Under the bill, all of the following occur when a merger or consolidation takes
effect:
1) All business entities that are party to the merger or consolidation become
the business entity surviving the merger or consolidation, as designated in the plan,
and the separate existence of every business entity that is party to the merger or
consolidation, except the business entity surviving the merger or consolidation,
ceases.
2) The title to all property owned by each business entity that is party to the
merger or consolidation is vested in the surviving business entity without reversion
or impairment.
3) If, under the laws applicable to a business entity that is a party to the merger
or consolidation, other than taxation laws, one or more of the owners thereof is liable
for the debts and obligations of such business entity, such owner or owners shall
continue to be liable for the debts and obligations of the business entity, but only for
such debts and obligations accrued during the period or periods in which such laws
are applicable to such owner or owners.
4) If, under the laws applicable to the surviving business entity other than
taxation laws, one or more of the owners thereof is liable for the debts and obligations
of such business entity, the owner or owners of a business entity that is party to the
merger, other than the surviving business entity, who become subject to such laws
shall be liable for the debts and obligations of the surviving business entity to the
extent provided in such laws, but only for such debts and obligations accrued after
the merger or consolidation.
5) The surviving business entity has all liabilities of each business entity that
is party to the merger or consolidation.
6) A civil, criminal, administrative, or investigatory proceeding pending by or
against any business entity that is a party to the merger or consolidation may be
continued as if the merger or consolidation did not occur, or the surviving business
entity may be substituted in the proceeding for the business entity whose existence
ceased.
7) The articles or other similar governing document of the surviving business
entity shall be amended to the extent provided in the plan.
8) The interests of each business entity that is party to the merger that are to
be converted into shares, interests, obligations, or other securities of the surviving
business entity or any other business entity or into cash or other property are
converted, and the former holders of the interests are entitled only to the rights
provided in the articles of merger or consolidation or to their dissenters' rights under
applicable law.
The bill also includes a procedure that a UCA may follow to abandon a merger
before it takes effect.

Dissolution
Voluntary dissolution
The bill creates a procedure by which a UCA may voluntarily dissolve. In order
for a voluntary dissolution to be initiated, a notice of intent to dissolve must be
approved by the affirmative vote of the members. The board must then file the notice
with DFI; collect, or make provision for the collection of, all unpaid subscriptions for
shares and all other debts owing to the UCA; and pay, or make provision for the
payment of, all debts, obligations, and liabilities of the UCA. After a notice is filed,
the board may lease or dispose of all or substantially all of the property and assets
of the UCA without a vote of the members.
Any property of the UCA remaining after discharge of the UCA's debts,
obligations, and liabilities may be distributed to the members and former members
as provided in the bylaws. If authorized by the members, the UCA's property may
be liquidated and disposed of at the discretion of the board. The bill allows certain
unclaimed assets to be forfeited to the UCA. After the board has provided for
payment of all debts, obligations, and liabilities of the UCA and the remaining
property of the UCA has been distributed or otherwise legally disposed of, the board
must file articles of dissolution with DFI, at which time the UCA is dissolved.
The bill provides a procedure by which dissolution proceedings may be revoked
before the articles of dissolution are filed. The bill also provides for court-supervised
voluntary dissolution in certain circumstances.
Involuntary dissolution
The bill allows member, creditors, and the attorney general, in certain
circumstances, to sue to dissolve a UCA. Under the bill, a member may bring an
action against a UCA 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 deadlocked in the management of the UCA's affairs and the members are
unable to break the deadlock.
2) The directors or those in control of the UCA have acted fraudulently, illegally,
or in a manner unfairly prejudicial toward one or more members in their capacities
as members, directors, or officers.
3) For a period that includes the time when two consecutive regular members'
meetings were held, the members failed to elect successors to directors whose terms
expired or would have expired upon the election and qualification of their successors.
4) The UCA's assets are being misapplied or wasted.
5) The UCA's period of duration as provided in the articles has expired and has
not been lawfully extended.
