AB327, s. 75 15Section 75. 181.0401 (2) (a) 3. of the statutes is amended to read:
AB327,48,1716 181.0401 (2) (a) 3. A name reserved or registered under this chapter or ch. 178,
17179, 180, 183 or, 185, or 193.
AB327, s. 76 18Section 76. 181.0401 (2) (a) 7. of the statutes is amended to read:
AB327,48,2019 181.0401 (2) (a) 7. The name of a cooperative association or an unincorporated
20cooperative association
incorporated or authorized to transact business in this state.
AB327, s. 77 21Section 77. 181.0401 (3) (a) of the statutes is amended to read:
AB327,49,222 181.0401 (3) (a) The other corporation or the foreign corporation, limited
23liability company, stock corporation, limited partnership, limited liability
24partnership or, cooperative association , or unincorporated cooperative association
25consents to the use in writing and submits an undertaking in a form satisfactory to

1the department to change its name to a name that is distinguishable upon the records
2of the department from the name of the applicant.
AB327, s. 78 3Section 78. 181.1150 of the statutes is amended to read:
AB327,49,12 4181.1150 Conversion of cooperative. A cooperative or an unincorporated
5cooperative association
organized without capital stock may elect to convert itself to
6a corporation by adopting and filing restated articles of incorporation or organization
7in the manner required under ch. 185 or 193. The restated articles of incorporation
8or organization shall conform to the requirements of s. 181.0202 and shall contain
9a statement that the cooperative or unincorporated cooperative association elects to
10convert itself to a corporation subject to this chapter. The election to become a
11corporation subject to this chapter is effective upon the filing of the restated articles
12of incorporation or organization.
AB327, s. 79 13Section 79. 181.1506 (2) (a) 3. of the statutes is amended to read:
AB327,49,1514 181.1506 (2) (a) 3. A name reserved or registered under this chapter or ch. 178,
15179, 180, 183 or, 185, or 193.
AB327, s. 80 16Section 80. 181.1506 (2) (a) 7. of the statutes is amended to read:
AB327,49,1817 181.1506 (2) (a) 7. The name of a cooperative association or an unincorporated
18cooperative association
incorporated or authorized to transact business in this state.
AB327, s. 81 19Section 81. 181.1506 (3) (a) of the statutes is amended to read:
AB327,49,2520 181.1506 (3) (a) The other foreign corporation or the domestic corporation,
21limited liability company, nonstock corporation, limited partnership, limited
22liability partnership or, cooperative association, or unincorporated cooperative
23association
consents to the use in writing and submits an undertaking in a form
24satisfactory to the department to change its name to a name that is distinguishable
25upon the records of the department from the name of the applicant.
AB327, s. 82
1Section 82. 182.01 (3) (intro.) of the statutes is amended to read:
AB327,50,152 182.01 (3) Name of drafter on documents. (intro.) No articles of
3incorporation, articles of organization, articles of amendment, articles of merger,
4consolidation or share exchange, articles of dissolution, restated articles of
5incorporation, certificate of abandonment, or statement or articles of revocation of
6voluntary dissolution, provided for pursuant to ch. 180, 181, 183, 185 or, 187, or 193;
7no registration statement, amendment of a registration statement, or written notice
8of withdrawal under s. 178.40; and no certificate of limited partnership, certificate
9of amendment, restated certificate of limited partnership or certificate of
10cancellation, provided for pursuant to ch. 179, shall be filed by the department unless
11the name of the individual who, or the governmental agency which, drafted such
12document is printed, typewritten, stamped or written thereon in a legible manner.
