185.55 Amendments by bankruptcy court. Certified copies of any order of a court of the United States, in proceedings under the bankruptcy laws, shall be filed and recorded as an amendment if the order effects an amendment to the articles. The principal officers of a cooperative shall cause each order to be promptly filed and recorded after it becomes final. History: 1985 a. 30 s. 42.
185.61 Merger and consolidation. (1) (a) If otherwise lawful, any 2 or more associations may merge or consolidate under this chapter or under the law of the state where the surviving or new association will exist. (b) Before a cooperative may merge or consolidate with any other association, a written plan of merger or consolidation shall be prepared by the board or by a committee selected by the board or the members for that purpose. The plan shall set forth all the terms of the merger or consolidation, including any provisions for abandonment of the plan, and the proposed effect of the plan on all members and stockholders of the cooperative, including the treatment of the equity interest of the members upon merger or consolidation. (c) In case of consolidation, the plan of consolidation shall also contain the articles of the new association. (2) Except as provided in sub. (4), the plan is approved if all of the following conditions are met: (a) Notice of the meeting to vote on the plan, an exact copy of the plan and a ballot thereon have been given, in accordance with s. 185.15 (1), to all members and all stockholders entitled to vote under sub. (3) (a). (b) Two-thirds of all member votes cast thereon approve and two-thirds of the votes of all stockholders entitled to vote under sub. (3) (a) cast thereon approve. (3) (a) 1. Whether or not permitted to vote by the articles, each holder of stock, other than membership stock, of all consolidating cooperatives is entitled to cast one vote on the plan regard-
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less of the dollar amount of stock, the number of shares or the number of classes of stock he or she holds. 2. Whether or not permitted to vote by the articles, each holder of stock, other than membership stock, of all cooperatives that will not be surviving cooperatives of a merger is entitled to cast one vote on the plan regardless of the dollar amount of stock, the number of shares or the number of classes of stock he or she holds. 3. Whether or not permitted to vote by the articles, each holder of stock, other than membership stock, of the cooperative that will be the surviving cooperative of a merger, is entitled to cast one vote on the plan regardless of the dollar amount of stock, the number of shares or the number of classes of stock he or she holds, only if both of the following conditions are met: a. The articles of the surviving cooperative will be amended by the plan. b. The holder of stock is affected by any amendment under subd. 3. a. as provided in s. 185.52 (2). (b) A member who is a holder of stock entitled to vote under par. (a) may vote both as a member and a stockholder. (4) (a) Except as provided in par. (b) a cooperative may approve the plan as provided in subs. (2) and (3), except that a majority of member votes and a majority of the votes of any stockholders under sub. (3) (a) rather than two-thirds of those votes shall be required under sub. (2) (b) if the cooperative amends its articles or adopts restated articles to include a provision therefor. (b) A cooperative primarily engaged in producing or furnishing electric power or energy to its members may approve a plan for merger or consolidation with a cooperative that is organized for the same purpose, as provided in par. (a). However, a plan for merger or consolidation of a cooperative primarily engaged in producing or furnishing electric power or energy to its members with a cooperative, other than a cooperative organized for the same purpose, shall require approval by two-thirds of the member votes and two-thirds of the votes of any stockholders, under sub. (3) (a), and these proportions may not be changed by amendment or restatement of the articles. (5) After approval of a plan under this section, but before the merger or consolidation is effective, the merger or consolidation may be abandoned in accordance with any provisions for abandonment set forth in the plan of merger or consolidation. History: 1985 a. 30; 2001 a. 16.
185.62 Articles of merger or consolidation; effect thereof. (1) Articles of merger or consolidation shall set forth the approved plan and such other information as is required by s. 185.53. They shall be signed by 2 principal officers of each association merging or consolidating, sealed with the seal of each such association, filed and recorded as an amendment to the articles in each county where any of the cooperatives have their principal office or registered agent. Unless otherwise specified in the plan, the merger or consolidation is effective when the articles are so filed. (1m) If after the filing of the articles under sub. (1), but before the merger or consolidation is effective, the merger or consolidation is abandoned, as provided in s. 185.61 (5), 2 principal officers of each merging or consolidating cooperative shall sign a certificate of abandonment stating that the merger or consolidation is abandoned and the date of abandonment, and shall seal the certificate with the seal of each cooperative. The certificate of abandonment shall be filed and recorded prior to the date the merger or consolidation would otherwise be effective, with the department and in each county where the cooperatives have their principal offices or registered agents, in the manner provided in s. 185.82.
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(2) After the effective date, the associations which are parties to the plan become a single association. In the case of a merger, the surviving association is that association so designated in the plan. In the case of a consolidation, the new association is the association provided for in the plan. The separate existence of all associations which are parties to the plan, except the surviving or new association, then ceases. (3) The surviving or new association possesses all the rights and all the property of each of the individual associations, and is responsible for all their obligations. Title to any property is vested in the surviving or new association with no reversion or impairment thereof caused by the merger or consolidation. No right of any creditor may be impaired by the merger or consolidation without the creditor’s consent. (4) The articles of the surviving association are deemed amended to the extent provided in the plan of merger. (5) The surviving association, in the case of a merger, or the new association, in the case of consolidation, shall prepare an annual report on the implementation of any provision in the plan of merger or consolidation relating to the equity interest of any member that was affected by the merger or consolidation. The report shall be kept in the principal office of the surviving association, in the case of a merger, or in the principal office of the new association, in the case of consolidation, and shall be available for inspection by any member whose equity interest was affected by the merger or consolidation. The surviving association, in the case of a merger, or the new association, in the case of consolidation, shall prepare the report until such time that the implementation of any provision in the plan of merger or consolidation relating to the equity interest of any member that was affected by the merger or consolidation is complete. History: 1981 c. 337; 1985 a. 30; 1993 a. 482; 1995 a. 27; 2001 a. 16. Cross-reference: See s. 182.01 (3) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter’s name.