A creditor may bring an action against a UCA for dissolution, liquidation, and
equitable relief if the creditor has obtained a money judgment against the UCA and
an execution on that judgment has been returned unsatisfied or the UCA has
admitted in writing that a claim of the creditor against the UCA is due and owing
and that the UCA is unable to pay its debts in the ordinary course of business.
After giving a UCA 30 days to make a correction, the attorney general may
bring an action against a UCA for dissolution and liquidation, and for equitable relief

for persons other than the attorney general, if the articles and certificate of
organization of the UCA were procured through fraud; the UCA was organized for
a purpose prohibited by state law or not permitted under the law governing the UCA;
the UCA has knowingly violated a law governing the UCA, with intentional
disregard of the harm which the law is intended to avert; the UCA has violated more
than once a law governing the UCA or has violated more than one law governing the
UCA; or the actions of the UCA, or its failure to act, constitutes surrender or
abandonment of the business of the UCA.
The bill specifies procedures, including the appointment of a receiver, that
apply to involuntary dissolution proceedings (the procedures also apply to
court-supervised voluntary dissolution proceedings). In addition, the bill requires
the court, in determining whether to order a remedy in an involuntary dissolution
proceeding to consider the financial condition of the UCA. The court may not refuse
to order a remedy solely on the ground that the UCA has accumulated operating
profits or current operating profits. The court must also consider whether relief,
other than dissolution, suggested by one or more parties would permanently remedy
the cause of the action. If the court finds that a party to an involuntary dissolution
proceeding has acted arbitrarily, vexatiously, or in bad faith, the court may award
reasonable expenses, including attorney fees and disbursements, to any of the other
parties.
With certain exceptions, the bill prohibits any creditor or claimant who does not
file a claim or bring an action during the pendency of dissolution proceedings or who
has not brought an action before the commencement of dissolution proceedings, and
all those claiming through or under the creditor or claimant, from bringing an action
to collect on that claim or otherwise enforcing it.
Other provisions
Administration
The bill specifies UCA filing fees and permits DFI to assess a larger fee by rule
for documents filed in paper format. Also, if a UCA makes an erroneous filing, DFI
may revoke and expunge the filing and authorize a curative filing. Under the bill,
DFI must charge a $500 fee for any such curative filing.
Statutory references
The bill makes numerous changes to the statutes to incorporate references to
UCA's in provisions that currently refer to cooperatives.
Because this bill creates a new crime or revises a penalty for an existing crime,
the Joint Review Committee on Criminal Penalties may be requested to prepare a
report concerning the proposed penalty and the costs or savings that are likely to
result if the bill is enacted.

For further information see the state fiscal estimate, which will be printed as
an appendix to this bill.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
AB1186, s. 1 1Section 1. 11.29 (1) of the statutes is amended to read:
AB1186,24,102 11.29 (1) Nothing in this chapter restricts any corporation, cooperative,
3unincorporated cooperative association,
or voluntary association other than a
4political party or personal campaign committee from making disbursements for the
5purpose of communicating only with its members, shareholders or subscribers to the
6exclusion of all other persons, with respect to endorsements of candidates, positions
7on a referendum or explanation of its views or interests, without reporting such
8activity. No such corporation, cooperative, or voluntary association may solicit
9contributions from persons who are not members, shareholders or subscribers to be
10used for such purposes.
AB1186, s. 2 11Section 2. 11.29 (4) of the statutes is amended to read:
AB1186,24,1612 11.29 (4) For purposes of this section, the members of a local or regional
13cooperative or unincorporated cooperative association are deemed to be members of
14a state cooperative or unincorporated cooperative association if the local or regional
15cooperative or unincorporated cooperative association is a member of the state
16cooperative or unincorporated cooperative association.
AB1186, s. 3 17Section 3. 11.38 (1) (a) 1. of the statutes is amended to read:
AB1186,25,218 11.38 (1) (a) 1. No foreign or domestic corporation, or association organized
19under ch. 185 or 193, may make any contribution or disbursement, directly or
20indirectly, either independently or through any political party, committee, group,

1candidate or individual for any purpose other than to promote or defeat a
2referendum.
