Chapter 185 — COOPERATIVES

185.01 Definitions. As used in this chapter, unless the context requires otherwise, the term: (1) “Articles” means the articles of incorporation of a cooperative unless the context otherwise requires. (1g) “Association” includes both cooperatives and foreign cooperatives. (1m) “B…

185.02 Purposes. Cooperatives may be organized under this May 22, 2026, are designated by NOTES. (Published 5-22-26) 185.02 Updated 23-24 Wis. Stats. COOPERATIVES chapter for any lawful purpose except banking and insurance, but subject to statutes relating to the organization of …

185.03 General powers. Unless otherwise provided by its articles, a cooperative may: (1) Exist perpetually. (2) Sue and be sued. (3) Have a seal. (4) Make contracts, incur liabilities and borrow money; issue certificates representing indebtedness, or representing equity interests…

185.031 Refunds after forfeiture. Subsequent to a forfeiture under s. 185.03 (10), the owner of the forfeited funds may submit a claim to the board. If the board determines that the person owned the funds at the time of the forfeiture, it shall refund the funds to the person. His…

185.033 Restriction on changes to articles. (1) If the articles contain a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), no changes may be made to the provision including by amendment under s. 185.51 or 185.52, app…

185.034 Definitions applicable to indemnification and insurance provisions. In ss. 185.034 to 185.042: (1) “Cooperative” means a domestic cooperative and any domestic or foreign predecessor of a domestic cooperative where the predecessor cooperative’s existence ceased upon the co…

185.035 Mandatory indemnification. (1) A cooperative shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was…

185.036 Determination of right to indemnification. Unless otherwise provided by the articles or bylaws or by written agreement between the director or officer and the cooperative, the director or officer seeking indemnification under s. 185.035 (2) shall select one of the followi…

185.037 Allowance of expenses as incurred. Upon written request by a director or officer who is a party to a proceeding, a cooperative may pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the cooperative with all of the following: (1…

185.038 Additional rights to indemnification and allowance of expenses. (1) Except as provided in sub. (2), ss. 185.035 and 185.037 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following: (a)…

185.039 Court-ordered indemnification. (1) Except as provided otherwise by written agreement between the director or officer and the cooperative, a director or officer who is a party to May 22, 2026, are designated by NOTES. (Published 5-22-26) 185.039 COOPERATIVES a proceeding m…

185.04 Indemnification and allowance of expenses of employees and agents. A cooperative may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer to the extent provided by the articles or bylaws, by general or specific action of the boar…

185.041 Insurance. A cooperative may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the cooperative against liability asserted against and incurred by the individual in his or her capacity as an employee, agent, direct…

185.042 Indemnification and insurance against securities law claims. (1) It is the public policy of this state to require or permit indemnification, allowance of expenses and insurance for any liability incurred in connection with a proceeding involving securities regulation desc…

185.043 Incorporators. (1) Except as provided in sub. (2), 5 or more adults, one of whom must be a resident, may form a cooperative by signing, acknowledging and filing articles. (2) If the cooperative is formed for purposes of operating as a small cooperative wholesaler under s.…

185.045 Reserved or registered name. Sections 180.0122 (1m) (c) to (i), 180.0402 and 180.0403 (2), (3), (3m) and (4) (b) apply to cooperatives, with the word “cooperative” substituted for the words “corporate” and “corporation”. History: 1985 a. 338; 1989 a. 303; 1993 a. 331; 202…

185.05 Articles. (1) The articles shall set forth: (a) The name of the cooperative. (b) The period of existence, unless perpetual. (c) The purposes for which organized. It is sufficient to state that the cooperative may engage in any activity within the purposes for which coopera…

185.06 Organization meetings. (1) After articles have been filed, an organization meeting of the temporary board shall be held at the call of a majority of the incorporators or of a majority of the temporary directors for the adoption of bylaws, election of temporary officers, an…

185.07 Bylaws. (1) The initial bylaws may be adopted by the temporary board. Thereafter, except as provided in sub. (4), bylaws may be adopted and amended only by the members unless the members adopt a bylaw which permits the board to make and amend specified bylaws. (2) Any byla…

185.08 Principal office; registered agent; service of process. (1) A cooperative shall maintain in this state either its principal office or a registered agent. (2) (a) The board may establish or change the location of the principal office or name and address of the registered ag…

185.09 Promotion expense; limitation. No cooperative funds may be used, nor any stock issued, in payment of any promotion expenses in excess of 5 percent of the paid-up capital stock or membership fees. This section does not apply to a cooperative association organized under s. 1…

185.11 Membership. (1) All cooperatives shall be organized on a membership basis with no capital stock, or shall be organized on a membership basis with capital stock. (2) A cooperative may have one or more classes of members. The designation, qualifications, requirements, method…

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…

185.14 Quorum. (1) A quorum at a member meeting shall be 10 percent of the first 100 members plus 5 percent of additional members. (2) Unless the bylaws fix a larger number of members to constitute a quorum and except as provided in the bylaws in accordance with s. 185.12 (4) (b)…