185.63 Division of a cooperative. (1) Any cooperative may divide itself into 2 or more cooperatives under this chapter. A written plan of division shall be prepared by the board or by a committee selected by the board for that purpose. Such plan shall set forth all the terms of the division and the proposed effect thereof on all members and stockholders of the cooperative. The plan shall also contain the articles of each new cooperative being formed and any amendments to the articles of the remaining cooperative. (2) The members, and such stockholders as are entitled to vote thereon, shall approve the plan in the manner provided in s. 185.52 for amendments to articles. (3) Articles of division shall set forth the approved plan and other information required by s. 185.53 and shall be filed and recorded as an amendment to the articles. Each part of the plan which contains the articles of a new cooperative shall be separately filed and recorded as articles for the new cooperative. History: 1985 a. 30.
185.64 Conversion of corporation. A corporation may convert itself into a cooperative by adopting an amendment to its articles by which it elects to become subject to this chapter, together with changes in its articles required by this chapter and other desirable changes permitted by this chapter. Such amendment shall be adopted, filed and recorded in the manner provided by the law then applicable to the corporation. History: 1985 a. 30 s. 42.
185.71 Voluntary dissolution. (1) At any member meeting, whether or not a quorum is present, a cooperative may dissolve if:
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(a) Notice that a resolution for dissolution will be considered and acted upon has been included in the notice of meeting; and (b) The resolution is approved by three-fourths of the member votes cast thereon. The articles may permit stockholders to vote on the resolution for dissolution. (2) When the resolution is adopted, either a committee designated by the resolution or the board shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law, the articles and the bylaws. (3) Any net proceeds of liquidation not subject to valid claims or owed to persons under sub. (2) shall be distributed to one or more organizations that are either: (a) Cooperatives with articles containing limitations on distribution of assets or payment of proceeds of liquidation equivalent to limitations in the articles of the liquidating cooperative. (b) Organizations exempt from federal income taxation under 26 USC 501 (c) (3). (4) Articles of dissolution shall be signed by a majority of directors or of committee members and shall be sealed with the cooperative’s seal. They shall set forth: (a) The name of the cooperative, and the county of the cooperative’s principal office or of its registered agent. (b) The name and address of each director or committee member. (c) The date of adoption of the resolution of dissolution. (d) A statement that all liquidation activities have been completed in compliance with law, the articles and the bylaws. If the articles contain a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), the statement shall include an accounting of all funds disbursed under sub. (2) that lists the names and complete addresses, including street address, city, town or village, county, state and zip code, of all persons receiving funds and the amounts disbursed to each. (5) The articles of dissolution shall be filed and recorded as provided in s. 185.82, and on filing of the articles the existence of the cooperative ceases. (6) Within 7 years after the date of filing under sub. (5), an action may be brought against any person to whom proceeds were distributed under sub. (2) in violation of law, the articles or the bylaws to recover the proceeds by any person entitled to the funds by law, the articles or the bylaws, in the circuit court of the county where the last principal office of the cooperative was located. If the articles contained a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), the action may be brought by the attorney general, in the name of the state upon his or her information, or, in the discretion of the attorney general, upon complaint of any person, in the Dane County circuit court. History: 1981 c. 337; 1985 a. 30 ss. 35 to 37, 42. Cross-reference: See s. 182.01 (3) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter’s name.
185.72 Involuntary dissolution. (1) A cooperative may be dissolved involuntarily by a decree of the circuit court where the principal office or registered agent is located in an action commenced by the attorney general when it is established that: (a) The cooperative’s certificate of association was procured through fraud; or (b) The cooperative has continued to exceed or abuse the authority conferred upon it by this chapter; or (c) The cooperative failed to comply with a court order for the production of financial books, records or other documents of the cooperative as provided in s. 185.47.
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(2) If the cooperative cures its defaults other than those under sub. (1) (a) and (b) prior to the entry of the court’s final decree and pays all penalties and court costs that have accrued, the cause of action with respect to the defaults so cured will abate. (3) (a) If it is established by the records in the department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the department may involuntarily dissolve the cooperative in the following manner: 1. The department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs. 2. If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative’s situs. 3. The department shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs. (b) Upon the issuance of the certificate of involuntary dissolution, the cooperative shall cease to exist, without any judicial proceedings whatever and thereafter the dissolved cooperative may not transact its ordinary business or exercise cooperative powers except as provided under ss. 185.74 to 185.76. (bm) The department shall rescind the dissolution of a cooperative involuntarily dissolved under this subsection and issue a certificate stating the recision if all of the following are met: 1. The cooperative files with the department 2 affidavits, each executed by a different person who is a principal officer of the cooperative, stating that the cooperative did not receive the notice under par. (a) 1. 2. The cooperative pays to the department $100 in liquidated damages to cover the efforts of the department in rescinding the involuntary dissolution. (c) In this subsection and in s. 185.74, “situs” means a cooperative or former cooperative’s last-known address as shown by the most recently filed annual report, or, if none, its principal office or the address of its registered agent, or, if none, its designated location, or, if none, the last-known address of any known director or incorporator. History: 1977 c. 29; 1977 c. 418 ss. 691 to 695, 929 (44); 1981 c. 314; 1983 a. 408 s. 16; 1983 a. 505; 1985 a. 30 s. 44; 1995 a. 27; 2017 a. 76.