13A document complies with this subsection if it contains a statement in the following
14form: "This document was drafted by.... (Name)". This subsection shall not apply to
15a document executed prior to December 1, 1967, or to:
AB327, s. 83 16Section 83. 182.017 (1) of the statutes is amended to read:
AB327,51,717 182.017 (1) Right-of-way for. Any domestic corporation organized to furnish
18telegraph or telecommunications service or transmit heat, power or electric current
19to the public or for public purposes, an independent system operator, as defined in
20s. 196.485 (1) (d), an independent transmission owner, as defined in s. 196.485 (1)
21(dm), or a cooperative association organized under ch. 185 or 193 to furnish telegraph
22or telecommunications service or transmit heat, power or electric current to its
23members, may, subject to ss. 30.44 (3m), 30.45, 86.16 and 196.491 (3) (d) 3m. and to
24reasonable regulations made by any city, village or town through which its
25transmission lines or systems may pass, construct and maintain such lines or

1systems with all necessary appurtenances in, across or beneath any public highway
2or bridge or any stream or body of water, or upon any lands of any owner consenting
3thereto, and for such purpose may acquire lands or the necessary easements; and
4may connect and operate its lines or system with other lines or systems devoted to
5like business, within or without this state, and charge reasonable rates for the
6transmission and delivery of messages or the furnishing of heat, power or electric
7light.
AB327, s. 84 8Section 84. 182.025 (1) of the statutes is amended to read:
AB327,52,99 182.025 (1) Any domestic corporation formed to furnish water, heat, light,
10power, telegraph or telecommunications service or signals by electricity may, subject
11to the provisions of ch. 201 and by an affirmative vote of at least two-thirds of its
12outstanding shares entitled to vote thereon, or any cooperative association organized
13under ch. 185 or 193 to furnish water, heat, light, power, telegraph or
14telecommunications service to its stockholders or members only may, by a vote of a
15majority of a quorum of its stockholders or members present at any regular or special
16meeting held upon due notice as to the purpose of the meeting or when authorized
17by the written consent of the holders of a majority of its capital stock outstanding and
18entitled to vote or of a majority of its members, mortgage or trust deed any or all of
19the property, rights and privileges and franchises that it may then own or thereafter
20acquire, to secure the payment of its bonds or notes to a fixed amount or in amounts
21to be from time to time determined by the board of directors, and may, in and by such
22mortgage or deed of trust, provide for the disposal of any of its property and the
23substitution of other property in its place. Every such mortgage or deed of trust may
24be recorded in the office of the register of deeds of the county in which such
25corporation is located at the time of such recording, and such record shall have the

1same effect as if the instrument were filed in the proper office as a chattel mortgage
2or financing statement, and so remain until satisfied or discharged without any
3further affidavit, continuation statement or proceeding whatever. For this purpose
4the location of such corporation shall be deemed to be: as to a corporation or a
5cooperative association not at the time subject to either s. 180.0501 or, 185.08, or
6193.115 (1),
the location designated in its articles as then in effect; as to a corporation
7subject to s. 180.0501, the location of its registered office; and as to a cooperative
8association subject to s. 185.08 or 193.115 (1), the location of its principal office or
9registered agent as designated thereunder.
AB327, s. 85 10Section 85. 183.0103 (2) (a) of the statutes is amended to read:
AB327,52,1411 183.0103 (2) (a) The name of any other limited liability company, a corporation,
12a nonstock corporation, a limited partnership, a limited liability partnership or, a
13cooperative association, or an unincorporated cooperative association existing under
14the laws of this state.
AB327, s. 86 15Section 86. 183.0103 (2) (b) of the statutes is amended to read:
AB327,52,2016 183.0103 (2) (b) The name of any foreign limited liability company, foreign
17corporation, foreign nonstock corporation, foreign limited partnership, foreign
18limited liability partnership or, foreign cooperative association, or foreign
19unincorporated cooperative association,
or the designated, registered or fictitious
20name under which any such entity is licensed to transact business in this state.
AB327, s. 87 21Section 87. 183.0103 (2) (c) of the statutes is amended to read:
AB327,52,2322 183.0103 (2) (c) Any name reserved or registered under ch. 179, 180, 181 or,
23185, or 193.
AB327, s. 88 24Section 88. 183.0103 (4) (a) of the statutes is amended to read:
AB327,53,6
1183.0103 (4) (a) The other limited liability company, corporation, nonstock
2corporation, limited partnership, limited liability partnership or, cooperative
3association, or unincorporated cooperative association consents to the use in writing
4and submits an undertaking in a form satisfactory to the department to change its
5name to a name that is distinguishable upon the records of the department from the
6name of the applicant.