185.15 Notice to members, stockholders or other persons; waiver. (1) Whenever notice is required by this chapter to be given to any person, the notice shall be given either personally or by mail. If mailed, the notice is given when it is deposited May 22, 2026, are designated by …

185.21 Stock; authorization, issuance, control, use, rights. (1) A cooperative may be organized with or without capital stock. (2) A cooperative organized with capital stock may issue the amount of stock stated in its articles. Such stock may be divided into 2 or more classes wit…

185.22 Subscriptions for stock; liability therefor. (1) A subscription for stock of a cooperative is irrevocable for 6 months unless otherwise provided by the subscription agreement, or unless all subscribers consent to the revocation. (2) Except as provided in s. 185.37, a stock…

185.23 Missing securities or records. (1) When a security issued by a cooperative, which is not a “security” as defined in s. 408.102, is missing, the cooperative shall issue a duplicate security if the owner so requests and furnishes an indemnity acceptable to the cooperative. (…

185.24 Liability of cooperative for wrongful transfers of its securities. (1) A cooperative is not liable for acting upon wrongful transfers of its securities which are not “securities” as defined in s. 408.102, unless it has notice that the certificate was not transferred by a p…

185.25 Applicability of ch. 408 to cooperative securities. Chapter 408 applies to those securities of a cooperative which fall within the definition of a “security” in s. 408.102, except that s. 185.21 applies to all stock of a cooperative and s. 185.23 (2) applies to all securit…

185.31 Directors; number, election, removal and vacancies. (1) (a) All powers of the cooperative shall be exercised by or under authority of, and the business and affairs of a cooperative shall be managed under the direction of, the board, except as otherwise provided in this cha…

185.32 Directors; meetings, quorum and waiver of notice. (1) Meetings of the board shall be held at such place and upon such notice as is prescribed in or pursuant to the bylaws. (2) Unless a greater number is required in the bylaws, a majority of the directors in office shall co…

185.33 Executive committee. (1) If the bylaws so provide, the board may elect an executive committee to consist of 3 or more directors. When the board is not in session, such committee shall have all powers of the board except in respect to: (a) Powers reserved by the board to it…

185.34 Action without meeting by directors or members. Any action which may be taken at a meeting may be taken without a meeting if a writing setting forth and approving the action taken shall be signed by all of the cooperative members, directors or executive committee members e…

185.35 Officers. (1) Unless the articles of incorporation provide otherwise, the principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. They shall be elected annually by the board at such time and…

185.36 Compensation and benefits to directors, officers and employees. (1) Unless the bylaws provide otherwise, only the members may establish compensation or other benefits for a director, not available generally to officers and employees, for services as a director. (2) Unless …

185.363 Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the cooperative, may rely on information, opinions, reports or statements, any of which may be writt…

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 conside…

185.367 Limited liability of directors and officers.

185.37 Liability of directors and members.

185.38 Disposition of assets; right to secure debts.

185.41 Cooperative contracts. 185.42 185.43 185.44 185.45 185.47 185.48 185.49 185.50 185.51 185.52 185.53 185.54 185.55 185.61 185.62 185.63 185.64 185.71 185.72 185.73 185.74 185.75 185.76 185.81 185.815 185.82 185.825 185.83 185.84 185.85 185.91 185.92 185.93 185.94 185.95 185…

185.42 Recording of cooperative contracts; effect thereof. (1) The association may record in the office of the register of deeds of the county in which the member-maker of the contract resides: (a) A copy of any contract authorized by s. 185.41; and (b) If a uniform contract is u…

185.43 Relief against breach or threatened breach. (1) In the event of a breach or threatened breach of a contract authorized by s. 185.41 by a member, the association shall be entitled to an injunction to prevent the breach or any further breach thereof, and to a decree of speci…

185.44 Application of ss. 185.41 to 185.43; venue of action. (1) Sections 185.41 to 185.43 apply after July 13, 1955 to all contracts whether made before or after that date. (2) The proper place of trial of any action by or against an association when based on ss. 185.41 to 185.4…

185.45 (2) (b) and (c), (3) (a) and (b) and (4) (b) and unclaimed stock, membership fees and deposits, if all of the following conditions are met: (a) No earlier than 3 years and no later than 5 years after the funds are first made available to their owners, the board declares th…

185.47 Financial books and records; penalty for refusal to produce. (1) (a) A cooperative shall keep correct and complete financial books and records, including minutes of the proceedings of meetings of its members, board, and executive committee. The cooperative shall keep at it…

185.48 Annual reports; filing thereof. (1) A cooperative shall file an annual report signed by a principal officer or the general manager setting forth: (a) Its name and complete address. May 22, 2026, are designated by NOTES. (Published 5-22-26) 185.48 COOPERATIVES (b) The names…

185.49 Omission of seal. Whenever any document is required to be sealed, no seal is required if the document includes a statement to the effect that the cooperative has no seal. History: 1985 a. 30 s. 42.