AB1186, s. 4 3Section 4. 11.38 (2) (b) of the statutes is amended to read:
AB1186,25,84 11.38 (2) (b) This section does not prohibit the publication of periodicals by a
5corporation or, a cooperative, or an unincorporated cooperative association in the
6regular course of its affairs which advise the members, shareholders or subscribers
7of the disadvantages or advantages to their interests of the election to office of
8persons espousing certain measures, without reporting such activity.
AB1186, s. 5 9Section 5. 11.38 (8) (a) of the statutes is amended to read:
AB1186,25,1310 11.38 (8) (a) A corporation or association organized under ch. 185 or 193 which
11accepts contributions or makes disbursements for the purpose of influencing the
12outcome of a referendum is a political group and shall comply with s. 11.23 and other
13applicable provisions of this chapter.
AB1186, s. 6 14Section 6 . 11.38 (8) (b) of the statutes, as affected by 2005 Wisconsin Act 177,
15is amended to read:
AB1186,26,216 11.38 (8) (b) Except as authorized in s. 11.05 (12) (b) and (13), prior to making
17any disbursement on behalf of a political group which is promoting or opposing a
18particular vote at a referendum and prior to accepting any contribution or making
19any disbursement to promote or oppose a particular vote at a referendum, a
20corporation or association organized under ch. 185 or 193 shall register with the
21appropriate filing officer specified in s. 11.02 and appoint a treasurer. The
22registration form of the corporation or association under s. 11.05 shall designate an
23account separate from all other corporation or association accounts as a campaign
24depository account, through which all moneys received or expended for the adoption

1or rejection of the referendum shall pass. The corporation or association shall file
2periodic reports under s. 11.20 providing the information required under s. 11.06 (1).
AB1186, s. 7 3Section 7. 13.94 (4) (a) 1. of the statutes is amended to read:
AB1186,26,184 13.94 (4) (a) 1. Every state department, board, examining board, affiliated
5credentialing board, commission, independent agency, council or office in the
6executive branch of state government; all bodies created by the legislature in the
7legislative or judicial branch of state government; any public body corporate and
8politic created by the legislature including specifically the Fox River Navigational
9System Authority, a professional baseball park district, a local professional football
10stadium district, a local cultural arts district and a family care district under s.
1146.2895; every Wisconsin works agency under subch. III of ch. 49; every provider of
12medical assistance under subch. IV of ch. 49; technical college district boards;
13development zones designated under s. 560.71; every county department under s.
1451.42 or 51.437; every nonprofit corporation or cooperative or unincorporated
15cooperative association
to which moneys are specifically appropriated by state law;
16and every corporation, institution, association or other organization which receives
17more than 50% of its annual budget from appropriations made by state law, including
18subgrantee or subcontractor recipients of such funds.
AB1186, s. 8 19Section 8. 15.155 (4) (b) of the statutes is amended to read:
AB1186,26,2420 15.155 (4) (b) Members of the rural economic development board appointed
21under par. (a) 5. shall have experience operating a business located in a rural
22municipality, as defined in s. 560.17 (1) (d). At least one member shall have
23experience operating a cooperative or unincorporated cooperative association
24located in a rural municipality, as defined in s. 560.17 (1) (d).
AB1186, s. 9 25Section 9. 25.17 (3) (dg) 1. of the statutes is amended to read:
AB1186,27,8
125.17 (3) (dg) 1. Direct obligations of the United States and of agencies of and
2corporations wholly owned by the United States, and direct obligations of federal
3land banks, federal home loan banks, central bank for cooperatives and banks for
4cooperatives or unincorporated cooperative associations, international bank for
5reconstruction and development, the international finance corporation,
6inter-American development bank, African development bank and Asian
7development bank, in each case maturing within one year or less from the date of
8investment.
AB1186, s. 12m 9Section 12m. 28.02 (4) (b) 5. of the statutes is amended to read:
AB1186,27,1410 28.02 (4) (b) 5. To public utilities and cooperative associations, cooperatives
11organized under ch. 185 to furnish gas, light, heat, power, or water to their members,
12and to telecommunications cooperatives formed under ch. 185 or 193
when needed
13for power and telecommunications substations, transformers, booster stations and
14similar installations.
