AB327: Bill Text

AB327,103,2 (f) The right to copy records under par. (a) includes, if reasonable, the right to receive copies from the cooperative. The cooperative may impose a reasonable charge for copies of any records provided to the member. The charge may not exceed the estimated cost of production and reproduction of the records. Any copies made by the member shall be made at the member's expense.

AB327,103,14 (g) If a cooperative refuses to allow a person to inspect or copy records that the person is entitled to inspect or copy under par. (a) within any time period prescribed under par. (e) or, if none, within a reasonable time, the person may petition the circuit court for the county where the cooperative's principal office is located or, if it has no principal office in this state, for the county in which the cooperative's registered office is located, for an order compelling the cooperative to permit the inspection or copying. A court that issues an order under this paragraph may impose reasonable restrictions on the use or distribution of the records by the person. A court that issues an order under this paragraph may do any of the following, unless the cooperative proves that it refused inspection or copying in good faith because it had a reasonable basis for doubt about the right of the person to inspect or copy the records under par. (a):

AB327,103,16 1. Order the cooperative to pay the person's reasonable costs in obtaining the order, including reasonable attorney fees.

AB327,103,18 2. Order the cooperative to pay the person for any damages the person incurred by reason of the cooperative's refusal to permit inspection or copying.

AB327,103,20 3. Order the cooperative to pay the member's inspection and copying expenses, notwithstanding par. (f).

AB327,103,22 5. Impose reasonable restrictions on the use or distribution of the records by the person.

AB327,104,2 193.505 Member liability. A person is not personally liable for the acts, debts, liabilities, or obligations of a cooperative merely because of the person's status as a member. A member is liable for any unpaid subscription for the member's membership interest, unpaid membership fees, or any debt for which the member has separately contracted with the cooperative.

AB327,104,5 193.511 Regular members' meetings. (1) Annual meeting. A regular members' meeting shall be held annually at a time determined by the board, unless the articles or bylaws provide otherwise.

AB327,104,8 (2) Location. The regular members' meeting shall be held at the principal place of business of the cooperative or at another conveniently located place as determined by the board or under the articles or bylaws.

AB327,104,12 (3) Business and fiscal reports. The officers shall submit reports to the members at the regular members' meeting covering the business of the cooperative for the previous fiscal year and indicating the condition of the cooperative at the close of the fiscal year.

AB327,104,20 (5) Notice. Except as otherwise provided in this subsection, sub. (6), and s. 193.553, the cooperative shall mail a notice of the regular members' meeting to each member at the member's last known address. The cooperative shall deposit the notice in the mail at least 15 days before the date of the meeting. In lieu of mailing, the cooperative may provide notice of the meeting by any means approved by the board and agreed to by the members. The cooperative shall provide any such notice at least 2 weeks before the date of the meeting. Any notice provided to an entity under this subsection shall be addressed or directed to an officer of the entity.

AB327,105,4 (6) Waiver and objection. A member may waive notice of a regular members' meeting. A waiver is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a regular members' meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, or objects before a vote on an item of business at the meeting because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at the meeting.

AB327,105,6 193.515 Special members' meetings. (1) Calling a meeting. A special members' meeting may be called by any of the following means:

AB327,105,7 (a) By the board.

AB327,105,19 (b) By petition of the members under this paragraph. Except as otherwise provided in this paragraph, the chairperson of the board shall call a special members' meeting if a written petition requesting the meeting is signed by at least 20 percent of the patron members and is submitted to the chairperson. Unless the articles or bylaws provide otherwise and except as otherwise provided in this paragraph, the chairperson of the board shall call a special members' meeting if a written petition requesting the meeting is signed by at least 20 percent of the nonpatron members, 20 percent of all members, or members representing 20 percent of all membership interests and is submitted to the chairperson. A special members' meeting held under this paragraph shall be held within 30 days after submission of the petition to the chairperson. This paragraph does not authorize any meeting that is unrelated to a proper cooperative purpose.

AB327,106,3 (2) Notice. Except as otherwise provided in this subsection, sub. (3), and s. 193.553, the cooperative shall mail a notice of any special members' meeting to each member at the member's last known address. In lieu of mailing, the cooperative may provide notice of the meeting by any means approved by the board and agreed to by the members. Any notice provided to an entity under this subsection shall be addressed or directed to an officer of the entity. Any notice provided under this subsection shall state the time, place, and purpose of the meeting. Any notice provided under this subsection shall be given at least 10 days before the date of the meeting.

