185.12 Voting. (1) Except as permitted in this section, s. 185.52, 185.61 or 185.63, no person other than a member may vote at any member meeting. A person who has not fully paid for a membership may not vote except as expressly permitted in the bylaws. If the cooperative permits 2 or more persons to hold one membership, the bylaws may provide how such member vote is to be cast. (2) At any member meeting, each member entitled to vote shall have one vote, except that the articles may permit either or both: (a) A member association to cast additional votes not exceeding a number equal to its membership. (b) A cooperative whose member-patrons include other associations to base voting in whole or in part on a patronage basis. (3) Voting by proxy shall not be allowed in any cooperative. (4) (a) The bylaws may provide for representation of members by delegates apportioned territorially or by other districts or units. The bylaws shall specify either that a delegate may cast only one vote or that a delegate may cast one vote for each member represented by the delegate. (b) The procedures set forth in this chapter for voting by members apply to voting by delegates, except as provided in all of the following: 1. If any delegate who may cast only one vote is permitted to vote on a matter, only delegates may vote on that matter. 2. If delegates may cast only one vote, in calculating the required proportion of votes on a matter, the number of delegate votes shall be used, but the number of delegates required for a quorum shall be as specified in the bylaws. 3. If the bylaws provide for representation of members by delegates who may cast one vote for each member represented by
May 22, 2026, are designated by NOTES. (Published 5-22-26)
185.12
the delegate, in calculating the required proportion of votes on a matter and the number of delegates required for a quorum, the number of members represented by each delegate shall be used. (5) (a) Members entitled to vote on a motion but absent from the meeting at which the vote is taken may vote only as follows: 1. If a cooperative provides ballots for the vote on the motion to the members together with notice of the meeting at which the vote will be taken and exact copies of the motion and any resolution to which it pertains, an absent member may vote on the motion by submitting a signed ballot. If a signed ballot has been submitted on a motion under this subdivision, neither the motion nor any resolution to which it pertains may be amended. 2. If a cooperative makes available ballots for the vote on the motion together with exact copies of the motion and any resolution to which it pertains to any member entitled to vote on the motion, but does not comply fully with the requirements of subd. 1., an absent member may vote on the motion by submitting a signed ballot. However, the motion and any resolution to which it pertains may be amended at the meeting, and, if the motion or resolution is amended, the ballot is void. The ballot may not be counted on any motion to amend or adopt as amended the motion or resolution. 3. By electronic means, if all of the following apply: a. The cooperative permits absent members to vote on the motion under subd. 1. or 2. b. The bylaws provide for electronic voting. c. The cooperative is able to authenticate that it is a member who is casting a vote. d. The cooperative gives a vote cast under this subdivision the same effect as it would have if it was cast under subd. 1. or 2., whichever is applicable. (b) The bylaws may provide for voting on the election or removal of directors by signed ballots or by electronic means. Signed ballots may not be used for this purpose unless the bylaws authorize and prescribe the procedure for their use. Voting by electronic means may not be used unless all of the following apply: 1. The bylaws provide for electronic voting on the election or removal of directors. 2. The cooperative is able to authenticate that it is a member who is casting a vote. 3. The cooperative gives a vote cast by electronic means the same effect as a vote cast by signed ballot or by a member present at a meeting. (5m) (a) In this subsection, “cooperative holding company” means a cooperative that owns or controls subsidiaries operating on a cooperative basis as the primary part of their business and activities. (b) Notwithstanding sub. (2), a cooperative holding company and its cooperative subsidiaries may, in its articles or bylaws, permit members to base voting power in whole or in part on members’ current or recent patronage activity, or on members’ patronage equity in the cooperative, or on a combination of both. (c) If the articles or bylaws provide for voting power as described in par. (b), whenever this chapter requires an action to be approved by a majority vote of members or by a vote of a greater proportion of members, approval of the action is by, respectively, a majority of the member votes cast or such greater proportion of the member votes cast. (6) The bylaws may set forth provisions, not inconsistent with this chapter, relating to the methods and procedures for voting. History: 1985 a. 30 ss. 13, 14, 42; 1993 a. 482; 2009 a. 387; 2015 a. 87; 2017 a. 76.
185.13
Updated 23-24 Wis. Stats.
COOPERATIVES
Member meetings. (1) Unless the bylaws provide
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otherwise, and except for meetings held by means of remote participation under sub. (7), member meetings shall be held at the principal office or such other place as the board may determine. (2) An annual member meeting shall be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, such meeting shall be held within 6 months after the close of the fiscal year at the call of the president or board. (3) Special member meetings may be called by the president, board, or members having one-fifth of the votes entitled to be cast at such meeting. (4) Written notice, stating the place, if any, and the day and hour, and in case of a special member meeting the purposes for which the meeting is called, shall be given not less than 7 nor more than 30 days before the meeting at the direction of the person calling the meeting. Notice need be given only to members entitled to vote. Notice shall be given to members having limited voting rights if they have or may have the right to vote at the meeting. (5) At any meeting at which members are to be represented by delegates, notice to such members may be given by notifying such delegates and their alternates. Notice may consist of a notice to all members or may be in the form of an announcement at the meeting at which such delegates or alternates were elected. (6) Action without a meeting may be taken pursuant to s. 185.34. (7) (a) A cooperative may hold a member meeting under sub. (2) or (3) by means of remote participation as provided in pars. (b) and (c). (b) If members participate in a member meeting by means of remote communication, the participating members are deemed to be present in person and to vote at the member meeting held by means of remote communication if all of the following apply: 1. The cooperative implements reasonable measures to verify that each person deemed present and permitted to vote at the member meeting by means of remote communication is a member. 2. The cooperative implements reasonable measures to provide members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting concurrently with the proceedings. (c) Members may cast votes by electronic means at a member meeting held by means of remote communication if all of the following apply: 1. The bylaws provide for electronic voting. 2. The cooperative is able to authenticate that it is a member who is casting a vote. History: 1985 a. 30; 2021 a. 5.