AB1186, s. 10 15Section 10. 30.40 (9) of the statutes is amended to read:
AB1186,27,2016 30.40 (9) "Person" means a natural person, corporation, limited liability
17company, partnership, association, cooperative, unincorporated cooperative
18association,
municipality or other local governmental unit, private or public utility,
19municipal power district, estate or trust, the United States, a federal agency, the
20state of Wisconsin or a state agency.
AB1186, s. 11 21Section 11. 32.22 (12) (a) (intro.) of the statutes is amended to read:
AB1186,28,422 32.22 (12) (a) (intro.) Nothing in this section requires the municipality to
23rehabilitate a residential building, if it appears at any time that total cost of
24rehabilitation, including structural repairs and alterations, exceeds 80% of the
25estimated fair market value of the building when rehabilitation is complete. If the

1municipality determines under this paragraph not to rehabilitate a residential
2building condemned under this section, the municipality shall sell the building to
3any corporation organized under ch. 181 that is a nonprofit corporation, as defined
4in s. 181.0103 (17), or any cooperative organized under ch. 185 or 193 which:
AB1186, s. 12 5Section 12. 36.56 (1) of the statutes is amended to read:
AB1186,28,116 36.56 (1) From the appropriation under s. 20.285 (1) (qm), the center for
7cooperatives under s. 36.11 (40) may award grants to persons to form forestry
8cooperatives under ch. 185 or 193 that consist primarily of private, nonindustrial
9owners of woodland. A grant recipient shall provide matching funds equal to 50%
10of the grant amount awarded. The match may be in the form of money or in-kind
11services or both, but may not include money received from the state.
AB1186, s. 13 12Section 13. 46.037 (1) of the statutes is amended to read:
AB1186,28,1613 46.037 (1) Subject to sub. (1m), each residential child care center and each
14group home, as defined in s. 48.02 (7), that is licensed under s. 48.625 and
15incorporated under ch. 180, 181 or, 185, or 193 shall establish a per client rate for its
16services and shall charge all purchasers the same rate.
AB1186, s. 14 17Section 14. 49.45 (21) (d) of the statutes is amended to read:
AB1186,28,1918 49.45 (21) (d) This subsection supersedes any provision of chs. 180, 181 and,
19185, and 193.
AB1186, s. 15 20Section 15. 49.455 (4) (d) 1. of the statutes is amended to read:
AB1186,28,2421 49.455 (4) (d) 1. The community spouse's expenses for rent or mortgage
22principal and interest, taxes and insurance for his or her principal residence and, if
23the community spouse lives in a condominium or, a cooperative, or an unincorporated
24cooperative association,
any required maintenance charge.
AB1186, s. 16 25Section 16. 49.455 (4) (d) 2. of the statutes is amended to read:
AB1186,29,5
149.455 (4) (d) 2. The standard utility allowance established under 7 USC 2014
2(e), except that if the community spouse lives in a condominium or, a cooperative, or
3an unincorporated cooperative association
for which the maintenance charge
4includes utility expenses, the standard utility allowance under 7 USC 2014 (e) is
5reduced by the amount of the utility expenses included in the maintenance charge.
AB1186, s. 17 6Section 17. 50.90 (2) of the statutes is amended to read:
AB1186,29,107 50.90 (2) "Organization" means a public agency, as defined in s. 46.856 (1) (b),
8a nonprofit corporation, a for-profit stock corporation, a cooperative, an
9unincorporated cooperative association,
a partnership, a limited liability company
10or a sole proprietorship.
AB1186, s. 18 11Section 18. 59.43 (2) (ag) 1. of the statutes, as affected by 2005 Wisconsin Act
1225
, is amended to read:
AB1186,29,1613 59.43 (2) (ag) 1. Subject to s. 59.72 (5), for recording any instrument entitled
14to be recorded in the office of the register of deeds, $11 for the first page and $2 for
15each additional page, except that no fee may be collected for recording a change of
16address that is exempt from a filing fee under s. 185.83 (1) (b) or 193.111 (1) (b).