185.73 Liquidation under court supervision. (1) The circuit court of the county where the principal office or registered agent of the cooperative is located may liquidate the assets and business of such cooperative when a petition to that effect is filed by or on behalf of: (a) A majority of the designated committee or directors when a resolution is adopted pursuant to s. 185.71. (b) The attorney general when a decree of dissolution has been obtained pursuant to s. 185.72. (c) A judgment creditor whose execution is returned unsatisfied when it is established that the cooperative is unable to pay its debts as they become due in the usual course of its business. (d) Any creditor when it is established that the cooperative is dissolving pursuant to s. 185.71 without making adequate provision for payment of all creditors. (2) Upon filing of any such petition, the court acquires exclusive jurisdiction of all matters pertaining to the liquidation of such cooperative and the distribution of its assets to persons entitled thereto and may determine and order paid the expense of such liquidation proceedings. The court has power to issue injunctions, appoint receivers with such duties and powers as the court may direct, and take any other action necessary to the coop-
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erative’s liquidation. A receiver appointed in such proceeding has authority to sue and be sued as receiver for the cooperative. (3) The court shall fix the time within which creditors may file claims and shall prescribe the notice to be given to interested persons. Creditors who do not file their claims within the time limit may not participate in any distribution thereafter made, unless the court upon good cause shown extends their time for filing. (4) When the court approves the final distribution of a cooperative’s assets, it shall enter a decree in the nature of articles of dissolution which shall be filed and recorded as provided in s. 185.82. (5) The filing of a petition under this section operates as a stay of all other proceedings against the cooperative until such time as the court issues its final judgment or directs otherwise. (6) The court upon proper cause shown may at any time order the proceedings dismissed upon such terms and conditions as the court may impose. History: 1985 a. 30 s. 42.
185.74 Property not distributed prior to dissolution. (1) Upon filing the articles or decree of dissolution or upon the issuance of a certificate of involuntary dissolution, title to any property omitted from the final distribution or the title to any property not distributed prior to the issuance of a certificate of involuntary dissolution vests in the surviving directors or committee members who signed the articles or the last-acting directors in the case of the issuance of a certificate of involuntary dissolution, as trustees. They have all the powers of the cooperative with respect to this property and shall distribute the property or its proceeds to the persons beneficially entitled thereto. (2) When no trustee can be found, the circuit court of the county where the cooperative’s situs, as defined in s. 185.72 (3) (c), is located has power to appoint trustees upon application of any person having an interest in the property or its disposition. (3) Any trustee may at any time make application to the circuit court of the county of the cooperative’s situs for supervision of liquidation under s. 185.73. History: 1977 c. 418; 1981 c. 337.
185.75 Unclaimed assets. (1) Assets distributable in the course of the liquidation of a cooperative that remain unclaimed after 2 years may be forfeited to the cooperative in the manner set forth in s. 185.03 (10), except that the board, a committee designated to liquidate the assets under s. 185.71, a court, trustee or other person authorized to liquidate the assets of the cooperative may declare the funds forfeited, give the notice, determine the purpose or purposes and dedicate the funds under s. 185.03 (10) and except that any of these persons may declare the funds forfeited no earlier than 2 years and no later than 5 years after the funds are first made available to their owners in the course of the liquidation of the cooperative. (2) Assets distributable in the course of the liquidation of a cooperative that remain unclaimed after one year may be reported and delivered to the secretary of revenue as provided under ch. 177. Assets distributable in the course of the liquidation of a cooperative that are not forfeited under sub. (1) and that remain unclaimed after 5 years shall be reported and delivered to the secretary of revenue under ch. 177. History: 1983 a. 408; 1985 a. 30; 2013 a. 20.
185.76 Survival of remedy after dissolution. Except as provided in s. 185.73, the dissolution of a cooperative does not impair any remedy available to or against such cooperative, its directors, stockholders, or members for any claim existing or any liability incurred prior to such dissolution if a proceeding thereon
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is commenced within 2 years after the date of filing the articles or decree of dissolution. History: 1981 c. 337.
185.81 Admission of foreign cooperatives. A foreign cooperative is entitled to all rights, exemptions and privileges of a cooperative organized under this chapter, if it is authorized to do business in this state under ch. 180. Such foreign cooperative may qualify under ch. 180 whether or not formed for profit and whether or not formed with stock. Any such foreign cooperative claiming to be subject to s. 71.26 (1) (a) or 71.45 (1) (a) may be required to furnish the department of revenue with such facts as said department shall deem necessary to establish the foreign cooperative’s rights thereunder. History: 1987 a. 312 s. 17; 2007 a. 20.
185.815 Recording change of principal office or registered agent. If a document submitted to the department for filing under this chapter changes the county of the principal office or of the registered agent: (1) An original of the document or a duplicate original endorsed by the department shall be recorded in each county; (2) The document shall specify the new county when: (a) The county of the principal office or registered agent is changed; or (b) The document makes a change from a principal office in one county to a registered agent’s address in another county or vice versa; and (3) A certificate of the department listing the type and date of filing of recordable documents previously filed by the cooperative shall be recorded in the county of the new principal office or of the registered agent. History: 1981 c. 337; 1995 a. 27.
