Chapter 193

193.535 History History: 2005 a. 441.

193.541 193.541 Actions without a members’ meeting.

193.541(1) (1) Generally.

193.541(1)(a) (a) Unless the articles or bylaws provide otherwise, any action required or permitted by this chapter to be authorized at a members’ meeting may be authorized without a meeting if that action is authorized by all members and is evidenced by one or more written statements, signed by each member, describing and consenting to the action. Such an action has the same effect as an action authorized by unanimous vote at a members’ meeting at which all members are present and may be described as such in any document.

193.541(1)(b) (b) The articles or bylaws may allow the members to authorize any other action on behalf of the cooperative, other than an action requiring board approval, without a members’ meeting, if the action is authorized by the number of members that would be required to approve the action at a members’ meeting at which all members were present and if the action is evidenced by one or more written statements, signed by each authorizing member, describing and consenting to the action. Such an action has the same effect as an action authorized by vote of the number of authorizing members at a meeting at which all members are present and may be described as such in any document.

193.541(2) (2) Effective date. Any action authorized under sub. (1) is effective when the last member necessary for authorization signs the statement evidencing his or her consent, unless the statement specifies a different effective date.

193.541(3) (3) Notice and liability. When an action is taken under sub. (1) (b) with the authorization of less than all members, the board shall ensure that all other members are notified immediately of the action and its effective date. Failure to provide the notice does not invalidate the action. A member who does not authorize an action taken under sub. (1) (b) may not be held liable as a result of the action.

193.541(4) (4) Records. A cooperative shall retain all statements signed by its members under sub. (1).

193.541 History History: 2005 a. 441.

193.545 193.545 Member voting rights.

193.545(1) (1) Generally.

193.545(1)(a) (a) Each patron member has one vote on each issue that patron members may vote upon. Nonpatron members, if authorized by the patron members, may or may not have voting rights relating to being a nonpatron member or holding nonpatron membership interests. If voting rights are granted to nonpatron members or to nonpatron membership interests, patron members may not have less voting rights than provided in this section. The collective vote of the patron members shall be determined by the vote of the majority of patron members voting on the issue. Except as provided under s. 193.551, in determining the collective vote of patron members, each patron member has one vote on the issue. Unless the articles or bylaws provide otherwise, no issue that patron members may vote upon may be approved unless, in determining the collective vote of the patron members, the number of patron members voting to approve the issue is a majority of all members voting on the issue. The articles or bylaws may not reduce the collective patron member vote to less than 51 percent of the total member vote.

193.545(1)(b) (b) Except as otherwise provided in this chapter, a nonpatron member has the voting rights granted to members holding nonpatron membership interests in the articles or bylaws.

193.545(2) (2) Voting at a members’ meeting. A member may vote at a members’ meeting at any time from the time the member arrives at the meeting to the time the meeting is adjourned, unless the articles or bylaws specify an earlier time for closing the vote.

193.545(3) (3) Voting method.

193.545(3)(a) (a) Except as otherwise provided in this paragraph, a member may vote only by casting a ballot at a meeting, by delegate as provided under sub. (4), by proxy as provided under s. 193.565, or, if authorized by the board, by mailing a ballot or by using an alternative ballot.

193.545(3)(b) (b) The ballot shall be in a form prescribed by the board.

193.545(3)(c) (c) To cast a ballot by mail, a member shall mark the member’s choice on the ballot, seal the ballot in a plain envelope bearing the member’s name and the words “BALLOT ENCLOSED,” or similar words, and enclose that envelope in another envelope addressed to the cooperative. To cast an alternative ballot, a member shall follow the procedure prescribed by the board.

193.545(3)(d) (d) If the ballot of a member is received by the cooperative on or before the date of the election, or as otherwise prescribed for alternative ballots, and if all other applicable requirements are satisfied, the cooperative shall accept and count the ballot as the vote of the absent member.

193.545(4) (4) Members represented by delegates. For a cooperative with districts or other units, the articles or bylaws may provide that members from the districts or other units be represented at members’ meetings by delegates chosen by those members. A delegate representing patron members shall be a patron member. Except as provided in s. 193.551 (2) and as otherwise provided in this subsection, a delegate may vote in the same manner as and to the same extent as the members collectively whom the delegate represents are otherwise authorized to vote.

193.545 History History: 2005 a. 441.

193.551 193.551 Patron member voting based on patronage.

193.551(1) (1) Additional vote permitted.

193.551(1)(a) (a) The articles or bylaws may authorize patron members to have an additional vote in determining the collective vote of patron members under s. 193.545 (1) (a) as provided in this subsection.

193.551(1)(b) (b) The articles or bylaws may grant a patron member an additional vote under par. (a) if the issue to be voted upon relates to a specified amount of business transacted between the patron member and the cooperative.

