AB327: Bill Text

AB327, s. 75 Section 75. 181.0401 (2) (a) 3. of the statutes is amended to read:

AB327,48,17 181.0401 (2) (a) 3. A name reserved or registered under this chapter or ch. 178, 179, 180, 183 or, 185, or 193.

AB327, s. 76 Section 76. 181.0401 (2) (a) 7. of the statutes is amended to read:

AB327,48,20 181.0401 (2) (a) 7. The name of a cooperative association or an unincorporated cooperative association incorporated or authorized to transact business in this state.

AB327, s. 77 Section 77. 181.0401 (3) (a) of the statutes is amended to read:

AB327,49,2 181.0401 (3) (a) The other corporation or the foreign corporation, limited liability company, stock corporation, limited partnership, limited liability partnership or, cooperative association , or unincorporated cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

AB327, s. 78 Section 78. 181.1150 of the statutes is amended to read:

AB327,49,12 181.1150 Conversion of cooperative. A cooperative or an unincorporated cooperative association organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation or organization in the manner required under ch. 185 or 193. The restated articles of incorporation or organization shall conform to the requirements of s. 181.0202 and shall contain a statement that the cooperative or unincorporated cooperative association elects to convert itself to a corporation subject to this chapter. The election to become a corporation subject to this chapter is effective upon the filing of the restated articles of incorporation or organization.

AB327, s. 79 Section 79. 181.1506 (2) (a) 3. of the statutes is amended to read:

AB327,49,15 181.1506 (2) (a) 3. A name reserved or registered under this chapter or ch. 178, 179, 180, 183 or, 185, or 193.

AB327, s. 80 Section 80. 181.1506 (2) (a) 7. of the statutes is amended to read:

AB327,49,18 181.1506 (2) (a) 7. The name of a cooperative association or an unincorporated cooperative association incorporated or authorized to transact business in this state.

AB327, s. 81 Section 81. 181.1506 (3) (a) of the statutes is amended to read:

AB327,49,25 181.1506 (3) (a) The other foreign corporation or the domestic corporation, limited liability company, nonstock corporation, limited partnership, limited liability partnership or, cooperative association, or unincorporated cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

AB327, s. 82 Section 82. 182.01 (3) (intro.) of the statutes is amended to read:

AB327,50,15 182.01 (3) Name of drafter on documents. (intro.) No articles of incorporation, articles of organization, articles of amendment, articles of merger, consolidation or share exchange, articles of dissolution, restated articles of incorporation, certificate of abandonment, or statement or articles of revocation of voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185 or, 187, or 193; no registration statement, amendment of a registration statement, or written notice of withdrawal under s. 178.40; and no certificate of limited partnership, certificate of amendment, restated certificate of limited partnership or certificate of cancellation, provided for pursuant to ch. 179, shall be filed by the department unless the name of the individual who, or the governmental agency which, drafted such document is printed, typewritten, stamped or written thereon in a legible manner. A document complies with this subsection if it contains a statement in the following form: "This document was drafted by.... (Name)". This subsection shall not apply to a document executed prior to December 1, 1967, or to:

AB327, s. 83 Section 83. 182.017 (1) of the statutes is amended to read:

AB327,51,7 182.017 (1) Right-of-way for. Any domestic corporation organized to furnish telegraph or telecommunications service or transmit heat, power or electric current to the public or for public purposes, an independent system operator, as defined in s. 196.485 (1) (d), an independent transmission owner, as defined in s. 196.485 (1) (dm), or a cooperative association organized under ch. 185 or 193 to furnish telegraph or telecommunications service or transmit heat, power or electric current to its members, may, subject to ss. 30.44 (3m), 30.45, 86.16 and 196.491 (3) (d) 3m. and to reasonable regulations made by any city, village or town through which its transmission lines or systems may pass, construct and maintain such lines or systems with all necessary appurtenances in, across or beneath any public highway or bridge or any stream or body of water, or upon any lands of any owner consenting thereto, and for such purpose may acquire lands or the necessary easements; and may connect and operate its lines or system with other lines or systems devoted to like business, within or without this state, and charge reasonable rates for the transmission and delivery of messages or the furnishing of heat, power or electric light.