AB327,106,12 (3) Waiver and objection. A member may waive notice of a special members' meeting. A waiver is effective whether given before, at, or after the meeting, and whether given in writing, orally, or by attendance. Attendance by a member at a special members' meeting is a waiver of notice of that meeting, except where the member objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and does not participate in the meeting after the objection, or objects before a vote on an item of business at the meeting because the item may not lawfully be considered at the meeting and does not participate in the consideration of the item at the meeting.

AB327,106,15 193.518 Effect of insufficient notice. Failure of a member to receive a notice required under s. 193.511 (5) or 193.515 (2) does not invalidate any action that is taken at the applicable meeting.

AB327,106,20 193.521 Certification of notice. (1) Certificate required. After mailing or otherwise providing notices required under s. 193.511 (5) or 193.515 (2), the cooperative shall execute a certificate containing the date of mailing or provision of the notices and a statement that the notices were mailed or provided as required under s. 193.511 (5) or 193.515 (2), as applicable.

AB327,106,22 (2) Matter of record. The cooperative shall include the certificate under sub. (1) in the record of the meeting to which the certificate relates.

AB327,106,24 193.523 Electronic notice. (1) Effective date of electronic notice. Any notice given by a cooperative to members in electronic format takes effect as follows:

AB327,107,2 (a) If by facsimile communication, when directed to a telephone number at which the member has consented to receive notice.

AB327,107,4 (b) If by electronic mail, when directed to an electronic mail address at which the member has consented to receive notice.

AB327,107,7 (c) If by a posting on an electronic network on which the member has consented to receive notice, upon the later to occur of the posting and the giving of a separate notice to the member of the specific posting.

AB327,107,9 (d) If by any other means to which the member has consented, when directed to the member pursuant to that means.

AB327,107,13 (2) Affidavit. An affidavit of the secretary of the board, other authorized officer, or authorized agent of the cooperative, indicating that a notice has been given in electronic format under sub. (1) is, in the absence of fraud, prima facie evidence that the notice was so given.

AB327,107,18 (3) Consent. If a member consents to the receipt of notice in electronic format, the member shall deliver a statement to that effect in writing to the cooperative. A statement under this subsection is effective until it is revoked by the member. A revocation under this subsection does not affect the validity of any notice given before receipt by the cooperative of the revocation.

AB327,107,23 193.524 Revocation of electronic communication. A member may revoke any vote, authorization, or consent submitted in electronic format by the member to a cooperative under this chapter by delivering a notice of revocation to a director or the chief executive officer of the cooperative before the vote is counted or the authorization or consent is relied upon.

AB327,108,11 193.525 Quorum at members' meeting. (1) Generally; presence of objecting member. Unless the articles or bylaws provide otherwise and except as provided in sub. (2m), a quorum for the transaction of business at a members' meeting is 10 percent of the total number of members for a cooperative with 100 or less members and 15 percent of the total number of members for all other cooperatives. The attendance of a sufficient number of members to constitute a quorum shall be established by a registration of the members present at the meeting. The registration shall be verified by the chairperson of the board or the records officer of the cooperative and shall be reported in the minutes of the meeting. Any member who objects at the beginning of a members' meeting to the transaction of business because the meeting is not lawfully called or convened and who fails to participate in the meeting after the objection may not be considered as present at the meeting for purposes of determining whether a quorum is present.

AB327,108,16 (2) Quorum for voting by mail or alternative ballot. Except as provided in s. 193.531 (2), in determining whether a quorum is present at a members' meeting for purposes of conducting a vote on a question that members may vote on by mail or alternative ballot, the number of members physically present at the meeting shall be added to the number of members voting by mail or alternative ballot.

AB327,108,23 (2m) Quorum for votes by class or series. Except as otherwise provided in the articles or bylaws or a member control agreement, if a vote at a members' meeting is open only to holders of a particular class or series of membership interests, a quorum for conducting the vote is a number of members holding 10 percent of the voting power of the class or series for a cooperative with 100 or less members and a number of members holding 15 percent of the voting power of the class or series for all other cooperatives.

AB327,109,2 (3) Meeting action invalid without quorum. An action taken or approved at a members' meeting by vote of the members is invalid if a quorum is not present at the time of the vote, unless approval of the members is not required under this chapter, the articles, or the bylaws.

AB327,109,4 193.531 Virtual members' meetings and attendance. (1) Construction and application. This section shall be construed and applied as follows:

AB327,109,5 (a) To facilitate remote communication consistent with other applicable law.

AB327,109,7 (b) To be consistent with reasonable practices concerning remote communication and with the continued expansion of those practices.

