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185.05(4) (4) The certificate of incorporation shall be conclusive evidence, except as against this state in a proceeding to cancel or revoke such certificate, that all conditions precedent to existence have been met.
185.05 History History: 1981 c. 337; 1985 a. 30 ss. 9, 10, 42; 1985 a. 274; 1995 a. 27.
185.05 Cross-reference Cross-reference: See s. 182.01 (3) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter's name.
185.06 185.06 Organization meetings.
185.06(1) (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, and transaction of other business.
185.06(2) (2) The first meeting of the members shall be called by the temporary president or a majority of the temporary directors. Such meeting shall be held as soon as reasonably possible after the organization meeting of the temporary board, but not later than 6 months after filing the articles. Failure to hold such meeting within the time specified does not affect the validity of organization.
185.06 History History: 1981 c. 337.
185.07 185.07 Bylaws.
185.07(1)(1) The initial bylaws may be adopted by the temporary board. Thereafter, 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.
185.07(2) (2) Any bylaw adopted or amended by the board shall be reported at the next regular member meeting. Any such bylaw shall be at any time subject to amendment or repeal by the members.
185.07(3) (3) Unless the bylaws provide otherwise, any bylaw may be adopted, amended or repealed by a majority of the member votes cast at a meeting.
185.07 History History: 1985 a. 30.
185.08 185.08 Principal office; registered agent; service of process.
185.08(1)(1) A cooperative shall maintain in this state either its principal office or a registered agent.
185.08(2) (2)
185.08(2)(a)(a) The board may establish or change the location of the principal office or name and address of the registered agent by causing a statement in writing to be filed and recorded as an amendment to the articles as provided in s. 185.82. Such statement shall set forth the name of the cooperative, and the mailing address and county of its principal office or the name and address, including the county, of the registered agent as established or changed.
185.08(2)(b) (b) If a statement under par. (a) results from the action of a governmental agency in changing the address of the principal office or registered agent and there is no corresponding change in physical location, these facts shall be contained in the statement.
185.08(3) (3) A registered agent may resign by mailing a written notice to both the department and the cooperative. The resignation becomes effective when the cooperative names a new registered agent or 60 days after the receipt of notice by the department, whichever is sooner.
185.08(4) (4) Service of any process, notice or demand upon a cooperative may be made as provided in s. 180.0504 or ch. 801.
185.08 History History: Sup. Ct. Order, 67 Wis. 2d 585, 775 (1975); 1981 c. 337; 1983 a. 134; 1989 a. 303; 1995 a. 27.
185.09 185.09 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. 185.981.
185.09 History History: 2009 a. 165, 177; 2011 a. 258.
185.11 185.11 Membership.
185.11(1)(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.
185.11(2) (2) A cooperative may have one or more classes of members. The designation, qualifications, requirements, method of acceptance, and incidents of membership of each class shall be set forth in the bylaws. Any person, including a partnership, incorporated or unincorporated association, limited liability company, corporation, or body politic, may become a member in accordance with the bylaws.
185.11(3) (3) No member may transfer his or her membership except as permitted in the bylaws.
185.11(4) (4) The bylaws may provide for termination of membership and the conditions and terms thereof.
185.11 History History: 1985 a. 30 ss. 12, 42; 1993 a. 112, 482.
185.12 185.12 Voting.
185.12(1)(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 2 or more persons to hold one membership, the bylaws may provide how such member vote is to be cast.
185.12(2) (2) At any member meeting, each member entitled to vote shall have one vote, except that the articles may permit either or both:
185.12(2)(a) (a) A member association to cast additional votes not exceeding a number equal to its membership.
185.12(2)(b) (b) A cooperative whose member-patrons include other associations to base voting in whole or in part on a patronage basis.
185.12(3) (3) Voting by proxy shall not be allowed in any cooperative.
185.12(4) (4)
185.12(4)(a)(a) The bylaws may provide for representation of members by delegates apportioned territorially or by other districts or units. The bylaws shall specify either that a delegate may cast only one vote or that a delegate may cast one vote for each member represented by the delegate.
