Chapter 185

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

185.54(2) (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.

185.54 History History: 1981 c. 337; 1985 a. 30.

185.55 185.55 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.

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

185.61 185.61 Merger and consolidation.

185.61(1) (1) 

185.61(1)(a) (a) If otherwise lawful, any 2 or more associations may merge or consolidate under this chapter or under the law of the state where the surviving or new association will exist.

185.61(1)(b) (b) Before a cooperative may merge or consolidate with any other association, a written plan of merger or consolidation shall be prepared by the board or by a committee selected by the board or the members for that purpose. The plan shall set forth all the terms of the merger or consolidation, including any provisions for abandonment of the plan, and the proposed effect of the plan on all members and stockholders of the cooperative, including the treatment of the equity interest of the members upon merger or consolidation.

185.61(1)(c) (c) In case of consolidation, the plan of consolidation shall also contain the articles of the new association.

185.61(2) (2) Except as provided in sub. (4), the plan is approved if all of the following conditions are met:

185.61(2)(a) (a) Notice of the meeting to vote on the plan, an exact copy of the plan and a ballot thereon have been given, in accordance with s. 185.15 (1), to all members and all stockholders entitled to vote under sub. (3) (a).

185.61(2)(b) (b) Two-thirds of all member votes cast thereon approve and two-thirds of the votes of all stockholders entitled to vote under sub. (3) (a) cast thereon approve.

185.61(3) (3) 

185.61(3)(a) (a)

185.61(3)(a)1. 1. Whether or not permitted to vote by the articles, each holder of stock, other than membership stock, of all consolidating cooperatives is entitled to cast one vote on the plan regardless of the dollar amount of stock, the number of shares or the number of classes of stock he or she holds.

185.61(3)(a)2. 2. Whether or not permitted to vote by the articles, each holder of stock, other than membership stock, of all cooperatives that will not be surviving cooperatives of a merger is entitled to cast one vote on the plan regardless of the dollar amount of stock, the number of shares or the number of classes of stock he or she holds.

185.61(3)(a)3. 3. Whether or not permitted to vote by the articles, each holder of stock, other than membership stock, of the cooperative that will be the surviving cooperative of a merger, is entitled to cast one vote on the plan regardless of the dollar amount of stock, the number of shares or the number of classes of stock he or she holds, only if both of the following conditions are met:

185.61(3)(a)3.a. a. The articles of the surviving cooperative will be amended by the plan.

185.61(3)(a)3.b. b. The holder of stock is affected by any amendment under subd. 3. a. as provided in s. 185.52 (2).

185.61(3)(b) (b) A member who is a holder of stock entitled to vote under par. (a) may vote both as a member and a stockholder.

185.61(4) (4) 

185.61(4)(a) (a) Except as provided in par. (b) a cooperative may approve the plan as provided in subs. (2) and (3), except that a majority of member votes and a majority of the votes of any stockholders under sub. (3) (a) rather than two-thirds of those votes shall be required under sub. (2) (b) if the cooperative amends its articles or adopts restated articles to include a provision therefor.

185.61(4)(b) (b) A cooperative primarily engaged in producing or furnishing electric power or energy to its members may approve a plan for merger or consolidation with a cooperative that is organized for the same purpose, as provided in par. (a). However, a plan for merger or consolidation of a cooperative primarily engaged in producing or furnishing electric power or energy to its members with a cooperative, other than a cooperative organized for the same purpose, shall require approval by two-thirds of the member votes and two-thirds of the votes of any stockholders, under sub. (3) (a), and these proportions may not be changed by amendment or restatement of the articles.

185.61(5) (5) After approval of a plan under this section, but before the merger or consolidation is effective, the merger or consolidation may be abandoned in accordance with any provisions for abandonment set forth in the plan of merger or consolidation.

185.61 History History: 1985 a. 30; 2001 a. 16.

185.62 185.62 Articles of merger or consolidation; effect thereof.

185.62(1) (1) Articles of merger or consolidation shall set forth the approved plan and such other information as is required by s. 185.53. They shall be signed by 2 principal officers of each association merging or consolidating, sealed with the seal of each such association, filed and recorded as an amendment to the articles in each county where any of the cooperatives have their principal office or registered agent. Unless otherwise specified in the plan, the merger or consolidation is effective when the articles are so filed.

185.62(1m) (1m) If after the filing of the articles under sub. (1), but before the merger or consolidation is effective, the merger or consolidation is abandoned, as provided in s. 185.61 (5), 2 principal officers of each merging or consolidating cooperative shall sign a certificate of abandonment stating that the merger or consolidation is abandoned and the date of abandonment, and shall seal the certificate with the seal of each cooperative. The certificate of abandonment shall be filed and recorded prior to the date the merger or consolidation would otherwise be effective, with the department and in each county where the cooperatives have their principal offices or registered agents, in the manner provided in s. 185.82.

185.62(2) (2) After the effective date, the associations which are parties to the plan become a single association. In the case of a merger, the surviving association is that association so designated in the plan. In the case of a consolidation, the new association is the association provided for in the plan. The separate existence of all associations which are parties to the plan, except the surviving or new association, then ceases.

185.62(3) (3) The surviving or new association possesses all the rights and all the property of each of the individual associations, and is responsible for all their obligations. Title to any property is vested in the surviving or new association with no reversion or impairment thereof caused by the merger or consolidation. No right of any creditor may be impaired by the merger or consolidation without the creditor’s consent.

185.62(4) (4) The articles of the surviving association are deemed amended to the extent provided in the plan of merger.

185.62(5) (5) The surviving association, in the case of a merger, or the new association, in the case of consolidation, shall prepare an annual report on the implementation of any provision in the plan of merger or consolidation relating to the equity interest of any member that was affected by the merger or consolidation. The report shall be kept in the principal office of the surviving association, in the case of a merger, or in the principal office of the new association, in the case of consolidation, and shall be available for inspection by any member whose equity interest was affected by the merger or consolidation. The surviving association, in the case of a merger, or the new association, in the case of consolidation, shall prepare the report until such time that the implementation of any provision in the plan of merger or consolidation relating to the equity interest of any member that was affected by the merger or consolidation is complete.

185.62 History History: 1981 c. 337; 1985 a. 30; 1993 a. 482; 1995 a. 27; 2001 a. 16.

185.62 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.

185.63 185.63 Division of a cooperative.

185.63(1) (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.

185.63(2) (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.

185.63(3) (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.

185.63 History History: 1985 a. 30.

185.64 185.64 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.

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