AB327,109,25 (2) Virtual members' meetings and attendance. To the extent authorized in the articles or bylaws or, unless prohibited by the articles or bylaws, in a member control agreement, and as determined by the board, a members' meeting may be held such that all members participate in the meeting by a means of communication rather than by being physically present at the meeting. To the extent authorized in the articles or bylaws or, unless prohibited by the articles or bylaws, in a member control agreement, and as determined by the board, a member may participate in a members' meeting at which other members are physically present by a means of communication rather than by being physically present at the meeting. A meeting may be held or a member may participate in a meeting as authorized under this subsection only if the requirements of sub. (4) are satisfied. The number of members physically present at a meeting, if any, shall be added to the number of members otherwise participating in the meeting under this subsection to determine whether a quorum is present under s. 193.525, except that any member who objects at the beginning of the meeting to the transaction of business because the meeting is not lawfully called or convened and who fails to participate in the meeting after the objection may not be considered as present at the meeting for purposes of determining whether a quorum is present.

AB327,110,2 (4) Requirements for virtual meetings and attendance. All of the following apply to any meeting held under sub. (2):

AB327,110,4 (a) The cooperative shall implement reasonable measures to verify that each person participating in the meeting by a means of communication is a member.

AB327,110,8 (b) The cooperative shall implement reasonable measures to provide each member participating in the meeting by a means of communication with a reasonable opportunity to actively participate, including an opportunity to do all of the following:

AB327,110,10 1. Read or hear the proceedings of the meeting substantially concurrently with those proceedings.

AB327,110,13 2. If allowed by the procedures governing the meeting, have the member's remarks heard or read by other participants in the meeting substantially concurrently with the making of those remarks.

AB327,110,14 3. If otherwise entitled, vote on matters submitted to the members.

AB327,110,17 193.535 Actions of the members. (1) Generally. Unless this chapter provides otherwise and except as provided in sub. (2m) and s. 193.545 (1) (a) and (4), the members shall take action by the affirmative vote of the greater of the following:

AB327,110,19 (a) A majority of the voting power of the membership interests present and entitled to vote on that item of business.

AB327,110,21 (b) A majority of the voting power that would constitute a quorum for the transaction of business at the meeting or for conducting the vote.

AB327,110,23 (c) The proportion of voting power specified in this chapter, the articles or bylaws, or a member control agreement as necessary for that item of business.

AB327,111,3 (2m) Exception for objecting member. Any member who objects at the beginning of a members' meeting to the transaction of business because the meeting is not lawfully called or convened and who fails to participate in the meeting after the objection may not be considered as present at the meeting for purposes of sub. (1).

AB327,111,11 193.541 Actions without a members' meeting. (1) Generally. (a) Unless the articles or bylaws provide otherwise, any action required or permitted by this chapter to be authorized at a members' meeting may be authorized without a meeting if that action is authorized by all members and is evidenced by one or more written statements, signed by each member, describing and consenting to the action. Such an action has the same effect as an action authorized by unanimous vote at a members' meeting at which all members are present and may be described as such in any document.

AB327,111,20 (b) The articles or bylaws may allow the members to authorize any other action on behalf of the cooperative, other than an action requiring board approval, without a members' meeting, if the action is authorized by the number of members that would be required to approve the action at a members' meeting at which all members were present and if the action is evidenced by one or more written statements, signed by each authorizing member, describing and consenting to the action. Such an action has the same effect as an action authorized by vote of the number of authorizing members at a meeting at which all members are present and may be described as such in any document.

AB327,111,23 (2) Effective date. Any action authorized under sub. (1) is effective when the last member necessary for authorization signs the statement evidencing his or her consent, unless the statement specifies a different effective date.

AB327,112,3 (3) Notice and liability. When an action is taken under sub. (1) (b) with the authorization of less than all members, the board shall ensure that all other members are notified immediately of the action and its effective date. Failure to provide the notice does not invalidate the action. A member who does not authorize an action taken under sub. (1) (b) may not be held liable as a result of the action.

AB327,112,5 (4) Records. A cooperative shall retain all statements signed by its members under sub. (1).

AB327,112,20 193.545 Member voting rights. (1) Generally. (a) Each patron member has one vote on each issue that patron members may vote upon. Nonpatron members, if authorized by the patron members, may or may not have voting rights relating to being a nonpatron member or holding nonpatron membership interests. If voting rights are granted to nonpatron members or to nonpatron membership interests, patron members may not have less voting rights than provided in this section. The collective vote of the patron members shall be determined by the vote of the majority of patron members voting on the issue. Except as provided under s. 193.551, in determining the collective vote of patron members, each patron member has one vote on the issue. Unless the articles or bylaws provide otherwise, no issue that patron members may vote upon may be approved unless, in determining the collective vote of the patron members, the number of patron members voting to approve the issue is a majority of all members voting on the issue. The articles or bylaws may not reduce the collective patron member vote to less than 51 percent of the total member vote.