AB1186, s. 19 17Section 19. 62.237 (1) (b) of the statutes is amended to read:
AB1186,29,2018 62.237 (1) (b) "Dwelling" means any structure used or intended to be used for
19habitation with up to 2 separate units certified for occupancy by the city. "Dwelling"
20also means any housing cooperative incorporated under ch. 185 or 193.
AB1186, s. 20 21Section 20. 66.0425 (6) of the statutes is amended to read:
AB1186,30,622 66.0425 (6) Subsections (1) to (5) do not apply to telecommunications carriers,
23as defined in s. 196.01 (8m), telecommunications utilities, as defined in s. 196.01 (10),
24alternative telecommunications utilities, as defined in s. 196.01 (1d), public service
25corporations, or to cooperative associations cooperatives organized under ch. 185 to

1render or furnish telecommunication service, gas, light, heat, or power, or to
2cooperatives organized under ch. 185 or 193 to render or furnish telecommunications
3service,
but the carriers, utilities, corporations and associations shall secure a permit
4from the proper official for temporary obstructions or excavations in a highway and
5are liable for all injuries to person or property caused by the obstructions or
6excavations.
AB1186, s. 21 7Section 21. 66.0807 (1) of the statutes is amended to read:
AB1186,30,108 66.0807 (1) In this section, "privately owned public utility" includes a
9cooperative association organized under ch. 185 or 193 for the purpose of producing
10or furnishing utility service to its members only.
AB1186, s. 22 11Section 22. 66.0825 (3) (f) of the statutes is amended to read:
AB1186,30,1512 66.0825 (3) (f) "Person" means a natural person, a public agency, a cooperative,
13an unincorporated cooperative association,
or a private corporation, limited liability
14company, association, firm, partnership, or business trust of any nature, organized
15and existing under the laws of any state or of the United States.
AB1186, s. 23 16Section 23. 71.63 (6) (b) 4. of the statutes is amended to read:
AB1186,31,417 71.63 (6) (b) 4. In the employ of the operator of a farm in handling, planting,
18drying, packaging, processing, freezing, grading, storing or delivering to storage or
19to market or to a carrier for transportation to market, in its unmanufactured state,
20any agricultural or horticultural commodity, but only if such operator produced more
21than one-half of the commodity with respect to which such service was performed,
22or in the employ of a group of operators of farms (, other than a cooperative
23organization or an unincorporated cooperative association ), in the performance of
24such services, but only if such operators produced all of the commodity with respect
25to which such service is performed, but the provisions of this subdivision shall not

1be deemed to be applicable with respect to service performed in connection with
2commercial canning or commercial freezing or in connection with any agricultural
3or horticultural commodity after its delivery to a terminal market for distribution or
4consumption;
AB1186, s. 24 5Section 24. 77.51 (10) of the statutes is amended to read:
AB1186,31,146 77.51 (10) "Person" includes any natural person, firm, partnership, limited
7liability company, joint venture, joint stock company, association, public or private
8corporation, the United States, the state, including any unit or division of the state,
9any county, city, village, town, municipal utility, municipal power district or other
10governmental unit, cooperative, unincorporated cooperative association, estate,
11trust, receiver, personal representative, any other fiduciary, and any representative
12appointed by order of any court or otherwise acting on behalf of others. "Person" also
13includes the owner of a single-owner entity that is disregarded as a separate entity
14under ch. 71.
AB1186, s. 25 15Section 25. 77.53 (17r) (f) of the statutes is amended to read:
AB1186,31,2116 77.53 (17r) (f) If the owner or lessee is an estate, a trust or, a cooperative, or
17an unincorporated cooperative association
; that estate, that trust and its grantor or
18that cooperative or association does not have real property or other tangible personal
19property; except aircraft and such property as hangars, accessories, attachments,
20fuel and parts required for operation of aircraft; in this state at the time the aircraft
21is registered in this state.
AB1186, s. 26 22Section 26. 91.19 (6) of the statutes is amended to read:
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