Chapter 193

193.931(1)(a)1. 1. The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative’s affairs and the members are unable to break the deadlock.

193.931(1)(a)2. 2. The directors or those in control of the cooperative have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers.

193.931(1)(a)3. 3. For a period that includes the time when 2 consecutive regular members’ meetings were held, the members failed to elect successors to directors whose terms expired or would have expired upon the election and qualification of their successors.

193.931(1)(a)4. 4. The cooperative’s assets are being misapplied or wasted.

193.931(1)(a)5. 5. The cooperative’s period of duration as provided in the articles has expired and has not been lawfully extended.

193.931(1)(b) (b) A creditor may bring an action against a cooperative for dissolution, liquidation, and equitable relief if any of the following apply:

193.931(1)(b)1. 1. The creditor has obtained a money judgment against the cooperative and an execution on that judgment has been returned unsatisfied.

193.931(1)(b)2. 2. The cooperative has admitted in writing that a claim of the creditor against the cooperative is due and owing and that the cooperative is unable to pay its debts in the ordinary course of business.

193.931(1)(c) (c) Except as provided in sub. (1m), the attorney general may bring an action against a cooperative for dissolution and liquidation, and for equitable relief for persons other than the attorney general, if any of the following apply:

193.931(1)(c)1. 1. The articles and certificate of organization of the cooperative were procured through fraud.

193.931(1)(c)2. 2. The cooperative was organized for a purpose prohibited by state law or not permitted by this chapter.

193.931(1)(c)3. 3. The cooperative has knowingly, with intentional disregard of the harm that the provision is intended to avert, violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter.

193.931(1)(c)4. 4. The actions of the cooperative, or its failure to act, constitutes surrender or abandonment of the business of the cooperative.

193.931(1m) (1m) Notice to cooperative by attorney general. The attorney general may not commence an action under sub. (1) (c) until 30 days after giving notice to the cooperative of the reason for the action. If the reason for the action is an act that the cooperative has done or failed to do and the act or omission may be corrected by amending the articles or bylaws or by performing or abstaining from the act, the attorney general shall give the cooperative 30 additional days to make the correction before filing the action. If the cooperative makes the correction before the expiration of the 30 additional days, the attorney general may not bring an action under sub. (1) (c) based upon that act or omission.

193.931(2) (2) Financial condition of cooperative. In determining whether to order a remedy in an action under sub. (1), the court shall consider the financial condition of the cooperative. The court may not refuse to order a remedy solely on the ground that the cooperative has accumulated operating profits or current operating profits.

193.931(3) (3) Alternative remedies. In deciding whether to order dissolution in an action under sub. (1), the court shall consider whether other relief suggested by one or more parties would permanently remedy the cause of the action and, if so, may order such other relief.

193.931(4) (4) Expenses. If the court finds that a party to an action under sub. (1) has acted arbitrarily, vexatiously, or in bad faith, the court may award reasonable expenses, including attorney fees and disbursements, to any of the other parties.

193.931(5) (5) Venue. An action under sub. (1) shall be brought in the circuit court for the county where the registered address of the cooperative is located.

193.931(6) (6) Parties. It is not necessary to make members parties to an action under sub. (1).

193.931 History History: 2005 a. 441.

193.935 193.935 Procedure in involuntary or court-supervised voluntary dissolution.

193.935(1) (1) Action before hearing. In a dissolution conducted under the supervision of a court under s. 193.925 or in any action under s. 193.931 (1) the court may take any of the following actions before an initial hearing is completed:

193.935(1)(a) (a) Issue injunctions.

193.935(1)(b) (b) Appoint receivers temporarily, until the conclusion of a hearing under sub. (2), with all powers and duties that the court directs.

193.935(1)(c) (c) Take actions required to preserve the cooperative’s assets wherever located.

193.935(1)(d) (d) Carry on the business of the cooperative.

193.935(2) (2) Appointment of receiver. In a dissolution conducted under the supervision of a court under s. 193.925 or in any action under s. 193.931 (1) the court may appoint a receiver after a hearing is completed, following notice to the parties as directed by the court. The receiver shall collect the cooperative’s assets and amounts owing to the cooperative by subscribers on account of an unpaid portion of the consideration for the issuance of shares. Subject to the order of the court, the receiver may continue the business of the cooperative and lease or dispose of the property and assets of the cooperative at public or private sale.

193.935(3) (3) Distribution of assets. In a dissolution conducted under the supervision of a court under s. 193.925 or in any action under s. 193.931 (1), the court shall apply the assets of the cooperative and the proceeds resulting from the lease or disposition of the cooperative’s property by following all of the following steps, in alphanumerical order:

193.935(3)(a) (a) Applying the assets and proceeds to cover attorney fees and disbursements made in connection with the proceedings and the other costs and expenses of the proceedings.