AB327,112,23 (b) Except as otherwise provided in this chapter, a nonpatron member has the voting rights granted to members holding nonpatron membership interests in the articles or bylaws.

AB327,113,3 (2) Voting at a members' meeting. A member may vote at a members' meeting at any time from the time the member arrives at the meeting to the time the meeting is adjourned, unless the articles or bylaws specify an earlier time for closing the vote.

AB327,113,7 (3) Voting method. (a) Except as otherwise provided in this paragraph, a member may vote only by casting a ballot at a meeting, by delegate as provided under sub. (4), by proxy as provided under s. 193.565, or, if authorized by the board, by mailing a ballot or by using an alternative ballot.

AB327,113,8 (b) The ballot shall be in a form prescribed by the board.

AB327,113,13 (c) To cast a ballot by mail, a member shall mark the member's choice on the ballot, seal the ballot in a plain envelope bearing the member's name and the words "BALLOT ENCLOSED," or similar words, and enclose that envelope in another envelope addressed to the cooperative. To cast an alternative ballot, a member shall follow the procedure prescribed by the board.

AB327,113,17 (d) If the ballot of a member is received by the cooperative on or before the date of the election, or as otherwise prescribed for alternative ballots, and if all other applicable requirements are satisfied, the cooperative shall accept and count the ballot as the vote of the absent member.

AB327,113,24 (4) Members represented by delegates. For a cooperative with districts or other units, the articles or bylaws may provide that members from the districts or other units be represented at members' meetings by delegates chosen by those members. A delegate representing patron members shall be a patron member. Except as provided in s. 193.551 (2) and as otherwise provided in this subsection, a delegate may vote in the same manner as and to the same extent as the members collectively whom the delegate represents are otherwise authorized to vote.

AB327,114,4 193.551 Patron member voting based on patronage. (1) Additional vote permitted. (a) The articles or bylaws may authorize patron members to have an additional vote in determining the collective vote of patron members under s. 193.545 (1) (a) as provided in this subsection.

AB327,114,7 (b) The articles or bylaws may grant a patron member an additional vote under par. (a) if the issue to be voted upon relates to a specified amount of business transacted between the patron member and the cooperative.

AB327,114,10 (c) The articles or bylaws may grant additional votes under par. (a) to a specified number of patron members who are also patron members of another cooperative that is itself a member of the cooperative.

AB327,114,13 (d) The articles or bylaws may grant additional votes under par. (a) to a patron member that is a cooperative, based on the amount of equity allocated to or held by the patron member in the cooperative.

AB327,114,17 (2) Additional votes for delegates. (a) For a cooperative with districts or other units of patron members, the articles or bylaws may authorize a delegate elected by patron members to have additional votes as provided in this subsection in determining the collective vote of patron members under s. 193.545 (1) (a).

AB327,114,20 (b) The articles or bylaws may grant a delegate an additional vote under par. (a) based on a specified amount of business transacted between the patron members represented by the delegate and the cooperative.

AB327,114,23 (c) The articles or bylaws may grant a delegate an additional vote under par. (a) based upon the amount of equity allocated to or held by the patron members represented by the delegate.

AB327,115,4 193.553 Voting rights limited to members as of date certain. The board may establish a date for the determination of membership interests entitled to notice of and entitled to vote at a members' meeting. The date established by the board may not be more than 60 days before the date of the meeting. If a date is established under this subsection, only members as of that date are entitled to notice of and may vote at that meeting.

AB327,115,9 193.555 Voting rights of nonmembers. The articles or bylaws may authorize any nonmember or class of nonmembers to vote at a members' meeting in the same manner as patron members are permitted to vote. The articles or bylaws may prescribe the manner by which persons are authorized to vote under this section.

AB327,115,14 193.557 Voting of jointly owned membership interests. If a membership interest is owned jointly by 2 or more persons, any one of the owners may vote based upon that membership interest, unless the cooperative receives written notice from any of the owners denying the authority of that person to vote based upon that membership interest.

AB327,115,19 193.559 Cumulative voting by members. Except as provided in ss. 193.411 (4m) and 193.557, a member with more than one vote that is entitled to vote may allocate the member's votes in any way the member chooses. If such a member votes without designating an allocation, the member is considered to have voted all of the member's votes in that way.