185.82 Procedure on filing and recording of documents. (1) If a document is required to be filed and recorded under this chapter, all of the following shall be included when the document is submitted for filing: (a) Separate originals of the document for the department and for the register of deeds of each county in which the document is required to be recorded. (b) A check payable to the department in the amount of the filing fee prescribed under s. 185.83. (c) Separate checks in the amount of the recording fee prescribed under s. 59.43 (2) (ag) 1. payable to the register of deeds of each county in which the document is required to be recorded. (2) (a) Unless the document does not conform to law, the department shall endorse on each original “Filed” and the date of filing and shall file one original. (b) The department shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed by the department, within 5 days of filing. (c) A register of deeds receiving a check and document forwarded under par. (b) shall record the document. If the document is not articles, the register of deeds shall note on the margin of the record of the articles the document number and, if the document is assigned a volume and page number, the volume and page where the document is recorded. (3) Each week the department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the cooperative, the name of the county of the cooperative’s principal office or registered agent, and the date of filing. (4) A document required to be filed and recorded under this
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chapter is effective on filing with the department, except as provided in s. 185.62. An error or omission in recording the document or a certificate under s. 185.815 (2) with a register of deeds does not affect its effectiveness. (5) A document filed with the department under this chapter before May 7, 1982 is effective unless the records of the department show that the document was recognized as ineffective because of a recording defect and the department or the cooperative acted in reliance on the ineffectiveness of the document. (6) (a) The department may waive any of the following: 1. Submission of more than one original of a document. 2. An omission or defect in a document, if the department determines from the face of the document that the omission or defect is immaterial. (b) A waiver under par. (a) occurs when the document is filed. History: 1981 c. 337; 1985 a. 30 s. 42; 1995 a. 27, 201; 2017 a. 102. Cross-reference: See s. 182.01 (3) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter’s name.
185.825 Penalty for false document. Whoever causes a document to be filed, knowing it to be false in any material respect, is guilty of a Class I felony. History: 1981 c. 337; 1997 a. 283; 2001 a. 109.
185.83 Fees for filing. (1) Except as provided under sub. (1m), the department shall charge and collect for: (a) Filing articles for a new cooperative, $1.25 for each $1,000 of authorized stock, but in no case less than $25. A cooperative organized without capital stock shall pay a fee of $25. (b) Filing an amendment to or restatement of the articles or articles of consolidation or division, $10, plus $1.25 for each $1,000 of authorized stock not authorized at the time of the amendment, restatement, consolidation, or division, except that no fee may be collected for any of the following: 1. An amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the department. 2. An amendment filed to reflect only a change in the name of a registered agent. (bm) Filing articles of merger, $30. (c) Filing articles or decree of dissolution, $5. (d) Receiving services of any process, notice or demand, authorized to be served on the department by this chapter, the fee established under s. 182.01 (4) (c). (e) Filing an annual report of a cooperative, $15. (g) Filing a report of names and addresses of officers or directors, $3. (h) Processing a document required or permitted to be filed or recorded under this chapter in an expeditious manner, the fee established under s. 182.01 (4) (d) in addition to the fee required by other provisions of this chapter. (1m) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format. (2) No document may be filed or recorded until all fees therefor have been paid. History: 1977 c. 29; 1979 c. 221; 1983 a. 27 ss. 1587, 1588, 2204 (47); 1983 a. 134; 1985 a. 29; 1985 a. 30 ss. 39m, 42; 1985 a. 338; 1987 a. 27; 1989 a. 123; 1995 a. 27; 2001 a. 16, 44.
185.84 Fees or penalty due state. Any fee or penalty due under this chapter may be recovered in a suit brought by the attorney general in the name of the state. 185.85 Forms to be furnished by department of finan-
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cial institutions. The department may provide forms for any document to be filed with the department under this chapter. History: 1993 a. 482; 1995 a. 27.
185.91 Voting requirements of articles. Whenever the articles require the vote of a greater proportion of the members or stockholders than required by this chapter, the articles control except for dissolution under s. 185.71. 185.92 Effect of unauthorized acts. No act and no transfer of property to or by a cooperative is invalid because made in excess of the cooperative’s power, except that such lack of power may be asserted in a proceeding by: (1) A member, stockholder or director against the cooperative to enjoin any act or any transfer of property to or by the cooperative. (2) The cooperative or its legal representative against any present or former officer or director. (3) The attorney general against the cooperative in an action to dissolve the cooperative or to enjoin it from the transaction of unauthorized business. History: 1979 c. 110.
185.93 Member or stockholder derivative actions. (1) No action may be instituted or maintained in the right of any association by a member or stockholder unless the member or stockholder: (a) Alleges in the complaint that the member or stockholder was a member or registered stockholder when any part of the transaction of which the member or stockholder complains took place, or that the member’s or stockholder’s stock thereafter devolved upon the member or stockholder by operation of law from a stockholder at such time. (b) Alleges in the complaint with particularity his or her efforts to secure from the board the action he or she desires. He or she shall allege further that he or she has either informed the association or board in writing of the ultimate facts of each cause of action against each director or that he or she has delivered to the association or board a copy of the complaint no fewer than 60 days prior to filing the complaint. (c) Files the complaint in such action within 20 days after the action is commenced. (2) The action shall not be dismissed or compromised without the approval of the court. (3) If anything is recovered or obtained as the result of the action, whether by means of a compromise and settlement or by a judgment, the court may, out of the proceeds of the action, award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorney fees, and may direct the plaintiff to account to the association for the remainder of such proceeds. (4) In any action brought in the right of an association by less than 3 percent of the members or by holders of less than 3 percent of any class of stock outstanding, the defendants may require the plaintiff to give security for the reasonable expenses of defending such action, including attorney fees. The amount of such security may thereafter be increased or decreased in the discretion of the court upon showing that the security provided is or may be inadequate or is excessive. History: 1985 a. 30; 1993 a. 482; 2005 a. 253; 2009 a. 177.
