AB1186: Bill Text

AB1186,50,24 193.105 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 foreign cooperative or is organized under ch. 185.

AB1186,51,3 (2) Penalty for misuse of term "cooperative." A business entity that violates sub. (1) may be fined not more than $250. Each day of improper use constitutes a separate offense.

AB1186,51,5 193.111 Filing fees and other requirements. (1) Except as provided under sub. (2), the department shall charge and collect for:

AB1186,51,9 (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 capital stock, the department may charge $1.25 for each $1,000 of capital stock, or $25, whichever is greater.

AB1186,51,12 (b) Filing an amendment to or restatement of the articles or articles of consolidation or division, $25, except that no fee may be collected for any of the following:

AB1186,51,15 1. An amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the department.

AB1186,51,17 2. An amendment or statement filed to reflect only a change in the name of a registered agent.

AB1186,51,18 (c) Filing articles of merger, $30.

AB1186,51,19 (d) Filing articles or decree of dissolution, $5.

AB1186,51,22 (e) Receiving service of any process, notice, or demand, authorized to be served on the department by this chapter, an amount equal to the fee established under s. 182.01 (4) (c).

AB1186,51,23 (g) Filing a report of names and addresses of officers or directors, $3.

AB1186,52,3 (h) Processing in an expeditious manner a document required or permitted to be filed or recorded under this chapter, an amount equal to the fee established under s. 182.01 (4) (d), in addition to the fee required by other provisions of this chapter.

AB1186,52,5 (2) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

AB1186,52,7 (3) No document may be filed or recorded until all fees for the document have been paid.

AB1186,52,11 (4) The department shall endorse on any document filed with the department the word "filed" or a similar word determined by the department and the month, day, and year of filing, record the document in the office of the department, and return the document to the person or entity who delivered it for filing.

AB1186,52,14 193.115 Registered office and agent. (1) Registered office and agent required. A cooperative shall establish and continuously maintain in this state all of the following:

AB1186,52,16 (a) A registered office which may be, but need not be, the same as the cooperative's place of business.

AB1186,52,20 (b) A registered agent, which agent may be an individual resident of this state whose business office is identical to the registered office, a domestic business entity, or a foreign business entity authorized to transact business in this state, having an office identical to the registered office.

AB1186,52,24 (2) Designation of initial office and agent. The organizers of a cooperative shall designate the cooperative's initial registered office and agent by filing with the department, along with the original articles of organization under s. 193.215 (1), a statement setting forth all of the following:

AB1186,52,25 (a) The name of the cooperative.

AB1186,53,1 (b) The address of its registered office.

AB1186,53,2 (c) The name of its registered agent.

AB1186,53,4 (d) That the address of its registered office and the address of the business office of its registered agent are identical.

AB1186,53,7 (2m) Change of office and agent. Except as provided in sub. (5), a cooperative may change its registered office or agent by filing with the department a statement setting forth all of the following:

AB1186,53,8 (a) The name of the cooperative.

AB1186,53,9 (b) The address of its then registered office.

AB1186,53,11 (c) If the address of its registered office is to be changed, the address to which the registered office is to be changed.

AB1186,53,12 (d) The name of its then registered agent.

AB1186,53,14 (e) If its registered agent is to be changed, the name of its successor registered agent.

AB1186,53,16 (f) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

AB1186,53,18 (g) That any change was authorized by affirmative vote of a majority of the board.

AB1186,53,25 (3) Duties of department; effective date of change. Upon receipt of a statement delivered under sub. (2) or (2m), the department shall examine the statement to ensure that it conforms to the applicable requirements of this section. If the department finds that the statement conforms to the applicable requirements of this section, the department shall file the statement. Any change designated in a statement delivered under sub. (2m) takes effect upon filing of the statement by the department.

AB1186,54,6 (4) Resignation of Agent. Any registered agent of a cooperative may resign as agent by filing with the department a written notice of resignation, together with one exact or conformed copy. The department shall mail a copy of the notice to the cooperative at its principal mailing address as determined by the department. The resignation takes effect on the first day of the 2nd month beginning after receipt of the notice by the department.

AB1186,54,13 (5) Change of Address or Name of Agent. If the address or name of a registered agent changes, the agent shall change the address of the registered office or the name of the registered agent, as applicable, of the cooperative that appointed the agent by filing with the department the statement required under sub. (2m), except that the statement need only be signed by the registered agent, need not satisfy sub. (2m) (e) or (g), and shall state that a copy of the statement has been mailed to the cooperative or to the legal representative of the cooperative.

