185.365 Consideration of interests in addition to members’ and stockholders’ interests. In discharging his or her duties to the cooperative and in determining what he or she believes to be in the best interests of the cooperative, a director or officer may, in addition to considering the effects of any action on members and stockholders, consider the following: (1) The effects of the action on employees, suppliers and customers of the cooperative. (2) The effects of the action on communities in which the cooperative operates. (3) Any other factors the director or officer considers pertinent. History: 1987 a. 13.
185.367 Limited liability of directors and officers. (1) Except as provided in subs. (2) and (3), a director or officer is not liable to the cooperative, its members, stockholders or creditors, or any person asserting rights on behalf of the cooperative, its members, stockholders or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following: (a) A willful failure to deal fairly with the cooperative, its members or stockholders in connection with a matter in which the director or officer has a material conflict of interest. (b) A violation of criminal law, unless the director or officer
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had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful. (c) A transaction from which the director or officer derived an improper personal profit. (d) Willful misconduct. (2) Except as provided in sub. (3), this section does not apply to any of the following: (a) A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency. (b) A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute. (c) The liability of a director under s. 185.37 (1). (3) Subsection (2) (a) and (b) does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor. History: 1987 a. 13. Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
185.37 Liability of directors and members. (1) Directors who negligently or in bad faith vote for any distribution of assets contrary to this chapter or the articles are jointly and severally liable to the cooperative for the value of assets distributed in excess of the amount which could have been distributed without violating this chapter or the articles. Section 185.367 does not apply to the liability of directors under this subsection. (2) Members, stockholders and patrons of a cooperative are neither obligated to pay, nor liable upon, any cooperative obligation, except that stockholders are liable to an amount equal to the par value of their shares for debts due an employee for not more than 6 months’ service to the cooperative. History: 1985 a. 30 s. 42; 1987 a. 13.
185.38 Disposition of assets; right to secure debts. (1) Except as authorized by the members, the board may not dispose of all or substantially all of a cooperative’s assets. At any meeting the members may authorize the disposition of all or substantially all of a cooperative’s assets if: (a) Notice that such disposition will be considered at such meeting has been given to all persons entitled to vote thereon; and (b) Such disposition has been approved by two-thirds of those entitled to vote thereon voting at the meeting. (1m) (a) Except as authorized by the members, the board may not dispose of a cooperative’s assets under any of the following circumstances: 1. Other than in the ordinary course of business. 2. In a manner that jeopardizes the purpose for which the cooperative was created or its financial vitality. (b) At any meeting the members may authorize the disposition of a cooperative’s assets under circumstances described in par. (a) if all of the following apply: 1. Notice that the disposition will be considered at the meeting has been given to all persons entitled to vote on the matter. 2. The disposition has been approved by two-thirds of those entitled to vote on the matter who vote at the meeting. (2) Unless the bylaws provide otherwise, the board may secure payment of a cooperative’s debts by mortgaging the cooperative’s rights, privileges, authority and franchises, revenues and other property. History: 1985 a. 30 s. 42; 2017 a. 76.
185.41 Cooperative contracts. (1) If otherwise lawful, contracts for any of the following purposes, whether written or contained in the bylaws, are valid when made between an association and any member in which such member agrees to:
May 22, 2026, are designated by NOTES. (Published 5-22-26)
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(a) Sell, market or deliver all or any specified part of products produced or to be produced either by the member or under the member’s control to or through the association or any facilities furnished by it. (b) Authorize the association or any facilities furnished by it to act for the member in any manner with respect to all or any specified part of such products and any services to be furnished by the member. (c) Buy or procure all or a specified part of goods or services from or through the association or any facilities furnished by it. (d) Authorize the association or any facilities furnished by it to act for the member in any manner in the procurement of goods or services. (2) The term of such contracts may not exceed 5 years, but they may be made self-renewing for periods not exceeding 5 years each, subject to the right of either party to terminate at the end of the original and each renewal term upon giving written notice of such termination during a period specified in such contract. Such period shall be of at least 30 days’ duration during the last year of each term. The association shall furnish to each member-maker a completed original or copy of the member-maker’s contract, and on the member-maker’s request at any time shall promptly furnish the member-maker information as to the member-maker’s rights of termination. The 5-year limitation herein contained shall not apply to contracts for the furnishing of electric energy or service involving an investment by the vendor in fixed assets to be amortized over a longer term. (3) Such contract may require liquidated damages to be paid by the member in the event of a breach of the contract. Liquidated damages may be either a percentage of the value of the products, goods, or services, or a specific sum, but neither may be more than 30 percent of the value of the products, goods, or services, subject to the breach. Where a specific sum is provided as liquidated damages, but such sum exceeds 30 percent of the value of the products, goods, or services which are the subject of the breach, then the contract shall be construed as providing an amount equal to 30 percent. (4) If any contract authorized by sub. (1) (a) or (b) contains an assignment to the association of any part or all of funds due or to become due the member during the life of the contract for any product produced or to be produced by the member or for any services performed or to be performed in producing any product, any person who accepts or receives such product from the member is bound by such assignment after receiving written notice from the association or the member of the amount and duration of such assignment. However, as to any seasonal crop, if no funds are paid or become payable by any person under such an assignment for a period of 2 consecutive years during the life of the contract, thereafter the assignment shall not be binding upon any person who receives or accepts such product from the member until the assignment is reaffirmed by the member in writing and written notice thereof is given by the association or the member. Any such reaffirmation shall continue to be effective during the life of the contract until another such lapse of 2 consecutive years shall occur. History: 1985 a. 30 s. 42; 1993 a. 482; 2009 a. 177.