185.94 Use of term “cooperative”; penalty for improper use. (1) The term “cooperative”, or any variation thereof, may be used either by an association or by a credit union organized under ch. 186. (2) No other person may use the term “cooperative”, or any variation thereof, as part of the person’s corporate or other busi-
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ness name or title, nor may any other person in any other manner represent himself or herself to be a cooperative. Whoever violates this subsection may be fined not more than $100. Each day of improper use constitutes a separate offense. (3) Any cooperative may obtain an injunction against acts prohibited by sub. (2) without showing any damage to itself. (4) Every cooperative shall use the term “cooperative” or an abbreviation thereof as part of its corporate name or affixed thereto. History: 1985 a. 30 s. 42; 1993 a. 482.
185.95 Discrimination against association. Whenever any corporation has discriminated against any association transacting business in this state, its charter may be vacated or its existence annulled, or its license to do business in this state may be revoked. History: 1979 c. 32 s. 92 (6); 1995 a. 400.
185.96 Application of chapter. (1) After June 30, 1956, this chapter applies to all cooperatives. Any cooperative may elect to become subject to this chapter before said date by adopting an amendment to its articles making such election. All cooperatives formed after July 13, 1955 shall be formed under this chapter. (2) After January 1, 1956, this chapter applies to all foreign cooperatives. (3) Application of this chapter to associations existing before July 13, 1955 does not affect property rights of stockholders or members in such associations which were accrued or established at such time, nor does it affect any liability enforceable at such time, nor does it affect the validity or enforceability of contracts existing before such time. (4) Section 185.48 dealing with annual reports shall apply to all cooperatives on July 13, 1955. History: 1985 a. 30 s. 42.
185.97 Title. This chapter may be cited as the “Wisconsin Cooperative Association Act”. History: 1985 a. 30 s. 42.
185.981 Cooperative health care. (1) Cooperative associations may be organized under this chapter without capital stock, primarily to establish and operate in the state or in any county or counties in the state nonprofit plans or programs for health care, including hospital care, for their members and their members’ dependents through contracts with physicians, medical societies, chiropractors, optometrists, dentists, dental societies, hospitals, podiatrists, and others. (2) A cooperative association organized under this section shall operate only on a cooperative nonprofit basis and for the primary purpose of establishing, maintaining, and operating a voluntary nonprofit health, dental, or vision care plan or plans, or for constructing, operating, and maintaining nonprofit hospitals or other facilities whereby health care, including hospital, dental, or vision care, is provided to its members and to other persons or groups of persons who become subscribers to the plans, subject to s. 185.982 (2), under contracts that provide access to medical, surgical, chiropractic, vision, dental, or hospital care, other health care services, appliances, and supplies, by physicians and surgeons licensed and registered under ch. 448, podiatrists licensed under ch. 448, optometrists licensed under ch. 449, chiropractors licensed under ch. 446, dentists licensed under ch. 447, and other health care providers in their offices, in hospitals, in other facilities, and in the home. Nothing in this subsection precludes a cooperative association organized under this section from owning an interest in other entities for enhancing or improving member
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services or for investment or other purposes, as long as the association’s primary purpose remains as provided in this subsection. (3) No cooperative association organized primarily for the purposes provided in ss. 185.981 to 185.983 shall be prevented from contracting with any hospital in this state for the rendition of such hospital care as is included within the cooperative association’s plans because the hospital participates in a plan of any other cooperative association, or in a plan organized and operated under ss. 148.03 and 613.80. No hospital may discriminate against any physician and surgeon, chiropractor, dentist, or podiatrist with respect to the use of the hospital’s facilities by reason of his or her participation in a health care plan of a cooperative. (4) (a) Except as provided in par. (b), no contract by or on behalf of any such cooperative association shall provide for the payment of any cash, indemnity, or other material benefit by that association to the subscriber or the subscriber’s estate on account of death, illness, or injury, but any such association may stipulate in its plans that it will pay any nonparticipating physician and surgeon, optometrist, chiropractor, dentist, podiatrist, hospital, or other provider for hospital or other health care rendered to any covered person who is in need of a plan’s benefits. The plans may prescribe monetary limitations with respect to the benefits. (b) A cooperative association may make a payment in cash, indemnity, or other material benefit for a purpose that is incidental to its plans, including for the purpose of administering coordination of benefits. (5) Every cooperative association organized under this section is a charitable and benevolent corporation. (7) Notwithstanding sub. (4) and ss. 185.982 (1) and 185.983 (1), a health care plan that is operated by a cooperative association and that qualifies as a health maintenance organization, as defined in s. 609.01 (2), is subject to s. 609.655. (8) Coverage by a health care plan operated by a cooperative association that qualifies as a health maintenance organization, as defined in s. 609.01 (2), of mammograms under s. 632.895 (8) may be subject to any requirements that the health care plan imposes under s. 609.05 (2) and (3) on the coverage of other health care services obtained by members and their dependents. (9) Coverage by a health care plan operated by a cooperative association that qualifies as a health maintenance organization, as defined in s. 609.01 (2), of health care services obtained by adopted children and children placed for adoption may be subject to any requirements that the health care plan imposes under s. 609.05 (2) and (3) on the coverage of health care services obtained by other members and their dependents. History: 1971 c. 40 s. 93; 1971 c. 307 s. 118; 1975 c. 98; 1975 c. 223 s. 28; 1975 c. 224 s. 146; 1975 c. 421; 1981 c. 39 s. 22; 1981 c. 205; 1981 c. 391 s. 210; 1985 a. 29; 1985 a. 30 s. 42; 1987 a. 27 ss. 1917e, 3202 (47) (a); 1987 a. 312 s. 17; 1989 a. 121, 129, 200, 201, 336; 1991 a. 39, 123, 269; 1993 a. 27, 450, 481; 1995 a. 27, 118, 289; 1997 a. 27, 155, 237; 1999 a. 95, 115; 2003 a. 321; 2005 a. 194; 2007 a. 36; 2009 a. 14, 28, 113, 146, 165.