193.551(1)(c) (c) The articles or bylaws may grant additional votes under par. (a) to a specified number of patron members who are also patron members of another cooperative that is itself a member of the cooperative.

193.551(1)(d) (d) The articles or bylaws may grant additional votes under par. (a) to a patron member that is a cooperative, based on the amount of equity allocated to or held by the patron member in the cooperative.

193.551(2) (2) Additional votes for delegates.

193.551(2)(a) (a) For a cooperative with districts or other units of patron members, the articles or bylaws may authorize a delegate elected by patron members to have additional votes as provided in this subsection in determining the collective vote of patron members under s. 193.545 (1) (a).

193.551(2)(b) (b) The articles or bylaws may grant a delegate an additional vote under par. (a) based on a specified amount of business transacted between the patron members represented by the delegate and the cooperative.

193.551(2)(c) (c) The articles or bylaws may grant a delegate an additional vote under par. (a) based upon the amount of equity allocated to or held by the patron members represented by the delegate.

193.551 History History: 2005 a. 441.

193.553 193.553 Voting rights limited to members as of date certain. The board may establish a date for the determination of membership interests entitled to notice of and entitled to vote at a members’ meeting. The date established by the board may not be more than 60 days before the date of the meeting. If a date is established under this subsection, only members as of that date are entitled to notice of and may vote at that meeting.

193.553 History History: 2005 a. 441.

193.555 193.555 Voting rights of nonmembers. The articles or bylaws may authorize any nonmember or class of nonmembers to vote at a members’ meeting in the same manner as patron members are permitted to vote. The articles or bylaws may prescribe the manner by which persons are authorized to vote under this section.

193.555 History History: 2005 a. 441.

193.557 193.557 Voting of jointly owned membership interests. If a membership interest is owned jointly by 2 or more persons, any one of the owners may vote based upon that membership interest, unless the cooperative receives written notice from any of the owners denying the authority of that person to vote based upon that membership interest.

193.557 History History: 2005 a. 441.

193.559 193.559 Cumulative voting by members. Except as provided in ss. 193.411 (4m) and 193.557, a member with more than one vote that is entitled to vote may allocate the member’s votes in any way the member chooses. If such a member votes without designating an allocation, the member is considered to have voted all of the member’s votes in that way.

193.559 History History: 2005 a. 441.

193.561 193.561 Voting by business entities, subsidiaries, legal representatives, and holders of security interests.

193.561(1) (1) Membership interests held by a business entity. If a member entitled to vote is a business entity, the chairperson of the board, chief executive officer, or other authorized agent of the member may cast the member’s votes.

193.561(2) (2) Membership interest held by subsidiary of cooperative. Except as provided in the articles or bylaws or sub. (3), if a member is a subsidiary of the cooperative, the member may not vote.

193.561(3) (3) Membership interest held in fiduciary capacity by cooperative. Membership interests held in a fiduciary capacity by the cooperative or a subsidiary of the cooperative are not entitled to vote, except to the extent that the settlor or beneficiary is entitled to vote and either exercises the right to vote or instructs the cooperative or subsidiary on how to vote.

193.561(4) (4) Membership interest controlled by certain representatives. Except as provided in subs. (3) and (5), if a person, in the capacity of a personal representative, administrator, executor, guardian, or conservator, or in a similar capacity, controls the membership interest of a member entitled to vote, the person may vote on behalf of the member.

193.561(5) (5) Membership interest controlled by trustee in bankruptcy or receiver. If a trustee in bankruptcy or a receiver controls the membership interest of a member entitled to vote, the trustee or receiver may vote on behalf of the member if authorized to do so by the court appointing the trustee or receiver.

193.561(7) (7) Holders of security interest. The granting of a security interest in a membership interest does not entitle the holder of the security interest to vote.

193.561 History History: 2005 a. 441.

193.565 193.565 Voting by proxy.

193.565(1) (1) Authorization and appointment of proxy.

193.565(1)(a) (a) A member entitled to vote may do so by proxy appointed under this paragraph. Except as provided in sub. (7), a member may grant a proxy to vote by giving the board or an authorized agent of the cooperative an appointment of a proxy, in writing, before the meeting at which the appointment is to be effective. If the appointment of proxy is given in electronic format, the appointment is effective only if an authorized agent of the cooperative determines that the appointment is authorized by the member. The authorized agent shall record the information upon which he or she relied to make the determination. A proxy appointed under this paragraph may vote in the same manner as and to the same extent as the appointing member is otherwise authorized to vote, consistent with subs. (5) and (7).