AB1186,54,17 193.121 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 7031.

AB1186,54,19 Subchapter ii organization

AB1186,54,22 193.201 Organizational purpose. Except as provided in s. 193.203, a cooperative may be formed and organized on a cooperative plan for patrons as provided under this chapter for any of the following purposes:

AB1186,55,2 (1) To market, process, or otherwise change the form or marketability of products, including crops, livestock, and other agricultural products; to manufacture products; to accomplish other purposes that are necessary or convenient to facilitate the production or marketing of products by patron members and others; and to accomplish other purposes that are related to the business of the cooperative.

AB1186,55,3 (2) To provide products, supplies, and services to its members.

AB1186,55,4 (3) To accomplish any other lawful purpose.

AB1186,55,6 193.203 Exceptions. No cooperative may be organized under this chapter for the purpose of furnishing natural gas, heat, light, power, or water to its members.

AB1186,55,10 193.205 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 the cooperative.

AB1186,55,14 (2) Role of organizers. If the cooperative's initial board is not named in the articles, the organizers may elect the initial board or may act as directors with all of the powers, rights, duties, and liabilities of directors, until the board is elected or until a contribution is accepted, whichever occurs first.

AB1186,55,24 (3) Meeting or written action. After the articles are filed, the organizers or the board named in the articles, as applicable, shall hold an organizational meeting at the call of a majority of the organizers or of the board, as applicable, or take written action for the purposes of transacting business and taking actions appropriate to complete the organization of the cooperative. If a meeting is held under this subsection, the person or persons calling the meeting shall give at least 3 days prior notice of the meeting to each organizer or director, as applicable, stating the date, time, and place of the meeting. An organizer or director may waive notice of an organizational meeting in the same manner that a director may waive notice of meetings of the board.

AB1186,56,5 193.211 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 organization, reserved or provided for by law.

AB1186,56,9 (2) Reservation; contest of name. A cooperative's name is reserved for use by the cooperative during the cooperative's existence, except that a person doing business in this state may contest the cooperative's use of the name as provided by law.

AB1186,56,14 193.215 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 statement listing the current mailing address of the cooperative.

AB1186,56,15 (2) Content of articles. (a) The articles shall state all of the following:

AB1186,56,16 1. The name of the cooperative.

AB1186,56,17 2. The purpose of the cooperative.

AB1186,56,18 3. The name and address of each organizer.

AB1186,56,19 4. The duration of the cooperative, if the duration is not to be perpetual.

AB1186,56,20 (b) The articles may contain any other lawful provision.

AB1186,56,22 (3) Effect of proper filing. Upon compliance with sub. (1), all of the following apply:

AB1186,56,24 (a) It is presumed that all conditions precedent to organizing the cooperative that are required to be performed by the organizers have been satisfied.

AB1186,57,2 (b) The cooperative is chartered by this state as a separate legal entity with perpetual duration or any other duration stated in the articles under sub. (2) (a) 4.

AB1186,57,3 (c) The department shall issue a certificate of organization to the cooperative.

AB1186,57,6 (4) Change of mailing address. If the mailing address of the cooperative changes, the cooperative shall file with the department a statement notifying the department of the change of address.

AB1186,57,8 193.221 Amendment of articles. (1) Procedure. (a) Except as provided under sub. (3), the articles of a cooperative may be amended as follows:

AB1186,57,14 1. The board by majority vote may adopt a resolution stating the text of the proposed amendment. The text of the proposed amendment and, if approved by the board, an attached mail or alternative ballot, shall be mailed or otherwise distributed with any regular or special meeting notice to each member. The notice shall designate the time and place of the meeting at which the proposed amendment will be considered and voted on.

AB1186,57,17 2. If a quorum of the members is registered as being present or represented by alternative vote at the meeting specified in the notice under subd. 1., the proposed amendment may be adopted by the following means, as applicable:

AB1186,57,18 a. By a majority of the votes cast.

AB1186,57,21 b. For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, by a sufficient vote as required under the articles or bylaws or by satisfying the other conditions for approval.

AB1186,57,24 (b) The articles may be amended as restated articles using the procedure under par. (a). If restated articles are adopted, the restated articles supercede all prior articles and amendments to the articles.

AB1186,58,4 (c) After an amendment or restated articles are adopted under par. (a) or (b), the chair, vice-chair, records officer, or assistant records officer of the cooperative shall sign the amendment or restated articles and promptly file a copy with the department.