185.982 Manner of practicing medicine, chiropractic and dentistry; payment; promotional expense. (1) No health care plan or contract issued by a cooperative association shall interfere with the manner or mode of the practice of medicine, optometry, chiropractic, dentistry, or podiatry, the manner or mode of providing wellness or other services, the relationship of physician, chiropractor, optometrist, dentist, podiatrist, or other provider and patient, nor the responsibility of physician, chiropractor, optometrist, dentist, podiatrist, or other provider to patient. Plans may require persons covered to utilize health care providers designated by the cooperative association. The cooperative association may provide health care services directly through providers who are employees of the cooperative association or through agreements with individual providers or
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groups of providers organized on a group practice or individual practice basis. (2) Any cooperative association operating voluntary health care plans under the provisions of this chapter may pay physicians and surgeons, optometrists, chiropractors, dentists, or other providers on a salary, per person, or fee-for-service basis to provide health care to members of the association. Every cooperative association may offer its health care services to nonmembers. Any cooperative association that operates a hospital may make the hospital’s facilities available to nonmembers and to nonparticipating physicians, optometrists, dentists, or other providers. History: 1981 c. 205; 1987 a. 27; 2009 a. 113, 165; 2013 a. 173 s. 33.
185.983 Requirements of plan. (1) Every voluntary nonprofit health care plan operated by a cooperative association organized under s. 185.981 shall be exempt from chs. 600 to 646, with the exception of ss. 601.04, 601.13, 601.31, 601.41, 601.42, 601.43, 601.44, 601.45, 611.26, 611.67, 619.04, 623.11, 623.12, 628.34 (10), 631.17, 631.89, 631.93, 631.95, 632.72 (2), 632.722, 632.729, 632.745 to 632.749, 632.775, 632.79, 632.795, 632.798, 632.85, 632.853, 632.855, 632.861, 632.867, 632.87 (2) to (6), 632.885, 632.89, 632.895 (5) and (8) to (17), 632.896, and 632.897 (10) and chs. 609, 620, 630, 635, 645, and 646, but the sponsoring association shall: (a) File with the commissioner of insurance a declaration defining the organization and operation of the plan, all printed literature, and specimen copies of all proposed contracts of insurance with persons covered and with participating physicians, hospitals, and other providers, including all amendments thereto. The form of all such contracts and amendments shall be subject to approval by the commissioner of insurance but the commissioner may not withhold approval if the form of the contracts or changes in the contracts comply with the provisions of ss. 185.981 to 185.985. (b) Provide for like rates, benefits, terms and conditions for all persons in the same class. (c) Invest its funds only in property and securities approved for domestic life insurance companies. (d) File with the commissioner of insurance, on such forms as may be prescribed by the commissioner, an annual report of its financial condition as of December 31 each year, on or before the last day of February following. (e) Maintain sufficient reserves to discharge its obligations, having regard for the nature of its contracts and the area and number of persons covered. (1g) A cooperative association that is a small employer insurer, as defined in s. 635.02 (8), is subject to the health insurance mandates, as defined in s. 601.423 (1), to the same extent as any other small employer insurer, as defined in s. 635.02 (8). (1m) In addition to ss. 601.04, 601.31, 632.79, and 632.895 (5), the commissioner of insurance may by rule subject a medicare supplement policy, as defined in s. 600.03 (28r), a medicare replacement policy, as defined in s. 600.03 (28p), or a long-term care insurance policy, as defined in s. 600.03 (28g), that is sold by a cooperative health care association organized under s. 185.981 to other provisions of chs. 600 to 646, except that the commissioner may not subject a medicare supplement policy, a medicare replacement policy, or a long-term care insurance policy to s. 632.895 (8). (2) Every voluntary nonprofit health care plan operated by a cooperative association organized under s. 185.981 shall make provision for a minimum of one physician and surgeon, or dentist to each 2,000 persons covered for medical or dental care and a minimum of 6 hospital beds for each 2,000 persons covered for hospital care.
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(3) (a) A plan that provides coverage of pharmaceutical services when performed by one or more pharmacists who are designated by the cooperative association but who are not full-time salaried employees of the cooperative association shall provide an annual period of at least 30 days during which any pharmacist registered under ch. 450 may elect to participate in the plan under its terms as a designated health care provider for at least one year. (b) Except as provided in par. (c), par. (a) applies to plans on and after May 10, 1984. (c) If compliance with the requirements of par. (a) during the period specified in par. (b) would impair any provision of a contract between a cooperative association and any other person, and if the contract provision was in existence prior to May 10, 1984, then immediately after the expiration of all such contract provisions the plan operated by the cooperative association shall comply with the requirements of par. (a). History: 1975 c. 98; 1975 c. 224 s. 146; 1975 c. 352; 1975 c. 422 s. 163; 1977 c. 339; 1979 c. 89; 1981 c. 20; 1981 c. 39 s. 22; 1981 c. 82; 1981 c. 391 s. 210; 1983 a. 189 s. 329 (25); 1983 a. 396; 1985 a. 29 ss. 2060d to 2060r, 3202 (30); 1987 a. 27, 325; 1989 a. 23, 31, 129, 200, 201, 336, 359; 1991 a. 39, 189, 250, 269, 315; 1993 a. 450, 481, 482; 1995 a. 289; 1997 a. 27, 155, 237; 1999 a. 95, 115; 2003 a. 321; 2005 a. 194; 2007 a. 36; 2009 a. 14, 28, 146, 165, 218, 346; 2011 a. 260; 2013 a. 186; 2017 a. 30; 2019 a. 185; 2021 a. 9; 2023 a. 91.
