shall be no other distinction between members and nonmembers, but distribution may be based on business done with particular departments, or in particular commodities, supplies or services, or upon classification of business according to type or nature.

185.45(5) (5) The distribution and payment of net proceeds under sub. (3) or (4) may be in cash, credits, stock, certificates of interest, revolving fund certificates, letters of advice, or other certificates or securities of the cooperative or of other associations, limited liability companies or corporations, in other property, or in any combination thereof.

185.45(6) (6) All or any part of the net proceeds may be applied to losses incurred in prior years, and the bylaws may also include any reasonable provisions for the apportionment of losses.

185.45 History History: 1985 a. 30 ss. 23, 42; 1993 a. 112; 2009 a. 177.

185.45 Annotation In an action to enforce a security interest in certificates of deposit, in the absence of an article or bylaw provision crediting net proceeds to surplus or reserves, proceeds from cooperative business in excess of actual expenses and compensation of employees belongs to patrons, not the cooperative. First National Bank of Barron v. Barron County Cooperative Dairy Cattle Breeders Sales Assoc. 77 Wis. 2d 1, 252 N.W.2d 57 (1977).

185.47 185.47 Financial books and records; penalty for refusal to produce.

185.47(1) (1) 

185.47(1)(a) (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.

185.47(1)(b) (b)

185.47(1)(b)1. 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.

185.47(1)(b)2. 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.

185.47(1)(b)3. 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.

185.47(1)(c) (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.

185.47(1)(d) (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.

185.47(2) (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.

185.47(3) (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.

185.47 History History: 1985 a. 30 ss. 24, 25, 42; 2017 a. 76.

185.48 185.48 Annual reports; filing thereof.

185.48(1) (1) A cooperative shall file an annual report signed by a principal officer or the general manager setting forth:

185.48(1)(a) (a) Its name and complete address.

185.48(1)(b) (b) The names and addresses of its directors and principal officers.

185.48(1)(c) (c) A statement, by class and par value, of the amount of stock which it has authority to issue, and the amount issued.

185.48(1)(d) (d) A statement as to the general type of business engaged in during the 12 months preceding the date of the report.

185.48(2) (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.

185.48(3) (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.

185.48(4) (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.

185.48(5) (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.

185.48(6) (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.

185.48 History 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.

185.49 185.49 Omission of seal. Whenever any document is required to be sealed, no seal is required if the document includes a statement to the effect that the cooperative has no seal.

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

185.50 185.50 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.

185.50 History History: 1981 c. 390 s. 252; 1985 a. 30 s. 42; 1991 a. 39.

185.51 185.51 Amendments to articles.

185.51(1) (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.

185.51(2) (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.

185.51 History History: 1985 a. 30 ss. 26, 42.

185.52 185.52 Stockholder voting on amendments to articles.

185.52(1) (1) 

185.52(1)(a) (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.

185.52(1)(b) (b) A member holding stock affected by a proposed amendment may vote both as a member and as an affected stockholder.

185.52(2) (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:

185.52(2)(a) (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.

185.52(2)(b) (b) Restrict rights to transfer that class.

185.52(2)(c) (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.

185.52(2)(d) (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.

185.52(2)(e) (e) Increase the number of authorized shares of any class having a higher preference as to dividends or upon dissolution.

185.52(2)(f) (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.

185.52(2)(g) (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).

185.52(3) (3) If stockholders are entitled to vote on an amendment, the amendment is adopted only if all of the following conditions are met:

185.52(3)(a) (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.

185.52(3)(b) (b) Two-thirds of the member votes cast thereon approve.

185.52(3)(c) (c) Two-thirds of the votes of affected stockholders cast thereon approve.

185.52(4) (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.

185.52 History History: 1985 a. 30 s. 27, 28, 42; 1993 a. 482.

185.53 185.53 Filing and recording amendments; effect thereof.

185.53(1) (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:

185.53(1)(a) (a) The name of the cooperative, and the county of the cooperative’s principal office or of its registered agent.

185.53(1)(b) (b) The amendment and date of adoption.

185.53(1)(c) (c) The number of members.

185.53(1)(d) (d) The number of member votes cast for and against the amendment.

185.53(1)(e) (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.

185.53(2) (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.

185.53(3) (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.

185.53(4) (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.

185.53 History History: 1981 c. 337; 1985 a. 30 ss. 29, 42; 1995 a. 27.

185.53 Cross-reference 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.

185.54 185.54 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:

185.54(1) (1) Incorporators constituting the temporary board and the names and addresses of the incorporators may be omitted; and