AB327, s. 89 7Section 89. Chapter 193 of the statutes is created to read:
AB327,53,88 CHAPTER 193
AB327,53,109 Unincorporated Cooperative
10 associations
AB327,53,1111 SUBCHAPTER I
AB327,53,1212 GENERAL PROVISIONS
AB327,53,14 13193.001 Citation. This chapter may be cited as the "Wisconsin Cooperative
14Associations Act."
AB327,53,15 15193.005 Definitions. Unless the context requires otherwise, in this chapter:
AB327,53,18 16(2) "Address" means mailing address and, in the case of a registered address,
17means the mailing address and the actual office location, which may not be a post
18office box.
AB327,53,20 19(2m) "Affiliate," when used in reference to any person, means another person
20who controls, is controlled by, or is under common control with the person.
AB327,53,24 21(3) "Alternative Ballot" means a method of voting, prescribed by the board in
22advance of the vote, that permits a vote to be cast electronically, telephonically, via
23the Internet, or by any similar means which reasonably allows members the
24opportunity to vote.
AB327,53,25 25(3m) "Allocation unit" means a separate business unit of a cooperative.
AB327,54,1
1(4) "Articles" means the articles of organization of a cooperative.
AB327,54,3 2(5) "Association" means an organization conducting business on a cooperative
3plan under the laws of any state.
AB327,54,4 4(6) "Board" means the board of directors of a cooperative.
AB327,54,7 5(7) "Business entity" means a cooperative, corporation, limited liability
6company, association, firm, or partnership operated for profit and organized under
7a law other than a law of this state.
AB327,54,9 8(9) "Cooperative" means an association organized under this chapter
9conducting business on a cooperative plan as provided under this chapter.
AB327,54,10 10(9m) "Department" means the department of financial institutions.
AB327,54,12 11(10) "Domestic business entity" means a business entity organized under the
12laws of this state.
AB327,54,14 13(11m) "Electronic" means relating to technology having electrical, digital,
14magnetic, wireless, optical, electromagnetic, or similar capabilities.
AB327,54,17 15(11p) "Electronic signature" means an electronic sound, symbol, or process,
16attached to or logically associated with a writing and executed or adopted by a person
17with intent to authenticate the writing.
AB327,54,20 18(12) "File with the department" means to deliver to the department a document
19meeting the applicable requirements of this chapter, signed and accompanied by any
20required filing fee.
AB327,54,22 21(13) "Foreign business entity" means a business entity that is organized under
22the laws of another state or the United States.
AB327,54,24 23(14) "Foreign cooperative" means a foreign business entity organized to
24conduct business on a cooperative plan consistent with this chapter or ch. 185.
AB327,55,3
1(15) "Member" means a person reflected on the books of the cooperative as the
2owner of governance rights of a membership interest of the cooperative. The term
3includes patron and nonpatron members.
AB327,55,8 4(16) "Membership interest" means a member's interest in a cooperative,
5consisting of a member's financial rights, a member's right to assign financial rights,
6a member's governance rights, and a member's right to assign governance rights.
7The term includes patron membership interests and nonpatron membership
8interests.
AB327,55,9 9(17) "Members' meeting" means a regular or special members' meeting.
AB327,55,11 10(18) "Nonpatron member" means a member who holds a nonpatron
11membership interest.
AB327,55,14 12(19) "Nonpatron membership interest" means a membership interest that does
13not require the holder to conduct patronage business for or with the cooperative to
14receive financial rights or distributions.
AB327,55,16 15(20) "Patron" means a person or entity who conducts patronage with the
16cooperative.
AB327,55,18 17(21) "Patronage" means transactions or services done for or with a cooperative
18as defined by the cooperative.
AB327,55,19 19(22) "Patron member" means a member holding a patron membership interest.
AB327,55,22 20(23) "Patron membership interest" means a membership interest requiring the
21holder to conduct patronage for or with the cooperative, as specified by the
22cooperative, to receive financial rights or distributions.
