Chapter 193, UNINCORPORATED COOPERATIVE ASSOCIATIONS

193.001 Citation. This chapter may be cited as the “Wisconsin Cooperative Associations Act.” History: 2005 a. 441.

193.005 Definitions. Unless the context requires otherwise, in this chapter: (2) “Address” means mailing address and, in the case of a registered address, means the mailing address and the actual office location, which may not be a post office box. 193.523 193.524 193.525 193.531…

193.105 Use of term “cooperative” restricted. (1) USE OF TERM “COOPERATIVE” RESTRICTED. A business entity may not use the term “cooperative” as part of its business name or title or represent itself as a cooperative, in this state, unless the business entity is a cooperative or f…

193.111 Filing fees and other requirements. (1) Except as provided under sub. (2), the department shall charge and collect for: (a) Filing articles for a new cooperative, $25, if the new cooperative is organized with no capital stock. If the new cooperative is organized with capi…

193.115 Registered office and agent. (1) REGISTERED OFFICE AND AGENT REQUIRED. A cooperative shall establish and continuously maintain in this state all of the following: (a) A registered office which may be, but need not be, the same as the cooperative’s place of business. (b) A…

193.121 Legal recognition of electronic records and signatures. For the purpose of satisfying 15 USC 7002 (a) (2) (B) as that statute relates to this chapter, this state acknowledges the existence of the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 70…

193.201 Organizational purpose. Except as provided in s. 193.203, a cooperative may be formed and organized on a coop- 193.215 erative plan for patrons as provided under this chapter for any of the following purposes: (1) To market, process, or otherwise change the form or market…

193.203 Exceptions. No cooperative may be organized under this chapter for the purpose of furnishing natural gas, heat, light, power, or water to its members. History: 2005 a. 441.

193.205 Organizers. (1) QUALIFICATION. A cooperative may be organized by one or more organizers who shall be individuals over the age of 18, who may act for themselves as individuals or as the agents of other entities. The organizers forming the cooperative need not be members of…

193.211 Cooperative name. (1) DISTINGUISHABLE NAME. The name of a cooperative shall distinguish the cooperative upon the records of the department from the name of all business entities authorized to do business in this state and all names the right to which are, at the time of o…

193.215 Articles of organization and notice of mailing address. (1) FILING REQUIRED. The organizers of a cooperative shall file with the department the cooperative’s original articles as specified under sub. (2), together with the statement required under s. 193.115 (2) and a sta…

193.221 Amendment of articles. (1) PROCEDURE. (a) Except as provided under sub. (3), the articles of a cooperative may be amended as follows: 1. The board by majority vote may adopt a resolution stating the text of the proposed amendment. The text of the proposed amendment and, i…

193.225 Conversion to cooperative. (1) AUTHORITY AND NOTICE. A business entity other than an cooperative may become a cooperative by following the applicable procedure under sub. (2) or (3). A business entity shall provide its members with a disclosure statement listing the right…

193.231 Curative filing. If the department determines that a cooperative has made an erroneous filing under this chapter, the department may revoke and expunge the erroneous filing and authorize a curative document to be filed. The department shall charge the cooperative a filing…

193.241 Bylaws. (1) REQUIRED. A cooperative shall have bylaws governing the cooperative’s business affairs and structure, the qualifications, classification, rights, and obligations of members, and the classifications, allocations, and distributions of membership interests which …

193.245 Cooperative records. (1) A cooperative shall keep as permanent records minutes of all meetings of its members and of the board, a record of all actions taken by the members or the board without a meeting by a written unanimous consent in lieu of a meeting, and a record of…

193.301 Cooperative powers. (1) GENERALLY. In addition to other powers, a cooperative may perform every act necessary or proper to the conduct of the cooperative’s business or the accomplishment of the purposes of the cooperative. A cooperative has all rights, powers, and privile…

193.305 Emergency powers. (1) In anticipation of or during an emergency, as defined in sub. (4), the board may do any of the following: (a) Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent. (b) Relocate the principal office, de…

193.311 Agricultural product and commodity marketing contracts. (1) AUTHORITY. A cooperative and its patron member or patron may enter into a marketing contract, requiring the patron member or patron to sell a specified portion of the patron member’s or patron’s agricultural prod…

193.315 Indemnification and insurance against securities law claims. Section 185.042 applies to a cooperative to the same extent as if the cooperative was organized under ch. 185. History: 2005 a. 441. SUBCHAPTER IV DIRECTORS AND OFFICERS

193.401 Board governs cooperative. A cooperative shall be governed by its board which shall take all action for and on behalf of the cooperative except those actions reserved or granted to members. No director or group of directors may act for or on behalf of the cooperative unle…

193.405 Number of directors. The board shall have at least 5 directors, except that the board of a cooperative with 50 or fewer members may have as few as 3 directors. History: 2005 a. 441.

193.411 Election of directors. (1) INITIAL BOARD. The initial board shall be established as provided under s. 193.205 (2) and, except as provided in s. 193.205 (2), shall serve until directors are elected by members. The initial board shall appoint directors to fill any vacancies…

193.415 Removal of directors. All of the following apply, unless the articles or bylaws provide otherwise: (2) REMOVAL OF TEMPORARY DIRECTORS BY BOARD. A director who was appointed by the board to fill a vacancy may be removed by the board at any time, with or without cause, if a…

193.417 Resignation of directors. A director may resign by giving notice to the board or the chairperson of the board. The resignation is effective without acceptance upon receipt by the board or the chairperson of the board, unless the notice specifies a later effective date. Hi…

193.421 Filling vacancies. (1) PATRON DIRECTORS. If a vacancy occurs in the office of a director who was elected solely by the patron members, as provided in the articles or bylaws, or a new office of director is created for such a director, the board, in consultation with the ot…