185.985 Inconsistent provisions of the statutes. Health care or hospital plans operated by cooperative associations organized under this chapter shall be operated exclusively under the provisions of ss. 185.981 to 185.985. Other provisions of the statutes that are inconsistent with any of those provisions shall not be applicable to cooperative associations or health care plans operated by cooperative associations under this chapter. History: 1985 a. 30 s. 42; 2009 a. 165.
185.99 Health benefit purchasing cooperatives. (1) DEFINITIONS. In this section: (a) “Commissioner” means the commissioner of insurance. (b) “Eligible employee” has the meaning given in s. 632.745 (5) (a). (c) “Person” means any corporation, limited liability company, partnership, cooperative, association, trade or labor organization, city, village, town, county, or self-employed individual. (2) ORGANIZATION AND PURPOSE. (a) Notwithstanding s. 185.02, health benefit purchasing cooperatives may be organized under this chapter in each of the geographic areas designated under sub. (6). Notwithstanding s. 185.043, a health benefit purchasing cooperative may be formed by one or more persons. (b) The purpose of a health benefit purchasing cooperative is to provide health care benefits for the individuals specified in sub. (4) (a) 1. to 3., under a single group health care policy or plan through a contract between the health benefit purchasing cooperative and an insurer authorized to do business in this state in one or more lines of insurance that includes health insurance. (c) A health benefit purchasing cooperative shall be designed so that all of the following are accomplished: 1. The members become better informed about health care trends and cost increases. 2. All members receive their health care benefits under the group health care policy or plan negotiated under sub. (4) (a). 3. The members are actively engaged in designing health care benefit options that are offered by the insurer and that meet the needs of their community. 4. The health insurance risk of all of the members is pooled. 5. The members actively participate in health improvement decisions for their community. (2m) TEMPORARY BOARD OF DIRECTORS. Notwithstanding s. 185.05 (1) (m), the articles of a health benefit purchasing cooper-
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ative shall set forth the name and address of at least one incorporator who will act as the temporary board. (3) COOPERATIVE MEMBERSHIP. (a) Notwithstanding s. 185.11 (1), each health benefit purchasing cooperative shall be organized on a membership basis with no capital stock. (b) Subject to par. (c), any person that does business in, is located in, has a principal office in, or resides in the geographic area in which a health benefit purchasing cooperative is organized, that meets the membership criteria established by the health benefit purchasing cooperative in its bylaws, and that pays the membership fee may be a member of the health benefit purchasing cooperative. (c) A health benefit cooperative may limit membership of self-employed individuals through its membership criteria, but such criteria must be applied in the same manner to all self-employed individuals. (d) Each health benefit purchasing cooperative shall file its membership criteria, as well as any amendments to the criteria, with the commissioner. (4) HEALTH CARE BENEFITS. (a) The health care benefits offered by a health benefit purchasing cooperative shall be negotiated between the health benefit purchasing cooperative and the insurer and shall be offered in a single group health care policy or plan. The insurer must offer coverage under the group health care policy or plan to all of the following: 1. An individual who is a member, officer, or eligible employee of a member of the health benefit purchasing cooperative. 2. A self-employed individual who is a member of the health benefit purchasing cooperative. 3. A dependent of an individual under subd. 1. or 2. who receives coverage. (b) The contract between the health benefit purchasing cooperative and an insurer shall be for a term of 3 years. Upon enrollment in the insurer’s group health care policy or plan, each member shall pay to the health benefit purchasing cooperative an amount determined by the health benefit purchasing cooperative that is not less than the member’s applicable premium for the 36th month of coverage under the contract. If a member withdraws from the health benefit purchasing cooperative before the end of the contract term, the health benefit purchasing cooperative may retain, as a penalty, an amount specified by the health benefit purchasing cooperative that is not less than the premium that the member paid for the 36th month of coverage. (c) An insurer that contracts under this section with a health benefit purchasing cooperative that provides health care benefits for more than 50 individuals who are members or employees of one or more members is not a small employer insurer, as defined in s. 635.02 (8), with respect to the contract between the insurer and the health benefit purchasing cooperative. (5) REQUIRED REPORTS. Each health benefit purchasing cooperative shall submit to the legislature under s. 13.172 (2) and to the commissioner all of the following: (a) Annually, no later than September 30, a report on the progress of the health benefit purchasing arrangement described in this section and, to the extent possible, any significant findings in the criteria under par. (b) 1. to 3. (b) Within one year after the end of the term of the contract under sub. (4) (b), a final report that details significant findings from the project and that includes, at a minimum, to the extent available, information on all of the following: 1. The extent to which the health benefit purchasing arrangement had an impact on the number of uninsured in the geographic area in which it operated. 2. The effect on health care coverage premiums for groups in
May 22, 2026, are designated by NOTES. (Published 5-22-26)
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COOPERATIVES
the geographic area in which the health benefit purchasing arrangement operated, including groups other than the health benefit purchasing cooperative. 3. The degree to which health care consumers were involved in the development and implementation of the health benefit purchasing arrangement. (6) DESIGNATION OF GEOGRAPHIC AREAS. After consultation with Cooperative Network, the commissioner shall designate, by order, the geographic areas of the state in which health benefit purchasing cooperatives may be organized. A geographic area may overlap with one or more other geographic areas. History: 2003 a. 101; 2005 a. 30, 231; 2015 a. 186.