193.935(3)(b) (b) Applying the assets and proceeds to cover debts, taxes, and assessments owing to the United States, this state, and other states, in that order.

193.935(3)(c) (c) Applying the assets and proceeds to cover worker’s compensation claims for which the cooperative is liable under ch. 102, except that this paragraph does not apply to a claim if, at the time of injury, as defined in s. 102.01 (2) (g), the cooperative had in force a policy of worker’s compensation insurance as required under s. 102.28 (2) (a).

193.935(3)(d) (d) Applying the assets and proceeds to cover claims of employees for services performed within 3 months preceding the appointment of the receiver, if any.

193.935(3)(e) (e) Applying the assets and proceeds to cover other claims proved and allowed.

193.935(3)(f) (f) Distributing the assets and proceeds to the members or pursuant to a liquidation plan approved by the members.

193.935 History History: 2005 a. 441.

193.941 193.941 Receiver qualifications and powers.

193.941(1) (1) Qualifications. A receiver appointed under s. 193.935 (1) or (2) shall be an individual, a domestic business entity, or a foreign business entity authorized to transact business in this state and shall give a bond as directed by the court with the sureties required by the court.

193.941(2) (2) Powers. A receiver may bring and defend suits.

193.941 History History: 2005 a. 441.

193.951 193.951 Filing claims in involuntary or court-supervised voluntary dissolution proceedings.

193.951(1) (1) Filing under oath. In a dissolution conducted under the supervision of a court under s. 193.925 or in any action under s. 193.931 (1), the court may require all creditors and claimants of the cooperative to file their claims, under oath and in a form prescribed by the court, with the court or with a receiver appointed under s. 193.935 (1) or (2).

193.951(2) (2) Date to file a claim; notice. If the court requires the filing of claims in a dissolution conducted under the supervision of a court under s. 193.925 or in any action under s. 193.931 (1), the court shall do all of the following:

193.951(2)(a) (a) Set a date at least 120 days after the date the order is filed, as the last day for the filing of claims.

193.951(2)(b) (b) Prescribe a notice of the fixed date that shall be given to creditors and claimants.

193.951(3) (3) Claims barred; extension of time for filing. The court may prohibit any person who fails to file a claim before the date established under sub. (2) (a) from claiming an interest in or receiving payment out of the property and assets of the cooperative. At any time before the date established under sub. (2) (a), the court may extend the time for filing claims beyond the date established under sub. (2) (a).

193.951 History History: 2005 a. 441.

193.955 193.955 Discontinuance of court-supervised dissolution proceedings. A dissolution conducted under the supervision of a court under s. 193.925 or any action under s. 193.931 (1) may be discontinued at any time during the dissolution proceedings if it is established that cause for dissolution does not exist. The court shall dismiss the proceedings and direct the receiver appointed under s. 193.935 (1) or (2), if any, to deliver to the cooperative its remaining property and assets.

193.955 History History: 2005 a. 441.

193.961 193.961 Order of dissolution.

193.961(1) (1) Issuance; effective date. After distribution of a cooperative’s assets and proceeds under s. 193.935 (3), the court shall issue an order dissolving the cooperative. The dissolution is effective upon issuance of the order.

193.961(2) (2) Filing. After the court issues an order under sub. (1), the court shall file a certified copy of the order with the department. The department may not charge a fee for filing the order.

193.961 History History: 2005 a. 441.

193.971 193.971 Barring of claims.

193.971(1) (1) Claims barred. Except as provided in s. 193.951 (3), a creditor or claimant who does not file a claim or bring an action during the pendency of the dissolution proceedings or has not brought an action before the commencement of the dissolution proceedings, and all those claiming through or under the creditor or claimant, are forever barred from bringing an action to collect on that claim or otherwise enforcing it, except as provided in this section.

193.971(2) (2) Certain claims allowed for good cause. Except as provided in s. 193.951 (3), within one year after the date on which the articles of dissolution are filed under s. 193.905 (5) or an order of dissolution is issued under s. 193.961, a creditor or claimant who shows good cause for not having previously filed the claim may apply to the circuit court to allow a claim against the cooperative’s undistributed assets or, if the undistributed assets are not sufficient to satisfy the claim, against a person to the extent of the distributions received by that person in the dissolution by virtue of that person’s status as a member.

193.971(3) (3) Certain omitted claims allowed. A person to whom is owed a debt, obligation, or liability incurred during an action under s. 193.931 (1), but who is not paid before the distribution of assets and proceeds under s. 193.935 (3) (f), may bring an action to recover on the claim against the officers, directors, or members of the cooperative before the expiration of the applicable statute of limitations.

193.971 History History: 2005 a. 441.