AB327,115,24 193.561 Voting by business entities, subsidiaries, legal representatives, and holders of security interests. (1) Membership interests held by a business entity. If a member entitled to vote is a business entity, the chairperson of the board, chief executive officer, or other authorized agent of the member may cast the member's votes.

AB327,116,3 (2) Membership interest held by subsidiary of cooperative. Except as provided in the articles or bylaws or sub. (3), if a member is a subsidiary of the cooperative, the member may not vote.

AB327,116,8 (3) Membership interest held in fiduciary capacity by cooperative. Membership interests held in a fiduciary capacity by the cooperative or a subsidiary of the cooperative are not entitled to vote, except to the extent that the settlor or beneficiary is entitled to vote and either exercises the right to vote or instructs the cooperative or subsidiary on how to vote.

AB327,116,13 (4) Membership interest controlled by certain representatives. Except as provided in subs. (3) and (5), if a person, in the capacity of a personal representative, administrator, executor, guardian, or conservator, or in a similar capacity, controls the membership interest of a member entitled to vote, the person may vote on behalf of the member.

AB327,116,17 (5) Membership interest controlled by trustee in bankruptcy or receiver. If a trustee in bankruptcy or a receiver controls the membership interest of a member entitled to vote, the trustee or receiver may vote on behalf of the member if authorized to do so by the court appointing the trustee or receiver.

AB327,116,19 (7) Holders of security interest. The granting of a security interest in a membership interest does not entitle the holder of the security interest to vote.

AB327,117,5 193.565 Voting by proxy. (1) Authorization and appointment of proxy. (a) A member entitled to vote may do so by proxy appointed under this paragraph. Except as provided in sub. (7), a member may grant a proxy to vote by giving the board or an authorized agent of the cooperative an appointment of a proxy, in writing, before the meeting at which the appointment is to be effective. If the appointment of proxy is given in electronic format, the appointment is effective only if an authorized agent of the cooperative determines that the appointment is authorized by the member. The authorized agent shall record the information upon which he or she relied to make the determination. A proxy appointed under this paragraph may vote in the same manner as and to the same extent as the appointing member is otherwise authorized to vote, consistent with subs. (5) and (7).

AB327,117,9 (b) A reproduction of the original written appointment under par. (a) may be substituted or used in lieu of the original for any purpose for which the original could be used, if the reproduction is a complete, legible, and accurate reproduction of the entire original.

AB327,117,13 (c) If a membership interest is owned jointly by 2 or more members, any one of the owners may appoint a proxy under par. (a), unless the cooperative receives written notice from any of the owners denying the authority of that person to appoint a proxy or appointing a different proxy.

AB327,117,16 (2) Duration of appointment. The appointment of a proxy under sub. (1) (a) is valid for 11 months, unless a longer period is expressly provided in the appointment or unless the appointment is terminated under sub (3).

AB327,117,25 (3) Termination. An appointment of a proxy under sub. (1) (a) may be terminated at will by the appointing member or the proxy, unless the appointment is conditioned upon ownership of or subject to terms and conditions of a membership interest. Except as provided in sub. (4), an appointment that is coupled with a membership interest as described in this subsection is irrevocable and may not be terminated, unless an agreement between the appointing member and the proxy specifies otherwise. A termination under this subsection is effective upon filing written notice of the termination with an authorized agent of the cooperative or filing a new appointment under sub. (1) (a), whichever occurs first.

AB327,118,4 (4) Revocation by death or incapacity. The death or incapacity of a member appointing a proxy under sub. (1) (a) does not revoke the appointment, unless written notice of the death or incapacity is received by an authorized agent of the cooperative before the proxy exercises the authority under the appointment.

AB327,118,6 (5) Multiple proxies. Except as provided in sub. (7), all of the following apply if 2 or more persons are appointed as proxies for a member under sub. (1) (a):

AB327,118,8 (a) Only one of them may vote on behalf of the member on each item of business in accordance with specific instructions contained in the appointment.

AB327,118,12 (b) If no specific instructions are contained in the appointment with respect to a particular item of business, the vote of the member shall be cast as a majority of the proxies determine. If the proxies are equally divided in determining how such a vote shall be cast, no vote may be cast.

AB327,118,16 (6) Liability of proxy. A proxy appointed under sub. (1) (a) is liable to the appointing member for damages resulting from the proxy's failure to exercise his or her authority or from the proxy's acting in violation of the authority granted in the appointment.

AB327,118,18 (7) Limitations on proxies. (a) A patron member may only appoint another patron member as a proxy under sub. (1) (a).

AB327,118,20 (b) No member may vote by proxy under sub. (1) (a) if the member is represented by a delegate under s. 193.545 (4).