Chapter 193, UNINCORPORATED COOPERATIVE ASSOCIATIONS

193.535 Actions of the members. (1) GENERALLY. Unless this chapter provides otherwise and except as provided in sub. (2m) and s. 193.545 (1) (a) and (4), the members shall take action by the affirmative vote of the greater of the following: (a) A majority of the voting power of t…

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

193.545 Member voting rights. (1) GENERALLY. (a) Each patron member has one vote on each issue that patron members may vote upon. Nonpatron members, if authorized by the patron members, may or may not have voting rights relating to being a nonpatron member or holding nonpatron me…

193.551 Patron member voting based on patronage. (1) ADDITIONAL VOTE PERMITTED. (a) The articles or bylaws may authorize patron members to have an additional vote in determining the collective vote of patron members under s. 193.545 (1) (a) as provided in this subsection. (b) The…

193.553 Voting rights limited to members as of date certain. The board may establish a date for the determination of membership interests entitled to notice of and entitled to vote at a members’ meeting. The date established by the board may not be more than 60 days before the da…

193.555 Voting rights of nonmembers. The articles or bylaws may authorize any nonmember or class of nonmembers to vote at a members’ meeting in the same manner as patron members are permitted to vote. The articles or bylaws may prescribe the manner by which persons are authorized…

193.557 Voting of jointly owned membership interests. If a membership interest is owned jointly by 2 or more persons, any one of the owners may vote based upon that membership interest, unless the cooperative receives written notice from 193.565 any of the owners denying the auth…

193.559 Cumulative voting by members. Except as provided in ss. 193.411 (4m) and 193.557, a member with more than one vote that is entitled to vote may allocate the member’s votes in any way the member chooses. If such a member votes without designating an allocation, the member …

193.561 Voting by business entities, subsidiaries, legal representatives, and holders of security interests. (1) MEMBERSHIP INTERESTS HELD BY A BUSINESS ENTITY. If a member entitled to vote is a business entity, the chairperson of the board, chief executive officer, or other auth…

193.565 Voting by proxy. (1) AUTHORIZATION AND APPOINTMENT OF PROXY. (a) A member entitled to vote may do so by proxy appointed under this paragraph. Except as provided in sub. (7), a member may grant a proxy to vote by giving the board or an authorized agent of the cooperative a…

193.571 Member authority concerning certain cooperative property. Except as provided in s. 193.443, a cooperative may sell, lease, transfer, or otherwise dispose of all or substantially all of its property and assets, including its good will, not in the usual and regular course o…

193.601 Membership interests. (1) AMOUNTS AND DIVISIONS OF MEMBERSHIP INTERESTS. To the extent permitted under this chapter, a cooperative may increase, decrease, establish, or alter the authorized amount and divisions of membership interests by amending the articles under s. 193…

193.605 Cooperative securities. (1) APPLICABILITY OF CH. 408 TO COOPERATIVE SECURITIES. To the extent that the provisions of this chapter concerning the authorization, issuance, control, use, and rights of membership interests or concerning the stock of a cooperative are inconsis…

193.611 Assignment of financial rights. (1) ASSIGNMENT OF FINANCIAL RIGHTS PERMITTED. Except as provided in sub. (3), a member’s financial rights in a cooperative are transferable in whole or in part. (2) EFFECT OF ASSIGNMENT OF FINANCIAL RIGHTS. An assignment of a member’s finan…

193.615 Nature and terms of a membership interest and statement of interest owned. (1) GENERALLY. A membership interest is personal property. A membership interest does not give the owner of the interest any interest in specific cooperative property. All property of the cooperati…

193.621 Certificated membership interests. (1) CERTIFICATED INTERESTS AUTHORIZED. A membership interest of a cooperative may be certificated. The cooperative shall provide each holder of a certificated membership interest with a certificate of membership interest under sub. (2). …

193.625 Replacement certificates. (1) ISSUANCE. A cooperative may issue a replacement certificate of membership interest under s. 193.621 using the procedure specified in s. 408.405 (1), if the owner of the membership interest represented 193.701 in a certificate claims that the …

193.631 Restriction on transfer or registration of membership interests. (1) HOW IMPOSED. A restriction on the transfer, including registration, of a membership interest may be imposed in the articles, in the bylaws, in a member control agreement, by a resolution adopted by the m…

193.701 Authorization, form, and acceptance. (1) BOARD MAY AUTHORIZE. If authorized by the board, a cooperative may accept contributions, make contribution agreements under s. 193.711, and make contribution rights agreements under s. 193.715. (2) PERMISSIBLE FORMS. A person may m…

193.702 Valuation; presumption and liability. The determinations of the board as to a contribution’s accorded value under s. 193.701 (3) (a) and the fairness to the cooperative of a contribution and any terms of payment or performance applicable to the contribution, the terms of …

193.705 Restated value of previous contributions. (1) DEFINITION. In this section, “old contributions” means all contributions reflected in the required records of a cooperative immediately before the time the cooperative accepts a new contribution. (2) RESTATEMENT REQUIRED. If a…