185.995 Extensions of credit by electric cooperatives for certain projects. (1) In this section: (a) “Electric cooperative” means an association incorporated under this chapter or authorized to do business in this state that carries on the business of generating, transmitting, or distributing electric energy to its members at wholesale or retail. (b) “Notice of electric account charge” means the written notice by which subsequent purchasers or tenants will be given notice that they will be required to pay a project electric account charge. (c) “Project electric account charge” means the charge placed on a member’s account by which an electric cooperative may recover costs, including financing costs of qualifying expenses. (d) “Qualifying expenses” means expenses associated with a qualifying project, including any purchase price or installation cost. (e) “Qualifying project” means any project relating to energy efficiency, energy conservation, electric safety, or emergency back-up generation. (2) (a) An electric cooperative’s extension of credit to its member or its member’s landlord to finance qualifying expenses is not subject to chs. 421 to 426 if the electric cooperative enters into a written agreement with the member or the member’s landlord covering the extension of credit and if the written agreement satisfies all requirements under pars. (b) and (c). (b) The written agreement under par. (a) may not contain any provision that does any of the following: 1. Requires a schedule of payments under which any one payment is not substantially equal to all other payments or under which the intervals between any consecutive payments differ substantially. This subdivision does not apply to any of the following: a. A down payment related to the qualifying project that is excluded from the amount being financed. b. A final scheduled payment that is not more than 5 percent greater than the average amount of the other, substantially equal, scheduled payments. c. An initial scheduled payment that includes interest charged for a first installment period that is shorter than, or not more than 150 percent longer than, the remainder of the installment periods. 2. Requires payment of a delinquency charge for an installment not paid in full by its scheduled due date under any of the following circumstances: a. The period of delinquency is 10 days or less and the installment is paid in full on or before the 10th day after its due date. b. The delinquency charge exceeds 1 percent of the unpaid amount of the installment. c. A delinquency charge was previously imposed for the
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same unpaid installment or there was a deferral of the installment payment. 3. Allows a charge to be imposed that exceeds $30 for each check presented for payment that is returned as dishonored. 4. Requires the party who does not prevail in a court proceeding or other dispute to pay the attorney fees of the prevailing party in the court proceeding or dispute. 5. Authorizes the electric cooperative to confess judgment against the member or member’s landlord in any action arising under the agreement or otherwise requires the member or member’s landlord to provide a power of attorney or other authorization for the electric cooperative to confess judgment. (c) The written agreement under par. (a) shall include a provision that grants to the member or member’s landlord the right to prepay in full or in part, at any time and without penalty, the unpaid balance of the extension of credit. (d) The written agreement under par. (a) may provide that costs, including financing costs and installment repayments, must be recovered as a project electric account charge on the account of the member associated with the property where the qualifying project will be completed. If the written agreement is between the cooperative and the member’s landlord, this paragraph does not apply unless the landlord and tenant consent in writing. (e) 1. The written agreement under par. (a) may provide that project electric account charges will apply to subsequent owners or tenants of the property associated with the property where the qualifying project will be completed. 2. If the written agreement is between the cooperative and a member who is a tenant of the property associated with the account, this paragraph does not apply unless both the landlord and the tenant consent in writing and the agreement provides notice to the landlord of the obligation contained in sub. (6). (3) An electric cooperative that extends credit as provided in sub. (2) (a) may recover the costs, including financing costs and repayment installments, as line item charges on its electric bills issued to the member or member’s landlord. (4) If a written agreement under sub. (2) (a) provides that project electric account charges will apply to subsequent account holders, the electric cooperative may record a written notice of electric account charge in the office of the register of deeds for the county in which the property associated with the electric account is located. The notice of electric account charge shall not constitute a lien on the property. The notice of electric account charge shall include at least all of the following: (a) A legal description of the property associated with the electric account. (b) A statement that the electric account associated with the property is subject to project electric account charges. (c) A statement informing prospective purchasers of the property of how to ascertain the amount of the charges, the length of time the charges are expected to remain in effect, and the obligation under sub. (6) to notify each lessee if the purchaser leases the property. (d) A statement that the notice does not constitute a lien on the property. (5) If there is a transfer of ownership or change in tenancy of property associated with an electric account that is subject to a project electric account charge, the electric cooperative may recover the project electric account charge from the transferee or tenant as line item charges on the transferee or tenant’s electric bills if a written notice of electric account charge was properly recorded with reference to the property prior to the date of the transfer of ownership or change in tenancy. (6) If the electric account associated with property is subject
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to a project electric account charge pursuant to a written agreement under sub. (2), the property owner shall provide notice of the written agreement and a copy of the notice of electric account charge to the purchaser or each subsequent lessee of the property responsible for paying the electric bills issued by the electric cooperative. If a subsequent lessee is responsible for payment of charges under this subsection and, before entering into a lease for the property, the property owner failed to provide the subsequent lessee with notice as required by this subsection, the subsequent lessee may void the lease and is entitled to the return of any deposits made under or with respect to the lease or may deduct from the lessee’s rent, for no more than one-half of the term of the lease, the amount of the charges for which the subsequent lessee is responsible under this subsection. If the purchaser is responsible for a project electric account charge under this subsection and, before entering into an agreement to purchase the property, the property owner failed to provide the purchaser with notice as required by this subsection, the purchaser may void the purchaser’s
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contract with the property owner and is entitled to the return of any deposits made under the purchaser’s contract. (7) An electric cooperative may contract with any 3rd party to perform, on its behalf, any function permitted of the cooperative under this section, including the provision of financing, but the 3rd party must comply with all requirements under this section applicable to the cooperative. (8) (a) By entering into a written agreement under sub. (2), an electric cooperative does not assume liability or provide any warranty for any aspect of a qualifying project or any qualifying expense. This paragraph does not apply with respect to work undertaken by an electric cooperative and does not limit any rights or remedies of a member or member’s landlord against any other party. (b) This section does not limit an electric cooperative’s authority to offer to its members any other type of financing otherwise available under law. History: 2017 a. 76.
May 22, 2026, are designated by NOTES. (Published 5-22-26)