Subscriptions for stock; liability therefor.
Missing securities or records.
Liability of cooperative for wrongful transfers of its securities.
Applicability of ch. 408
to cooperative securities.
Directors; number, election, removal and vacancies.
Directors; meetings, quorum and waiver of notice.
Action without meeting by directors or members.
Compensation and benefits to directors, officers and employees.
Reliance by directors or officers.
Consideration of interests in addition to members' and stockholders' interests.
Limited liability of directors and officers.
Liability of directors and members.
Disposition of assets; right to secure debts.
Recording of cooperative contracts; effect thereof.
Relief against breach or threatened breach.
Application of ss. 185.41
; venue of action.
Apportionment and distribution of proceeds.
Financial books and records; penalty for refusal to produce.
Annual reports; filing thereof.
Income or franchise tax returns.
Amendments to articles.
Stockholder voting on amendments to articles.
Filing and recording amendments; effect thereof.
Amendments by bankruptcy court.
Merger and consolidation.
Articles of merger or consolidation; effect thereof.
Division of a cooperative.
Conversion of corporation.
Liquidation under court supervision.
Property not distributed prior to dissolution.
Survival of remedy after dissolution.
Admission of foreign cooperatives.
Recording change of principal office or registered agent.
Procedure on filing and recording of documents.
Penalty for false document.
Fees or penalty due state.
Forms to be furnished by department of financial institutions.
Voting requirements of articles.
Effect of unauthorized acts.
Member or stockholder derivative actions.
Use of term “cooperative"; penalty for improper use.
Discrimination against association.
Application of chapter.
Cooperative health care.
Manner of practicing medicine, chiropractic and dentistry; payment; promotional expense.
Requirements of plan.
Inconsistent provisions of the statutes.
Health benefit purchasing cooperatives.
Extensions of credit by electric cooperatives for certain projects.
As used in this chapter, unless the context requires otherwise, the term:
“Articles" means the articles of incorporation of a cooperative unless the context otherwise requires.
“Association" includes both cooperatives and foreign cooperatives.
“Board" means the board of directors of a cooperative.
“Bylaws" means the bylaws of a cooperative.
“Cooperative" means an association incorporated under this chapter.
“Corporation" means all corporations not associations.
“Foreign cooperative" means an association incorporated under a cooperative law of another state which has members residing within this state and which is operating on the following cooperative basis:
No member of the foreign cooperative who is an individual is allowed more than one vote because of the amount of stock or membership capital the member owns therein; and
The foreign cooperative shall not deal in the products of or for nonmembers to an amount greater in value than such as are handled by it for members; and
The foreign cooperative distributes its proceeds according to either s. 185.45
or the law of the state of the foreign cooperative's incorporation.
“Member" means a person who has been qualified and accepted for membership in an association. If a cooperative has one or more classes of members not entitled to vote, “member" or “members", as used in this chapter with respect to the right of a member to vote, voting procedure, the required proportion of member votes, actions that must or may be taken by members, the number of members required for a quorum and the eligibility of directors, means a member or members entitled to vote, unless the bylaws provide otherwise.
“Membership stock" means any class of stock, continuous ownership of which is required for membership in a cooperative.
“Patronage" means business done by a patron with a cooperative and, if the bylaws provide, labor performed for a cooperative by a patron.
“Security" as used in ss. 185.23
means any indebtedness, capital stock or other equity interest in a cooperative's assets.
Cooperatives may be organized under this chapter for any lawful purpose except banking and insurance, but subject to statutes relating to the organization of specified kinds of corporations.
History: 1977 c. 29
Unless otherwise provided by its articles, a cooperative may:
Make contracts, incur liabilities and borrow money; issue certificates representing indebtedness, or representing equity interests in its assets; acquire property; dispose of, mortgage, pledge, lease or otherwise use in any manner any of its property, or any interest therein, wherever situated.
Invest its funds, lend money for its purposes, and hold any property as security for repayment.
Conduct its business and affairs and have offices and exercise its powers in the United States or in any foreign country.
Elect officers and appoint agents, define their duties and fix their compensation.
Make and alter bylaws, consistent with its articles and the laws of this state, for the administration and regulation of its affairs.
Make donations for charitable, scientific, educational or religious purposes.