Chapter 185

185.76 History History: 1981 c. 337.

185.81 185.81 Admission of foreign cooperatives. A foreign cooperative is entitled to all rights, exemptions and privileges of a cooperative organized under this chapter, if it is authorized to do business in this state under ch. 180. Such foreign cooperative may qualify under ch. 180 whether or not formed for profit and whether or not formed with stock. Any such foreign cooperative claiming to be subject to s. 71.26 (1) (a) or 71.45 (1) (a) may be required to furnish the department of revenue with such facts as said department shall deem necessary to establish the foreign cooperative’s rights thereunder.

185.81 History History: 1987 a. 312 s. 17; 2007 a. 20.

185.815 185.815 Recording change of principal office or registered agent. If a document submitted to the department for filing under this chapter changes the county of the principal office or of the registered agent:

185.815(1) (1) An original of the document or a duplicate original endorsed by the department shall be recorded in each county;

185.815(2) (2) The document shall specify the new county when:

185.815(2)(a) (a) The county of the principal office or registered agent is changed; or

185.815(2)(b) (b) The document makes a change from a principal office in one county to a registered agent’s address in another county or vice versa; and

185.815(3) (3) A certificate of the department listing the type and date of filing of recordable documents previously filed by the cooperative shall be recorded in the county of the new principal office or of the registered agent.

185.815 History History: 1981 c. 337; 1995 a. 27.

185.82 185.82 Procedure on filing and recording of documents.

185.82(1) (1) If a document is required to be filed and recorded under this chapter, all of the following shall be included when the document is submitted for filing:

185.82(1)(a) (a) Separate originals of the document for the department and for the register of deeds of each county in which the document is required to be recorded.

185.82(1)(b) (b) A check payable to the department in the amount of the filing fee prescribed under s. 185.83.

185.82(1)(c) (c) Separate checks in the amount of the recording fee prescribed under s. 59.43 (2) (ag) 1. payable to the register of deeds of each county in which the document is required to be recorded.

185.82(2) (2) 

185.82(2)(a) (a) Unless the document does not conform to law, the department shall endorse on each original “Filed” and the date of filing and shall file one original.

185.82(2)(b) (b) The department shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed by the department, within 5 days of filing.

185.82(2)(c) (c) A register of deeds receiving a check and document forwarded under par. (b) shall record the document. If the document is not articles, the register of deeds shall note on the margin of the record of the articles the document number and, if the document is assigned a volume and page number, the volume and page where the document is recorded.

185.82(3) (3) Each week the department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the cooperative, the name of the county of the cooperative’s principal office or registered agent, and the date of filing.

185.82(4) (4) A document required to be filed and recorded under this chapter is effective on filing with the department, except as provided in s. 185.62. An error or omission in recording the document or a certificate under s. 185.815 (2) with a register of deeds does not affect its effectiveness.

185.82(5) (5) A document filed with the department under this chapter before May 7, 1982 is effective unless the records of the department show that the document was recognized as ineffective because of a recording defect and the department or the cooperative acted in reliance on the ineffectiveness of the document.

185.82(6) (6) 

185.82(6)(a) (a) The department may waive any of the following:

185.82(6)(a)1. 1. Submission of more than one original of a document.

185.82(6)(a)2. 2. An omission or defect in a document, if the department determines from the face of the document that the omission or defect is immaterial.

185.82(6)(b) (b) A waiver under par. (a) occurs when the document is filed.

185.82 History History: 1981 c. 337; 1985 a. 30 s. 42; 1995 a. 27, 201; 2017 a. 102.

185.82 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.

185.825 185.825 Penalty for false document. Whoever causes a document to be filed, knowing it to be false in any material respect, is guilty of a Class I felony.

185.825 History History: 1981 c. 337; 1997 a. 283; 2001 a. 109.

185.83 185.83 Fees for filing.

185.83(1) (1) Except as provided under sub. (1m), the department shall charge and collect for:

185.83(1)(a) (a) Filing articles for a new cooperative, $1.25 for each $1,000 of authorized stock, but in no case less than $25. A cooperative organized without capital stock shall pay a fee of $25.

185.83(1)(b) (b) Filing an amendment to or restatement of the articles or articles of consolidation or division, $10, plus $1.25 for each $1,000 of authorized stock not authorized at the time of the amendment, restatement, consolidation, or division, except that no fee may be collected for any of the following:

185.83(1)(b)1. 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.

