January 28, 2021 - Introduced by Senators Testin, Ringhand, Cowles, Ballweg,
Bernier, Bewley, Erpenbach, Felzkowski, Jacque, Marklein, Nass,
Petrowski, Pfaff, Roys, Smith and L. Taylor, cosponsored by Representatives
Summerfield, Oldenburg, Armstrong, Billings, Doyle, Edming, Gundrum,
James, Kitchens, Krug, Kuglitsch, Kurtz, Loudenbeck, B. Meyers, Milroy,
Moses, Mursau, Novak, Petryk, Plumer, Rozar, Skowronski, Snyder,
Spreitzer, Tauchen, Thiesfeldt, Tranel, VanderMeer and Vruwink.
Referred to Committee on Sporting Heritage, Small Business and Rural
Issues.

This bill allows a cooperative to hold member meetings remotely, allows a
cooperative to adopt emergency bylaws, and grants a cooperative certain emergency
powers.

Under current law, a cooperative may be formed by filing articles of
incorporation with the Department of Financial Institutions. A cooperative is
organized and owned by its members and managed by a board of directors. Generally
the members may adopt, amend, and repeal bylaws that govern the operations of the
cooperative. Unless the bylaws provide otherwise, member meetings must be held
at the cooperative's principal office or another place chosen by the board of directors.
An annual member meeting must be held at the time established by the bylaws or,
in the absence of a bylaw provision, within six months after the close of the
cooperative's fiscal year. Special member meetings may also be called. Under certain
circumstances, a member who is absent from a member meeting may vote on a
meeting motion or the election or removal of directors, including voting by electronic
means if certain requirements are met.

This bill allows a cooperative to hold an annual member meeting or special
member meeting by means of remote participation. If certain conditions are
satisfied, members participating in a member meeting by means of remote

communication are considered to be present in person, and their votes cast by
electronic means are considered as votes at the member meeting.

The bill also allows, unless the articles of incorporation provide otherwise, a
cooperative's board of directors to adopt bylaws that are effective only in an
emergency. An emergency is defined as a catastrophic event that prevents a quorum
of a cooperative's directors or members from being readily assembled. Emergency
bylaws may provide special provisions or modify provisions as necessary for
managing the cooperative during the emergency and are not effective after the
emergency ends. The bill further provides emergency powers to a cooperative
allowing its board of directors or members, in anticipation of or during an emergency,
to 1) relocate its principal office or designate alternative principal offices; and 2)
unless its emergency bylaws provide otherwise, give notice of a board meeting only
to those directors whom it is practicable to reach and give this notice in any
practicable manner. Action taken by the cooperative in good faith in accordance with
the emergency bylaws or under its emergency powers binds the cooperative and may
not be used to impose liability on a director, officer, member, employee, or agent of
the cooperative.