AB327, s. 84 Section 84. 182.025 (1) of the statutes is amended to read:

AB327,52,9 182.025 (1) Any domestic corporation formed to furnish water, heat, light, power, telegraph or telecommunications service or signals by electricity may, subject to the provisions of ch. 201 and by an affirmative vote of at least two-thirds of its outstanding shares entitled to vote thereon, or any cooperative association organized under ch. 185 or 193 to furnish water, heat, light, power, telegraph or telecommunications service to its stockholders or members only may, by a vote of a majority of a quorum of its stockholders or members present at any regular or special meeting held upon due notice as to the purpose of the meeting or when authorized by the written consent of the holders of a majority of its capital stock outstanding and entitled to vote or of a majority of its members, mortgage or trust deed any or all of the property, rights and privileges and franchises that it may then own or thereafter acquire, to secure the payment of its bonds or notes to a fixed amount or in amounts to be from time to time determined by the board of directors, and may, in and by such mortgage or deed of trust, provide for the disposal of any of its property and the substitution of other property in its place. Every such mortgage or deed of trust may be recorded in the office of the register of deeds of the county in which such corporation is located at the time of such recording, and such record shall have the same effect as if the instrument were filed in the proper office as a chattel mortgage or financing statement, and so remain until satisfied or discharged without any further affidavit, continuation statement or proceeding whatever. For this purpose the location of such corporation shall be deemed to be: as to a corporation or a cooperative association not at the time subject to either s. 180.0501 or, 185.08, or 193.115 (1), the location designated in its articles as then in effect; as to a corporation subject to s. 180.0501, the location of its registered office; and as to a cooperative association subject to s. 185.08 or 193.115 (1), the location of its principal office or registered agent as designated thereunder.

AB327, s. 85 Section 85. 183.0103 (2) (a) of the statutes is amended to read:

AB327,52,14 183.0103 (2) (a) The name of any other limited liability company, a corporation, a nonstock corporation, a limited partnership, a limited liability partnership or, a cooperative association, or an unincorporated cooperative association existing under the laws of this state.

AB327, s. 86 Section 86. 183.0103 (2) (b) of the statutes is amended to read:

AB327,52,20 183.0103 (2) (b) The name of any foreign limited liability company, foreign corporation, foreign nonstock corporation, foreign limited partnership, foreign limited liability partnership or, foreign cooperative association, or foreign unincorporated cooperative association, or the designated, registered or fictitious name under which any such entity is licensed to transact business in this state.

AB327, s. 87 Section 87. 183.0103 (2) (c) of the statutes is amended to read:

AB327,52,23 183.0103 (2) (c) Any name reserved or registered under ch. 179, 180, 181 or, 185, or 193.

AB327, s. 88 Section 88. 183.0103 (4) (a) of the statutes is amended to read:

AB327,53,6 183.0103 (4) (a) The other limited liability company, corporation, nonstock corporation, limited partnership, limited liability partnership or, cooperative association, or unincorporated cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.

AB327, s. 89 Section 89. Chapter 193 of the statutes is created to read:

AB327,53,8 CHAPTER 193

AB327,53,10 Unincorporated Cooperative associations

AB327,53,11 SUBCHAPTER I

AB327,53,12 GENERAL PROVISIONS

AB327,53,14 193.001 Citation. This chapter may be cited as the "Wisconsin Cooperative Associations Act."

AB327,53,15 193.005 Definitions. Unless the context requires otherwise, in this chapter:

AB327,53,18 (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.

AB327,53,20 (2m) "Affiliate," when used in reference to any person, means another person who controls, is controlled by, or is under common control with the person.

AB327,53,24 (3) "Alternative Ballot" means a method of voting, prescribed by the board in advance of the vote, that permits a vote to be cast electronically, telephonically, via the Internet, or by any similar means which reasonably allows members the opportunity to vote.

AB327,53,25 (3m) "Allocation unit" means a separate business unit of a cooperative.

AB327,54,1 (4) "Articles" means the articles of organization of a cooperative.

AB327,54,3 (5) "Association" means an organization conducting business on a cooperative plan under the laws of any state.

AB327,54,4 (6) "Board" means the board of directors of a cooperative.