185.12(4)(b) (b) The procedures set forth in this chapter for voting by members apply to voting by delegates, except as provided in all of the following:
185.12(4)(b)1. 1. If any delegate who may cast only one vote is permitted to vote on a matter, only delegates may vote on that matter.
185.12(4)(b)2. 2. If delegates may cast only one vote, in calculating the required proportion of votes on a matter, the number of delegate votes shall be used, but the number of delegates required for a quorum shall be as specified in the bylaws.
185.12(4)(b)3. 3. If the bylaws provide for representation of members by delegates who may cast one vote for each member represented by the delegate, in calculating the required proportion of votes on a matter and the number of delegates required for a quorum, the number of members represented by each delegate shall be used.
185.12(5) (5)
185.12(5)(a)(a) Members entitled to vote on a motion but absent from the meeting at which the vote is taken may vote only as follows:
185.12(5)(a)1. 1. If a cooperative provides ballots for the vote on the motion to the members together with notice of the meeting at which the vote will be taken and exact copies of the motion and any resolution to which it pertains, an absent member may vote on the motion by submitting a signed ballot. If a signed ballot has been submitted on a motion under this subdivision, neither the motion nor any resolution to which it pertains may be amended.
185.12(5)(a)2. 2. If a cooperative makes available ballots for the vote on the motion together with exact copies of the motion and any resolution to which it pertains to any member entitled to vote on the motion, but does not comply fully with the requirements of subd. 1., an absent member may vote on the motion by submitting a signed ballot. However, the motion and any resolution to which it pertains may be amended at the meeting, and, if the motion or resolution is amended, the ballot is void. The ballot may not be counted on any motion to amend or adopt as amended the motion or resolution.
185.12(5)(a)3. 3. By electronic means, if all of the following apply:
185.12(5)(a)3.a. a. The cooperative permits absent members to vote on the motion under subd. 1. or 2.
185.12(5)(a)3.b. b. The bylaws provide for electronic voting.
185.12(5)(a)3.c. c. The cooperative is able to authenticate that it is a member who is casting a vote.
185.12(5)(a)3.d. d. The cooperative gives a vote cast under this subdivision the same effect as it would have if it was cast under subd. 1. or 2., whichever is applicable.
185.12(5)(b) (b) The bylaws may provide for voting on the election or removal of directors by signed ballots. Signed ballots may not be used for this purpose unless the bylaws authorize and prescribe the procedure for their use.
185.12(6) (6) The bylaws may set forth provisions, not inconsistent with this chapter, relating to the methods and procedures for voting.
185.12 History History: 1985 a. 30 ss. 13, 14, 42; 1993 a. 482; 2009 a. 387.
185.13 185.13 Member meetings.
185.13(1)(1) Unless the bylaws provide otherwise, member meetings shall be held at the principal office or such other place as the board may determine.
185.13(2) (2) An annual member meeting shall be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, such meeting shall be held within 6 months after the close of the fiscal year at the call of the president or board.
185.13(3) (3) Special member meetings may be called by the president, board, or members having one-fifth of the votes entitled to be cast at such meeting.
185.13(4) (4) Written notice, stating the place, day and hour, and in case of a special member meeting the purposes for which the meeting is called, shall be given not less than 7 nor more than 30 days before the meeting at the direction of the person calling the meeting. Notice need be given only to members entitled to vote. Notice shall be given to members having limited voting rights if they have or may have the right to vote at the meeting.
185.13(5) (5) At any meeting at which members are to be represented by delegates, notice to such members may be given by notifying such delegates and their alternates. Notice may consist of a notice to all members or may be in the form of an announcement at the meeting at which such delegates or alternates were elected.
185.13(6) (6) Action without a meeting may be taken pursuant to s. 185.34.
185.13 History History: 1985 a. 30.
185.14 185.14 Quorum.
185.14(1)(1) A quorum at a member meeting shall be 10% of the first 100 members plus 5% of additional members.
