AB327: Bill Text

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.

AB327,58,21 (d) The name of its then registered agent.

AB327,58,23 (e) If its registered agent is to be changed, the name of its successor registered agent.

AB327,58,25 (f) That the address of its registered office and the address of the business office of its registered agent, as changed, will be identical.

AB327,59,2 (g) That any change was authorized by affirmative vote of a majority of the board.

AB327,59,9 (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.

AB327,59,15 (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.

AB327,59,22 (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.

AB327,60,2 193.121 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.

AB327,60,4 Subchapter ii organization

AB327,60,7 193.201 Organizational purpose. A cooperative may be formed and organized on a cooperative plan for patrons as provided under this chapter for any of the following purposes:

AB327,60,12 (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.

AB327,60,13 (2) To provide products, supplies, and services to its members.

AB327,60,14 (3) To accomplish any other lawful purpose.

AB327,60,18 193.205 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.

AB327,60,22 (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.

AB327,61,7 (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.

AB327,61,12 193.211 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.

AB327,61,16 (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.

AB327,61,21 193.215 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.

AB327,61,22 (2) Content of articles. (a) The articles shall state all of the following:

AB327,61,23 1. The name of the cooperative.

AB327,61,24 2. The purpose of the cooperative.