AB327,54,7 (7) "Business entity" means a cooperative, corporation, limited liability company, association, firm, or partnership operated for profit and organized under a law other than a law of this state.

AB327,54,9 (9) "Cooperative" means an association organized under this chapter conducting business on a cooperative plan as provided under this chapter.

AB327,54,10 (9m) "Department" means the department of financial institutions.

AB327,54,12 (10) "Domestic business entity" means a business entity organized under the laws of this state.

AB327,54,14 (11m) "Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

AB327,54,17 (11p) "Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.

AB327,54,20 (12) "File with the department" means to deliver to the department a document meeting the applicable requirements of this chapter, signed and accompanied by any required filing fee.

AB327,54,22 (13) "Foreign business entity" means a business entity that is organized under the laws of another state or the United States.

AB327,54,24 (14) "Foreign cooperative" means a foreign business entity organized to conduct business on a cooperative plan consistent with this chapter or ch. 185.

AB327,55,3 (15) "Member" means a person reflected on the books of the cooperative as the owner of governance rights of a membership interest of the cooperative. The term includes patron and nonpatron members.

AB327,55,8 (16) "Membership interest" means a member's interest in a cooperative, consisting of a member's financial rights, a member's right to assign financial rights, a member's governance rights, and a member's right to assign governance rights. The term includes patron membership interests and nonpatron membership interests.

AB327,55,9 (17) "Members' meeting" means a regular or special members' meeting.

AB327,55,11 (18) "Nonpatron member" means a member who holds a nonpatron membership interest.

AB327,55,14 (19) "Nonpatron membership interest" means a membership interest that does not require the holder to conduct patronage business for or with the cooperative to receive financial rights or distributions.

AB327,55,16 (20) "Patron" means a person or entity who conducts patronage with the cooperative.

AB327,55,18 (21) "Patronage" means transactions or services done for or with a cooperative as defined by the cooperative.

AB327,55,19 (22) "Patron member" means a member holding a patron membership interest.

AB327,55,22 (23) "Patron membership interest" means a membership interest requiring the holder to conduct patronage for or with the cooperative, as specified by the cooperative, to receive financial rights or distributions.

AB327,56,2 (24) "Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing and, with respect to a document required under this chapter to be filed with the department, with authority to do so under this chapter and under the articles, bylaws, or a resolution approved by the directors or members.

AB327,56,5 (25) "Writing" means information that is inscribed on a tangible medium or that is stored in an electronic or other intangible medium and is retrievable in perceivable form.

AB327,56,10 193.105 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.

AB327,56,13 (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.

AB327,56,15 193.111 Filing fees and other requirements. (1) Except as provided under sub. (2), the department shall charge and collect for:

AB327,56,19 (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.

AB327,56,22 (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:

AB327,56,25 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.

AB327,57,2 2. An amendment or statement filed to reflect only a change in the name of a registered agent.

AB327,57,3 (c) Filing articles of merger, $30.

AB327,57,4 (d) Filing articles or decree of dissolution, $5.

AB327,57,7 (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).

AB327,57,8 (g) Filing a report of names and addresses of officers or directors, $3.

AB327,57,11 (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.

AB327,57,13 (2) The department, by rule, may specify a larger fee for filing documents described in sub. (1) in paper format.

AB327,57,15 (3) No document may be filed or recorded until all fees for the document have been paid.

AB327,57,19 (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.

AB327,57,22 193.115 Registered office and agent. (1) Registered office and agent required. A cooperative shall establish and continuously maintain in this state all of the following:

AB327,57,24 (a) A registered office which may be, but need not be, the same as the cooperative's place of business.

AB327,58,4 (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.

AB327,58,8 (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:

AB327,58,9 (a) The name of the cooperative.

AB327,58,10 (b) The address of its registered office.

AB327,58,11 (c) The name of its registered agent.

AB327,58,13 (d) That the address of its registered office and the address of the business office of its registered agent are identical.

AB327,58,16 (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:

AB327,58,17 (a) The name of the cooperative.

AB327,58,18 (b) The address of its then registered office.

AB327,58,20 (c) If the address of its registered office is to be changed, the address to which the registered office is to be changed.