AB1186,58,6 (2) Certificate. (a) If an amendment or restated articles are adopted under sub. (1), the board shall prepare a certificate containing all of the following:

AB1186,58,9 1. A statement listing the date of the meeting at which the board adopted the resolution concerning the proposed amendment under sub. (1) (a) 1. or the restated articles and the vote of the board.

AB1186,58,10 2. A copy of the notice provided to members under sub. (1) (a) 1.

AB1186,58,11 3. A listing of the quorum registered at the meeting under sub. (1) (a) 2.

AB1186,58,13 4. A listing of the votes cast adopting the amendment or the restated articles at the meeting under sub. (1) (a) 2.

AB1186,58,15 (b) The chair, vice-chair, records officer, or financial officer of the cooperative shall sign the certificate and file the certificate with the records of the cooperative.

AB1186,58,18 (3) Amendment by directors. A majority of directors may, by resolution, amend the articles if the cooperative does not have any members with voting rights. The board shall promptly file an amendment under this subsection with the department.

AB1186,58,23 (4) Effective date of amendment. An amendment or restated articles adopted under sub. (1) or an amendment adopted under sub. (3) is effective on the date specified in the resolution adopted under sub. (1) (a) 1. or (3), as applicable, or, if no such date is specified, upon the filing of the amendment or restated articles with the department.

AB1186,59,4 193.225 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 rights and obligations of the members and the capital structure of the proposed cooperative before making a conversion under this section.

AB1186,59,12 (2) Procedure for entities organized in this state. A business entity organized under the laws of this state, other than a cooperative, that elects to make a conversion as provided under sub. (1) shall amend its organizational documents in the manner provided under the laws that govern the business entity. The business entity shall file with the department amended articles of organization that comply with s. 193.215. Upon the filing of the amended articles of organization, the business entity is converted to a cooperative and is governed by the applicable provisions of this chapter.

AB1186,59,20 (3) Procedure for entities organized in other states. A business entity organized under the laws of another state that elects to make a conversion as provided under sub. (1) shall amend its organizational documents in the manner provided under the other state's laws that govern the business entity. The business entity shall file with the department amended articles of organization that comply with s. 193.215. Upon the filing of the amended articles of organization, the business entity is converted to a cooperative and is governed by the applicable provisions of this chapter.

AB1186,59,24 (4) Conversion of cooperatives organized under chapter 185. A cooperative that is organized under ch. 185 may not convert to a cooperative organized under this chapter regardless of whether the conversion is accomplished directly within Wisconsin or indirectly through or with any out-of-state entity.

AB1186,60,5 193.231 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 fee of $500 for any such revocation, expungement, and subsequent curative filing.

AB1186,60,10 193.241 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 are not otherwise provided in the articles or by this chapter.

AB1186,60,14 (2) Contents. The bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that is not inconsistent with applicable law or the articles and, if not stated in the articles, the bylaws shall include all of the following:

AB1186,60,21 (a) A description of the capital structure of the cooperative, including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of member interests, the rights to share in profits or distributions of the cooperative, and the authority to issue member interests and, if applicable, a statement that the board may establish a class or series of member interests, set forth the designation of the class or series, and fix the relative rights and preferences of the class or series.

AB1186,60,24 (b) A provision designating voting and governance rights, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of this chapter.

AB1186,61,4 (c) A statement that patron membership interests with voting power are restricted to one vote for each member regardless of the amount of patron membership interests held in the affairs of the cooperative or a statement describing the allocation of voting power as prescribed in this chapter.

AB1186,61,7 (d) A statement that membership interests held by a member are transferable only with the approval of the board or a statement otherwise describing the manner in which membership interests may be transferred consistent with this chapter.

AB1186,61,15 (e) If nonpatron membership interests are authorized, a statement as to how profits and losses will be allocated and cash will be distributed between patron membership interests collectively and nonpatron membership interests collectively, a statement that net income allocated to patron membership interests as determined by the board in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and a statement that the records of the cooperative shall include the interests of patron membership interests and, if authorized, nonpatron membership interests in any classes of interests and in the reserves.

AB1186,61,19 (f) A statement of the number of directors; the qualifications, manner of election, powers, and duties of directors; and the manner in which any compensation of directors is determined. Provisions included in the bylaws under this paragraph shall be consistent with subch. IV.

AB1186,61,21 (g) A statement of the qualifications of members and any limitations on their number.

AB1186,61,23 (h) A description of the methods of admission, withdrawal, suspension, and expulsion of members.

AB1186,62,2 (i) A general description of members' governance rights and financial rights, assignability of governance and financial rights, and other rights, privileges, and obligations of members and their membership interests, which may be further described in member control agreements.