193.711 Contribution agreements. (1g) CONTRIBUTION AGREEMENTS PERMITTED. Pursuant to s. 193.701 (1), a cooperative and a member or potential member may enter into an agreement requiring the member or potential member to contribute goods, services, or money to the cooperative as a…

193.715 Contribution rights agreements. (1) CONTRIBUTION RIGHTS AGREEMENTS PERMITTED. Pursuant to s. 193.701 (1) and subject to any restrictions in the articles or bylaws, a cooperative may enter into an agreement that provides a person rights to contribute goods, services, or mo…

193.721 Allocations of profits and distributions of cash and other assets. (1) ALLOCATION OF PROFITS AND LOSSES. Except as otherwise provided in this subsection and the articles or bylaws, profits and losses shall be allocated between patron membership interests collectively and …

193.725 Allocations and distributions of profits to patron members. (1) CAPITAL RESERVES. A cooperative may set aside any portion of profits allocated to the patron membership interests that the board determines is advisable for the purpose of creating or maintaining a capital re…

193.731 Member control agreements. (1) AUTHORIZATION AND EXECUTION. Except as otherwise provided in this subsection, any person who has entered into a contribution agreement under s. 193.711 or an agreement to purchase cooperative securities, or any member, may enter into a writt…

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…

193.801 Merger and consolidation. (1) AUTHORIZATION. Unless otherwise prohibited and except as otherwise provided in this subsection, a cooperative may merge or consolidate with a business entity by complying with this section and the applicable law of the jurisdiction under whos…

193.805 Merger of subsidiary or parent. (1) WHEN AUTHORIZED; PLAN OF MERGER. (a) Except as otherwise provided in this paragraph, a parent cooperative that owns at least 90 percent of the outstanding ownership interests of each class and series of a subsidiary business entity, oth…

193.807 Effective date; effect of merger or consolidation. (1) EFFECTIVE DATE. Unless a later date is provided in the plan of merger or consolidation or is required under other applicable law, a merger or consolidation is effective when the articles of merger or consolidation are…

193.835 Abandonment of merger. (1) AUTHORITY AND PROCEDURE. A merger may be abandoned before it takes effect by any of the following means: (b) An abandonment may be approved at a meeting by the affirmative vote of the holders of a majority of the voting power of the membership i…

193.905 Voluntary dissolution; winding up. (1) NOTICE OF DISSOLUTION. To initiate a voluntary dissolution the board shall file with the department a notice of intent to dissolve. The board may not file a notice under this subsection unless the notice is approved by affirmative vo…

193.911 Revocation of dissolution proceedings. (1) AUTHORITY TO REVOKE. Dissolution proceedings under s. 193.905 may be revoked before the articles of dissolution are filed with the department as required under s. 193.905 (5). (2) REVOCATION BY MEMBERS. The chairperson may call a…

193.925 Court-supervised voluntary dissolution. After a notice of intent to dissolve is filed as required under s. 193.905 (1) and before a certificate of dissolution is issued under s. 193.905 (7), the cooperative or, for good cause shown, a member or creditor of the cooperative…

193.931 Involuntary dissolution. (1) CAUSES OF ACTION. (a) A member may bring an action against a cooperative for dissolution, liquidation, and equitable relief if any of the following apply: 1. The directors or the persons having the authority otherwise vested in the board are d…

193.935 Procedure in involuntary or court-supervised voluntary dissolution. (1) ACTION BEFORE HEARING. In a dissolution conducted under the supervision of a court under s. 193.925 or in any action under s. 193.931 (1) the court may take any of the following actions before an init…

193.941 Receiver qualifications and powers. (1) QUALIFICATIONS. A receiver appointed under s. 193.935 (1) or (2) shall be an individual, a domestic business entity, or a foreign business entity authorized to transact business in this state and shall give a bond as directed by the…

193.951 Filing claims in involuntary or court-supervised voluntary dissolution proceedings. (1) FILING UNDER OATH. In a dissolution conducted under the supervision of a court under s. 193.925 or in any action under s. 193.931 (1), the court may require all creditors and claimants…

193.955 Discontinuance of court-supervised dissolution proceedings. A dissolution conducted under the supervision of a court under s. 193.925 or any action under s. 193.931 (1) may be discontinued at any time during the dissolution proceedings if it is established that cause for …

193.961 Order of dissolution. (1) ISSUANCE; EFFECTIVE DATE. After distribution of a cooperative’s assets and proceeds under s. 193.935 (3), the court shall issue an order dissolving the cooperative. The dissolution is effective upon issuance of the order. (2) FILING. After the co…

193.971 Barring of claims. (1) CLAIMS BARRED. Except as provided in s. 193.951 (3), a creditor or claimant who does not file a claim or bring an action during the pendency of the dissolution proceedings or has not brought an action before the commencement of the dissolution proce…