Chapter 185

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.

185.71 185.71 Voluntary dissolution.

185.71(1) (1) At any member meeting, whether or not a quorum is present, a cooperative may dissolve if:

185.71(1)(a) (a) Notice that a resolution for dissolution will be considered and acted upon has been included in the notice of meeting; and

185.71(1)(b) (b) The resolution is approved by three-fourths of the member votes cast thereon. The articles may permit stockholders to vote on the resolution for dissolution.

185.71(2) (2) When the resolution is adopted, either a committee designated by the resolution or the board shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law, the articles and the bylaws.

185.71(3) (3) Any net proceeds of liquidation not subject to valid claims or owed to persons under sub. (2) shall be distributed to one or more organizations that are either:

185.71(3)(a) (a) Cooperatives with articles containing limitations on distribution of assets or payment of proceeds of liquidation equivalent to limitations in the articles of the liquidating cooperative.

185.71(3)(b) (b) Organizations exempt from federal income taxation under 26 USC 501 (c) (3).

185.71(4) (4) Articles of dissolution shall be signed by a majority of directors or of committee members and shall be sealed with the cooperative’s seal. They shall set forth:

185.71(4)(a) (a) The name of the cooperative, and the county of the cooperative’s principal office or of its registered agent.

185.71(4)(b) (b) The name and address of each director or committee member.

185.71(4)(c) (c) The date of adoption of the resolution of dissolution.

185.71(4)(d) (d) A statement that all liquidation activities have been completed in compliance with law, the articles and the bylaws. If the articles contain a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), the statement shall include an accounting of all funds disbursed under sub. (2) that lists the names and complete addresses, including street address, city, town or village, county, state and zip code, of all persons receiving funds and the amounts disbursed to each.

185.71(5) (5) The articles of dissolution shall be filed and recorded as provided in s. 185.82, and on filing of the articles the existence of the cooperative ceases.

185.71(6) (6) Within 7 years after the date of filing under sub. (5), an action may be brought against any person to whom proceeds were distributed under sub. (2) in violation of law, the articles or the bylaws to recover the proceeds by any person entitled to the funds by law, the articles or the bylaws, in the circuit court of the county where the last principal office of the cooperative was located. If the articles contained a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), the action may be brought by the attorney general, in the name of the state upon his or her information, or, in the discretion of the attorney general, upon complaint of any person, in the Dane County circuit court.

185.71 History History: 1981 c. 337; 1985 a. 30 ss. 35 to 37, 42.

185.71 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.

185.72 185.72 Involuntary dissolution.

185.72(1) (1) A cooperative may be dissolved involuntarily by a decree of the circuit court where the principal office or registered agent is located in an action commenced by the attorney general when it is established that:

185.72(1)(a) (a) The cooperative’s certificate of association was procured through fraud; or

185.72(1)(b) (b) The cooperative has continued to exceed or abuse the authority conferred upon it by this chapter; or

185.72(1)(c) (c) The cooperative failed to comply with a court order for the production of financial books, records or other documents of the cooperative as provided in s. 185.47.

185.72(2) (2) If the cooperative cures its defaults other than those under sub. (1) (a) and (b) prior to the entry of the court’s final decree and pays all penalties and court costs that have accrued, the cause of action with respect to the defaults so cured will abate.

185.72(3) (3) 

185.72(3)(a) (a) If it is established by the records in the department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the department may involuntarily dissolve the cooperative in the following manner:

185.72(3)(a)1. 1. The department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.

185.72(3)(a)2. 2. If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative’s situs.