193.565(1)(b) (b) A reproduction of the original written appointment under par. (a) may be substituted or used in lieu of the original for any purpose for which the original could be used, if the reproduction is a complete, legible, and accurate reproduction of the entire original.

193.565(1)(c) (c) If a membership interest is owned jointly by 2 or more members, any one of the owners may appoint a proxy under par. (a), unless the cooperative receives written notice from any of the owners denying the authority of that person to appoint a proxy or appointing a different proxy.

193.565(2) (2) Duration of appointment. The appointment of a proxy under sub. (1) (a) is valid for 11 months, unless a longer period is expressly provided in the appointment or unless the appointment is terminated under sub. (3).

193.565(3) (3) Termination. An appointment of a proxy under sub. (1) (a) may be terminated at will by the appointing member or the proxy, unless the appointment is conditioned upon ownership of or subject to terms and conditions of a membership interest. Except as provided in sub. (4), an appointment that is coupled with a membership interest as described in this subsection is irrevocable and may not be terminated, unless an agreement between the appointing member and the proxy specifies otherwise. A termination under this subsection is effective upon filing written notice of the termination with an authorized agent of the cooperative or filing a new appointment under sub. (1) (a), whichever occurs first.

193.565(4) (4) Revocation by death or incapacity. The death or incapacity of a member appointing a proxy under sub. (1) (a) does not revoke the appointment, unless written notice of the death or incapacity is received by an authorized agent of the cooperative before the proxy exercises the authority under the appointment.

193.565(5) (5) Multiple proxies. Except as provided in sub. (7), all of the following apply if 2 or more persons are appointed as proxies for a member under sub. (1) (a):

193.565(5)(a) (a) Only one of them may vote on behalf of the member on each item of business in accordance with specific instructions contained in the appointment.

193.565(5)(b) (b) If no specific instructions are contained in the appointment with respect to a particular item of business, the vote of the member shall be cast as a majority of the proxies determine. If the proxies are equally divided in determining how such a vote shall be cast, no vote may be cast.

193.565(6) (6) Liability of proxy. A proxy appointed under sub. (1) (a) is liable to the appointing member for damages resulting from the proxy’s failure to exercise his or her authority or from the proxy’s acting in violation of the authority granted in the appointment.

193.565(7) (7) Limitations on proxies.

193.565(7)(a) (a) A patron member may only appoint another patron member as a proxy under sub. (1) (a).

193.565(7)(b) (b) No member may vote by proxy under sub. (1) (a) if the member is represented by a delegate under s. 193.545 (4).

193.565(7)(c) (c) No member may vote by proxy under sub. (1) (a) in an election of directors under s. 193.411 (3) or (4).

193.565(7)(d) (d) If an appointment of a proxy under sub. (1) (a) gives the proxy authority to vote on less than all items of business considered at a meeting, the appointing member may vote by proxy only with respect to those items of business for which the proxy has authority to vote.

193.565(7)(e) (e) An appointment of a proxy under sub. (1) (a) may restrict or limit the authority of the proxy or reserve authority for the appointing member.

193.565 History History: 2005 a. 441.

193.571 193.571 Member authority concerning certain cooperative property. Except as provided in s. 193.443, a cooperative may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course of its business, upon those terms and conditions that the board considers expedient, when approved by the affirmative vote of the members owning a majority of the voting power of the interests entitled to vote and by the board. Notwithstanding s. 193.511 (6), 193.515 (3), and 193.553, written notice of any members’ meeting at which a vote will be taken under this section shall be given to all members. The written notice shall state that a purpose of the meeting is to consider the sale, lease, transfer, or other disposition of all or substantially all of the property and assets of the cooperative.

193.571 History History: 2005 a. 441.

subch. VI of ch. 193 SUBCHAPTER VI

MEMBERSHIP INTERESTS

193.601 193.601 Membership interests.

193.601(1) (1) Amounts and divisions of membership interests. To the extent permitted under this chapter, a cooperative may increase, decrease, establish, or alter the authorized amount and divisions of membership interests by amending the articles under s. 193.221 or the bylaws under s. 193.241.

193.601(2) (2) Issuance and acquisition of membership interests generally. A cooperative may issue authorized membership interests on terms and conditions prescribed in the articles or bylaws or, if authorized in the articles or bylaws, on terms and conditions determined by the board. The cooperative shall disclose to any person to whom a membership interest is issued, before issuance, the organizational and capital structure of the cooperative, known business prospects and risks of the cooperative, and the nature of the governance and financial rights of the membership interest being acquired and of other classes of membership and membership interests. The cooperative shall notify all members, before issuance, of any membership interest issued by the cooperative. The cooperative may not issue a membership interest to any person unless the subscription price of the membership interest has been paid for in money or property. If the subscription price is paid for in property, the value of the property to be contributed shall be approved by the board.