185.83(1)(b)2. 2. An amendment filed to reflect only a change in the name of a registered agent.

185.83(1)(bm) (bm) Filing articles of merger, $30.

185.83(1)(c) (c) Filing articles or decree of dissolution, $5.

185.83(1)(d) (d) Receiving services of any process, notice or demand, authorized to be served on the department by this chapter, the fee established under s. 182.01 (4) (c).

185.83(1)(e) (e) Filing an annual report of a cooperative, $15.

185.83(1)(g) (g) Filing a report of names and addresses of officers or directors, $3.

185.83(1)(h) (h) Processing a document required or permitted to be filed or recorded under this chapter in an expeditious manner, the fee established under s. 182.01 (4) (d) in addition to the fee required by other provisions of this chapter.

185.83(1m) (1m) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

185.83(2) (2) No document may be filed or recorded until all fees therefor have been paid.

185.83 History History: 1977 c. 29; 1979 c. 221; 1983 a. 27 ss. 1587, 1588, 2204 (47); 1983 a. 134; 1985 a. 29; 1985 a. 30 ss. 39m, 42; 1985 a. 338; 1987 a. 27; 1989 a. 123; 1995 a. 27; 2001 a. 16, 44.

185.84 185.84 Fees or penalty due state. Any fee or penalty due under this chapter may be recovered in a suit brought by the attorney general in the name of the state.

185.85 185.85 Forms to be furnished by department of financial institutions. The department may provide forms for any document to be filed with the department under this chapter.

185.85 History History: 1993 a. 482; 1995 a. 27.

185.91 185.91 Voting requirements of articles. Whenever the articles require the vote of a greater proportion of the members or stockholders than required by this chapter, the articles control except for dissolution under s. 185.71.

185.92 185.92 Effect of unauthorized acts. No act and no transfer of property to or by a cooperative is invalid because made in excess of the cooperative’s power, except that such lack of power may be asserted in a proceeding by:

185.92(1) (1) A member, stockholder or director against the cooperative to enjoin any act or any transfer of property to or by the cooperative.

185.92(2) (2) The cooperative or its legal representative against any present or former officer or director.

185.92(3) (3) The attorney general against the cooperative in an action to dissolve the cooperative or to enjoin it from the transaction of unauthorized business.

185.92 History History: 1979 c. 110.

185.93 185.93 Member or stockholder derivative actions.

185.93(1) (1) No action may be instituted or maintained in the right of any association by a member or stockholder unless the member or stockholder:

185.93(1)(a) (a) Alleges in the complaint that the member or stockholder was a member or registered stockholder when any part of the transaction of which the member or stockholder complains took place, or that the member’s or stockholder’s stock thereafter devolved upon the member or stockholder by operation of law from a stockholder at such time.

185.93(1)(b) (b) Alleges in the complaint with particularity his or her efforts to secure from the board the action he or she desires. He or she shall allege further that he or she has either informed the association or board in writing of the ultimate facts of each cause of action against each director or that he or she has delivered to the association or board a copy of the complaint no fewer than 60 days prior to filing the complaint.

185.93(1)(c) (c) Files the complaint in such action within 20 days after the action is commenced.

185.93(2) (2) The action shall not be dismissed or compromised without the approval of the court.

185.93(3) (3) If anything is recovered or obtained as the result of the action, whether by means of a compromise and settlement or by a judgment, the court may, out of the proceeds of the action, award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorney fees, and may direct the plaintiff to account to the association for the remainder of such proceeds.

185.93(4) (4) In any action brought in the right of an association by less than 3 percent of the members or by holders of less than 3 percent of any class of stock outstanding, the defendants may require the plaintiff to give security for the reasonable expenses of defending such action, including attorney fees. The amount of such security may thereafter be increased or decreased in the discretion of the court upon showing that the security provided is or may be inadequate or is excessive.

185.93 History History: 1985 a. 30; 1993 a. 482; 2005 a. 253; 2009 a. 177.

185.94 185.94 Use of term “cooperative”; penalty for improper use.

185.94(1) (1) The term “cooperative”, or any variation thereof, may be used either by an association or by a credit union organized under ch. 186.

185.94(2) (2) No other person may use the term “cooperative”, or any variation thereof, as part of the person’s corporate or other business name or title, nor may any other person in any other manner represent himself or herself to be a cooperative. Whoever violates this subsection may be fined not more than $100. Each day of improper use constitutes a separate offense.