185.14(2) (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) 2., a quorum shall never be more than 50 members nor less than 5 members or a majority of all members, whichever is smaller. Members represented by signed ballots may be counted in computing a quorum only on those motions for which the signed ballots were submitted.
185.14 History History: 1985 a. 30.
185.15 185.15 Notice to members, stockholders or other persons; waiver.
185.15(1)(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 or a newsletter or other publication of a cooperative or of an affiliated organization which includes the notice is deposited in the United States mail, with postage prepaid thereon, addressed to such person at his or her address as it appears on the records of the cooperative.
185.15(2) (2) A signed waiver is equivalent to personal notice to the person so signing. The waiver may be signed at any time.
185.15 History History: 1985 a. 30.
185.21 185.21 Stock; authorization, issuance, control, use, rights.
185.21(1)(1) A cooperative may be organized with or without capital stock.
185.21(2) (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 with such designations, preferences, limitations, and relative rights as shall be stated in the articles, except that:
185.21(2)(a) (a) Stock as such has no voting power, except as stated in ss. 185.52, 185.61 and 185.63;
185.21(2)(b) (b) Stock without par value shall not be authorized or issued;
185.21(2)(c) (c) The rate of dividends upon stock shall not exceed 8% of its par value for any year, but dividends may be cumulative.
185.21(3) (3)
185.21(3)(a)(a) The articles may require that members own one or more shares of membership stock. Such stock shall be issued or transferred only to a person eligible to become a member, and only when such person satisfies other requisites for membership.
185.21(3)(b) (b) Unless restricted by the articles, stock other than membership stock may be issued or transferred to any person.
185.21(4) (4) Each certificate for stock shall bear the manual or facsimile signature of a principal officer and shall state:
185.21(4)(a) (a) The name of the cooperative, the number, par value and class of the shares represented by the certificate, and whether or not it is membership stock.
185.21(4)(b) (b) Any restrictions on the issuance or transfer of such stock, including those provided in sub. (3) (a);
185.21(4)(c) (c) If more than one class of stock is authorized, the designation of the several classes, and their respective preferences, limitations and relative rights. In lieu of the full statement, this information may be given in summary form, or the certificate may state that the cooperative will, upon request, furnish the information required by this subsection.
185.21(5) (5) No stock certificate may be issued except upon payment of the par value of the stock it represents. Payment for stock may be in cash or other property. If in other property, the value thereof shall be determined by the board and such determination, if made in good faith, shall be conclusive.
185.21(6) (6) Unless the articles provide otherwise, a cooperative may acquire, recall, exchange, redeem, and reissue its own stock. Provisions in the articles and on the stock certificate may reserve to the cooperative a prior right to acquire any stock offered for sale, or a right to recall the stock of any stockholder, or both of said rights. The consideration paid for stock recalled by the cooperative shall be its par value and accrued unpaid dividends, provided that if the book value of such stock is less than the par value, the consideration shall be such book value. The cooperative may set off obligations of the stockholder to it. If the remaining assets would be less than the aggregate amount payable to creditors and persons holding stock with preferential rights upon liquidation, no stock shall be acquired, recalled, exchanged or redeemed for a consideration other than stock or certificates of equity interest of equal or subordinate rank.
185.21(7) (7) When stock is acquired, recalled, exchanged, or redeemed by the cooperative, such stock is restored to the status of authorized but unissued stock.
185.21(8) (8) Stockholders as such have no preemptive right to purchase additional stock.
185.21 History History: 1975 c. 34; 1985 a. 30 ss. 18, 19, 42, 44.
185.22 185.22 Subscriptions for stock; liability therefor.
185.22(1) (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.
185.22(2) (2) Except as provided in s. 185.37, a stockholder or subscriber is under no obligation to any person with respect to the stockholder's or subscriber's stock or subscription other than the obligation to pay to the cooperative the full consideration for which such stock was to be issued.
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2011-12 Wisconsin Statutes updated though 2013 Wis. Act 200 and all Supreme Court Orders entered before April 11, 2014. Published and certified under s. 35.18. Changes effective after April 11, 2014 are designated by NOTES. (Published 4-11-14)