193.735 Distribution of unclaimed property. (1) ALTERNATE PROCEDURE TO DISTRIBUTE PROPERTY. Notwithstanding ch. 177, a cooperative may distribute any property required to be reported under subch. IV of ch. 177 to an entity that is exempt from taxation under section 501 (a) of the Internal Revenue Code. A cooperative making a distribution under this subsection shall file all of the following with the secretary of revenue before making the distribution: (a) A verified written description and explanation of the distribution. (c) The name, address, and exemption number of the entity to which the property is to be distributed. (d) The approximate date of the distribution. (2) REPORTING PROCEDURE NOT AFFECTED. Subsection (1) does not affect the requirement that a cooperative report property under subch. IV of ch. 177. (3) OWNER’S RIGHT EXTINGUISHED ON DISBURSEMENT. The articles or bylaws may provide that a distribution under sub. (1) extinguishes all rights of the owner in and to the distributed property. History: 2005 a. 441; 2013 a. 20; 2021 a. 87. (e) The proposed effect of the merger or consolidation on the members of each association that is party to the merger or consolidation. (f) For a consolidation, the contents of the articles or other organizational documents of the surviving business entity which will be filed with the jurisdiction in which the surviving business entity is organized. (3) NOTICE. (a) The board shall give notice of the merger or consolidation to each member. The notice shall contain all of the following: 1. The full text of the plan under sub. (2). 2. The time and place of the meeting at which the plan will be considered. (b) A cooperative with more than 200 members may provide the notice in the same manner as notice of a regular members’ meeting. (4) ADOPTION OF PLAN; ARTICLES OF MERGER OR CONSOLIDATION. (a) If a quorum of the members eligible to vote is registered as being present or represented by alternative vote at the meeting specified in the notice under sub. (3), the plan of merger or consolidation may be adopted by the following means, as applicable: 1. By a majority of the votes cast. 2. For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, by a sufficient vote as required under the articles or bylaws or by satisfying the other conditions for approval. (b) If a plan is adopted under par. (a), the chairperson, vicechairperson, records officer, or documents officer of each association that is party to the merger or consolidation shall execute articles of merger or consolidation which state the plan and the fact that the plan was adopted. The business entity surviving the merger or consolidation shall file the articles of merger with the department. If the business entity surviving the merger or consolidation is organized under the laws of this state, the department shall issue a certificate of organization to the business entity. History: 2005 a. 441.
SUBCHAPTER VIII MERGER AND CONSOLIDATION