AB327,56,2 23(24) "Sign" means to execute or adopt a manual, facsimile, conformed, or
24electronic signature or any symbol with intent to authenticate a writing and, with
25respect to a document required under this chapter to be filed with the department,

1with authority to do so under this chapter and under the articles, bylaws, or a
2resolution approved by the directors or members.
AB327,56,5 3(25) "Writing" means information that is inscribed on a tangible medium or
4that is stored in an electronic or other intangible medium and is retrievable in
5perceivable form.
AB327,56,10 6193.105 Use of term "cooperative" restricted. (1) Use of term
7"cooperative" restricted.
A business entity may not use the term "cooperative" as
8part of its business name or title or represent itself as a cooperative, in this state,
9unless the business entity is a cooperative or foreign cooperative or is organized
10under ch. 185.
AB327,56,13 11(2) Penalty for misuse of term "cooperative." A business entity that violates
12sub. (1) may be fined not more than $250. Each day of improper use constitutes a
13separate offense.
AB327,56,15 14193.111 Filing fees and other requirements. (1) Except as provided
15under sub. (2), the department shall charge and collect for:
AB327,56,1916 (a) Filing articles for a new cooperative, $25, if the new cooperative is organized
17with no capital stock. If the new cooperative is organized with capital stock, the
18department may charge $1.25 for each $1,000 of capital stock, or $25, whichever is
19greater.
AB327,56,2220 (b) Filing an amendment to or restatement of the articles or articles of
21consolidation or division, $25, except that no fee may be collected for any of the
22following:
AB327,56,2523 1. An amendment showing only a change of address resulting from the action
24of a governmental agency if there is no corresponding change in physical location and
25if 2 copies of the notice of the action are submitted to the department.
AB327,57,2
12. An amendment or statement filed to reflect only a change in the name of a
2registered agent.
AB327,57,33 (c) Filing articles of merger, $30.
AB327,57,44 (d) Filing articles or decree of dissolution, $5.
AB327,57,75 (e) Receiving service of any process, notice, or demand, authorized to be served
6on the department by this chapter, an amount equal to the fee established under s.
7182.01 (4) (c).
AB327,57,88 (g) Filing a report of names and addresses of officers or directors, $3.
AB327,57,119 (h) Processing in an expeditious manner a document required or permitted to
10be filed or recorded under this chapter, an amount equal to the fee established under
11s. 182.01 (4) (d), in addition to the fee required by other provisions of this chapter.
AB327,57,13 12(2) The department, by rule, may specify a larger fee for filing documents
13described in sub. (1) in paper format.
AB327,57,15 14(3) No document may be filed or recorded until all fees for the document have
15been paid.
AB327,57,19 16(4) The department shall endorse on any document filed with the department
17the word "filed" or a similar word determined by the department and the month, day,
18and year of filing, record the document in the office of the department, and return
19the document to the person or entity who delivered it for filing.
AB327,57,22 20193.115 Registered office and agent. (1) Registered office and agent
21required.
A cooperative shall establish and continuously maintain in this state all
22of the following:
AB327,57,2423 (a) A registered office which may be, but need not be, the same as the
24cooperative's place of business.
AB327,58,4
1(b) A registered agent, which agent may be an individual resident of this state
2whose business office is identical to the registered office, a domestic business entity,
3or a foreign business entity authorized to transact business in this state, having an
4office identical to the registered office.
AB327,58,8 5(2) Designation of initial office and agent. The organizers of a cooperative
6shall designate the cooperative's initial registered office and agent by filing with the
7department, along with the original articles of organization under s. 193.215 (1), a
8statement setting forth all of the following:
AB327,58,99 (a) The name of the cooperative.
AB327,58,1010 (b) The address of its registered office.
AB327,58,1111 (c) The name of its registered agent.
AB327,58,1312 (d) That the address of its registered office and the address of the business office
13of its registered agent are identical.
AB327,58,16 14(2m) Change of office and agent. Except as provided in sub. (5), a cooperative
15may change its registered office or agent by filing with the department a statement
16setting forth all of the following:
AB327,58,1717 (a) The name of the cooperative.
AB327,58,1818 (b) The address of its then registered office.
AB327,58,2019 (c) If the address of its registered office is to be changed, the address to which
20the registered office is to be changed.
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