Chapter 185, COOPERATIVES

185.50 Income or franchise tax returns. Any cooperative association, society, company, corporation, exchange or union organized under the provisions of this chapter shall not be obliged to file a state income or franchise tax return unless such association, society, company, corp…

185.51 Amendments to articles. (1) At any member meeting a cooperative may adopt any amendment to its articles which is lawful under s. 185.05, if a statement of the nature of the amendment was contained in the notice of the meeting. (2) Unless stockholders are entitled by s. 185…

185.52 Stockholder voting on amendments to articles. (1) (a) Whether or not permitted to vote by the articles, a holder of stock other than membership stock who is affected by a proposed amendment to articles shall be entitled to cast one vote on the amendment regardless of the d…

185.53 Filing and recording amendments; effect thereof. (1) Amendments to articles shall be signed by the president or a vice president and the secretary or an assistant secretary, shall be sealed with the cooperative’s seal, and shall set forth: (a) The name of the cooperative, …

185.54 Restated articles. A cooperative may, by action taken in the manner required for an amendment, adopt restated articles. When filed in the manner prescribed for an amendment, restated articles supersede existing articles and all amendments thereto. Restated articles shall m…

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 s…

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 a…

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,…

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 t…

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 permitte…

185.71 Voluntary dissolution. (1) At any member meeting, whether or not a quorum is present, a cooperative may dissolve if: (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 approve…

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 certificat…

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…

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 pri…

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 as…

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 su…

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 w…

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…

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 th…

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…

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 financial 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 coopera…

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 stock…

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 pa…

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 …

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, 195…

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,…

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 pod…

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, 61…

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 wi…

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…

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…