193.423 Allocation of voting authority among directors. (1) The voting authority of the directors may be allocated according to allocation units or equity classifications of the cooperative if any of the following conditions is satisfied: (a) The directors elected by patron membe…

193.425 Board meetings. (1) TIME AND PLACE. Meetings of the board may be held from time to time as provided in the articles or bylaws at any location that the board selects or by any means described in sub. (2). (2) VIRTUAL MEETINGS AND ATTENDANCE. Meetings of the board may be he…

193.431 Quorum; presence of objecting director. Unless otherwise provided in the articles or bylaws, a majority of the directors currently holding office is a quorum for the transaction of business. Any director who objects at the beginning of a board meeting to the transaction o…

193.435 Actions of the board. (1) GENERALLY. Unless this chapter or the articles or bylaws provide otherwise and except as provided in sub. (2), the board shall take action by the affirmative vote of the greater of the following: (a) A majority of directors present at a meeting a…

193.441 Actions without a meeting. (1) GENERALLY. (a) Unless the articles or bylaws provide otherwise, any action required or permitted by this chapter to be authorized at a board meeting may be authorized without a meeting if that action is authorized by all directors and is evi…

193.443 Board authority concerning certain cooperative property. (1) SALE IN USUAL AND REGULAR COURSE OF BUSINESS. The board may sell, lease, transfer, or otherwise dispose of all or substantially all of the cooperative’s property in the usual and regular course of the cooperativ…

193.445 Audit committee. The board shall establish an audit committee, consisting of members who will ensure an independent review of the cooperative’s finances, to review the financial information and accounting reports of the cooperative. The board shall present audited financi…

193.451 Committees. (1) GENERALLY; SPECIAL LITIGATION COMMITTEE. The board, by resolution, may establish committees having the authority of the board in the management of the business of the cooperative to the extent described in the resolution. The board, by resolution, may esta…

193.455 Conduct and liability of directors. (1) STANDARD AND LIABILITY. (a) A director shall discharge the duties of the office of director in good faith, in a manner the director reasonably believes to be in the best interests of the cooperative, and with the care an ordinarily …

193.461 Director conflicts of interest. (1) CONFLICT A contract or transaction between a cooperative and a director, as determined under sub. (2) (b) 1., or between a cooperative and a business entity of which at least one of the cooperative’s directors is a governor, director, m…

193.465 Limitation of director’s liability in articles or bylaws. The articles or bylaws may eliminate or limit a director’s personal liability to the cooperative or its members for monetary damages for violating s. 193.455 (1) (a), except that neither the articles nor the bylaws…

193.471 Indemnification. (1) DEFINITIONS. In this section: (a) “Official capacity” means any of the following: 1. A person’s capacity as an officer, employee, or agent of a cooperative or predecessor cooperative. 2. A person’s capacity as a member of a committee of a cooperative …

193.475 Officers. (1) REQUIRED OFFICERS. (a) The board shall elect a chairperson and one or more vice-chairpersons. (b) Except as provided in sub. (3), the board shall elect or appoint a records officer and a financial officer. (2) CHIEF EXECUTIVE AND ADDITIONAL OFFICERS. The boa…

193.478 Director Education. A director shall annually attend a course in at least 2 of the following topics offered by a recognized provider of cooperative director education: (1) Duties and responsibilities of a cooperative director. (2) Board and management relations. (3) The b…

193.501 Members. (1) REQUIREMENT. A cooperative shall have at least one patron member, except that if any patron member is a natural person, a cooperative shall have at least 5 patron members who are natural persons and who are adults. A cooperative may have nonpatron members if …

193.505 Member liability. A person is not personally liable for the acts, debts, liabilities, or obligations of a cooperative merely because of the person’s status as a member. A member is liable for any unpaid subscription for the member’s membership interest, unpaid membership …

193.511 Regular members’ meetings. (1) ANNUAL MEETING. A regular members’ meeting shall be held annually at a time determined by the board, unless the articles or bylaws provide otherwise. (2) LOCATION. The regular members’ meeting shall be held at the principal place of business…

193.515 Special members’ meetings. (1) CALLING A MEETING. A special members’ meeting may be called by any of the following means: (a) By the board. (b) By petition of the members under this paragraph. Except as otherwise provided in this paragraph, the chairperson of the board sh…

193.518 Effect of insufficient notice. Failure of a member to receive a notice required under s. 193.511 (5) or 193.515 (2) does not invalidate any action that is taken at the applicable meeting. History: 2005 a. 441.

193.521 Certification of notice. (1) CERTIFICATE REQUIRED. After mailing or otherwise providing notices required under s. 193.511 (5) or 193.515 (2), the cooperative shall execute a certificate containing the date of mailing or provision of the notices and a statement that the no…

193.523 Electronic notice. (1) EFFECTIVE DATE OF ELECTRONIC NOTICE. Any notice given by a cooperative to members in electronic format takes effect as follows: (a) If by facsimile communication, when directed to a telephone number at which the member has consented to receive notic…

193.524 Revocation of electronic communication. A member may revoke any vote, authorization, or consent submitted in electronic format by the member to a cooperative under this chapter by delivering a notice of revocation to a director or the chief executive officer of the cooper…

193.525 Quorum at members’ meeting. (1) GENERALLY; PRESENCE OF OBJECTING MEMBER. Unless the articles or bylaws provide otherwise and except as provided in sub. (2m), a quorum for the transaction of business at a members’ meeting is 10 percent of the total number of members for a …

193.531 Virtual members’ meetings and attendance. (1) CONSTRUCTION AND APPLICATION. This section shall be construed and applied as follows: (a) To facilitate remote communication consistent with other applicable law. (b) To be consistent with reasonable practices concerning remot…