185.94(3) (3) Any cooperative may obtain an injunction against acts prohibited by sub. (2) without showing any damage to itself.

185.94(4) (4) Every cooperative shall use the term “cooperative” or an abbreviation thereof as part of its corporate name or affixed thereto.

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

185.95 185.95 Discrimination against association. Whenever any corporation has discriminated against any association transacting business in this state, its charter may be vacated or its existence annulled, or its license to do business in this state may be revoked.

185.95 History History: 1979 c. 32 s. 92 (6); 1995 a. 400.

185.96 185.96 Application of chapter.

185.96(1) (1) After June 30, 1956, this chapter applies to all cooperatives. Any cooperative may elect to become subject to this chapter before said date by adopting an amendment to its articles making such election. All cooperatives formed after July 13, 1955 shall be formed under this chapter.

185.96(2) (2) After January 1, 1956, this chapter applies to all foreign cooperatives.

185.96(3) (3) Application of this chapter to associations existing before July 13, 1955 does not affect property rights of stockholders or members in such associations which were accrued or established at such time, nor does it affect any liability enforceable at such time, nor does it affect the validity or enforceability of contracts existing before such time.

185.96(4) (4) Section 185.48 dealing with annual reports shall apply to all cooperatives on July 13, 1955.

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

185.97 185.97 Title. This chapter may be cited as the “Wisconsin Cooperative Association Act”.

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

185.981 185.981 Cooperative health care.

185.981(1) (1) Cooperative associations may be organized under this chapter without capital stock, primarily to establish and operate in the state or in any county or counties in the state nonprofit plans or programs for health care, including hospital care, for their members and their members’ dependents through contracts with physicians, medical societies, chiropractors, optometrists, dentists, dental societies, hospitals, podiatrists, and others.

185.981(2) (2) A cooperative association organized under this section shall operate only on a cooperative nonprofit basis and for the primary purpose of establishing, maintaining, and operating a voluntary nonprofit health, dental, or vision care plan or plans, or for constructing, operating, and maintaining nonprofit hospitals or other facilities whereby health care, including hospital, dental, or vision care, is provided to its members and to other persons or groups of persons who become subscribers to the plans, subject to s. 185.982 (2), under contracts that provide access to medical, surgical, chiropractic, vision, dental, or hospital care, other health care services, appliances, and supplies, by physicians and surgeons licensed and registered under ch. 448, podiatrists licensed under ch. 448, optometrists licensed under ch. 449, chiropractors licensed under ch. 446, dentists licensed under ch. 447, and other health care providers in their offices, in hospitals, in other facilities, and in the home. Nothing in this subsection precludes a cooperative association organized under this section from owning an interest in other entities for enhancing or improving member services or for investment or other purposes, as long as the association’s primary purpose remains as provided in this subsection.

185.981(3) (3) No cooperative association organized primarily for the purposes provided in ss. 185.981 to 185.983 shall be prevented from contracting with any hospital in this state for the rendition of such hospital care as is included within the cooperative association’s plans because the hospital participates in a plan of any other cooperative association, or in a plan organized and operated under ss. 148.03 and 613.80. No hospital may discriminate against any physician and surgeon, chiropractor, dentist, or podiatrist with respect to the use of the hospital’s facilities by reason of his or her participation in a health care plan of a cooperative.

185.981(4) (4) 

185.981(4)(a) (a) Except as provided in par. (b), no contract by or on behalf of any such cooperative association shall provide for the payment of any cash, indemnity, or other material benefit by that association to the subscriber or the subscriber’s estate on account of death, illness, or injury, but any such association may stipulate in its plans that it will pay any nonparticipating physician and surgeon, optometrist, chiropractor, dentist, podiatrist, hospital, or other provider for hospital or other health care rendered to any covered person who is in need of a plan’s benefits. The plans may prescribe monetary limitations with respect to the benefits.

185.981(4)(b) (b) A cooperative association may make a payment in cash, indemnity, or other material benefit for a purpose that is incidental to its plans, including for the purpose of administering coordination of benefits.

185.981(5) (5) Every cooperative association organized under this section is a charitable and benevolent corporation.

185.981(7) (7) Notwithstanding sub. (4) and ss. 185.982 (1) and 185.983 (1), a health care plan that is operated by a cooperative association and that qualifies as a health maintenance organization, as defined in s. 609.01 (2), is subject to s. 609.655.