193.601(3) (3) Transferring ownership of membership interests. After issuance by the cooperative, ownership of a membership interest may be transferred only with the approval of the board. The board may adopt resolutions prescribing procedures to approve transfers prospectively.

193.601(4) (4) Patron membership interests. Except as otherwise provided in this subsection, if nonpatron membership interests are authorized by the patron members, all patron membership interests, collectively, shall have not less than 51 percent of the cooperative’s financial rights to profit allocations and distributions. The patron members by majority vote may authorize that the patron membership interests, collectively, may have less than 51 percent, but not less than 30 percent, of the cooperative’s financial rights to profit allocations and distributions, and this change must be included in the bylaws. Notwithstanding s. 193.221 (1) and (3), an amendment of the articles under this subsection may be adopted only if approved by the affirmative vote of the patron members.

193.601(5) (5) First privilege to purchase membership interests. The articles or bylaws may provide the patron members, individually or collectively, or the cooperative with the first privilege of purchasing the membership interests of any class of membership interests offered for sale. If the articles or bylaws provide patron members with a first privilege to purchase membership interests under this subsection, the articles or bylaws shall include a procedure by which patron members may proceed to acquire the membership interests. If the cooperative acquires a membership interest under this subsection, the cooperative may hold the interest to be reissued or may retire and cancel the interest.

193.601(6) (6) Nonpatron membership interests. If nonpatron membership interests are authorized by the patron members, each person to whom a nonpatron membership interest is issued shall sign a member control agreement or a statement agreeing to abide by any applicable conditions imposed under the bylaws. Unless the bylaws contain a sufficient description, the cooperative shall provide to a person to whom a nonpatron membership interest is issued, before issuance, a description of the rights and obligations applicable to holders of that nonpatron membership interest, the transferability of that nonpatron membership interest, and the manner in which profits and losses are divided and allocated among the membership interests and membership classes.

193.601(6m) (6m) Allocation of profits, losses, and distributions. If the articles or bylaws do not otherwise provide for the allocation of the profits and losses between patron membership interests and any authorized nonpatron membership interests, then the allocation of profits and losses among nonpatron membership interests individually and patron membership interests collectively shall be allocated based on the value of contributions to capital made according to the patron membership interests collectively and the nonpatron membership interests individually to the extent the contributions have been accepted by the cooperative. Distributions of cash or other assets of the cooperative shall be allocated among the membership interests as provided in the articles and bylaws, subject to the provisions of this chapter. If not otherwise provided in the articles or bylaws, distributions shall be made on the basis of value of the capital contributions of the patron membership interests collectively and the nonpatron membership interests to the extent the contributions have been accepted by the cooperative.

193.601(7) (7) Reacquisition of nonpatron membership interests after dissent. Unless the articles or bylaws provide otherwise, a nonpatron member may force the cooperative to acquire the member’s nonpatron membership interests as provided under this subsection if the articles or bylaws are amended in a manner that materially and adversely affects the rights and preferences applicable to the nonpatron membership interests of the nonpatron member. If approval of the amendment is not required of the members, the nonpatron member shall file a notice of dissent and intent to demand fair value of the membership interests with the cooperative within 30 days after the date on which notice of the amendment is given to members. If approval of the amendment is required of the members, the nonpatron member shall file a notice of dissent and intent to demand fair value of the membership interests with the cooperative before the vote on the proposed amendment and shall not vote in favor of the proposed amendment. After receipt of a notice under this subsection and, if applicable, after approval of the amendment, the cooperative shall rescind the amendment within 60 days after receipt of the notice or acquire the membership interests by paying the fair value of the membership interests to the dissenting member within 180 days after receipt of the notice. Upon acquiring the membership interests, the cooperative may hold the interests to be reissued or may retire and cancel the interests.

193.601 History History: 2005 a. 441.

193.605 193.605 Cooperative securities.

193.605(1) (1) Applicability of ch. 408 to cooperative securities. To the extent that the provisions of this chapter concerning the authorization, issuance, control, use, and rights of membership interests or concerning the stock of a cooperative are inconsistent with ch. 408, the provisions of this chapter apply.

193.605(2) (2) Liability of cooperative for wrongful transfers of its securities.

193.605(2)(a) (a) In this subsection:

193.605(2)(a)1. 1. “Proper person” means the registered owner or last prior transferee, whether or not described as fiduciary for another, or his or her authorized agent or legal representative or the successor to his or her interest by operation of law.

193.605(2)(a)2. 2. “Transfer” includes a redemption or recall of stock.

193.605(2)(a)3. 3. “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.

193.605(2)(b) (b) A cooperative may not be held 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 a wrongful transfer.