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:
AB327, s. 1 1Section 1. 11.29 (1) of the statutes is amended to read:
AB327,24,102 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.
AB327, s. 2 11Section 2. 11.29 (4) of the statutes is amended to read:
AB327,25,212 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

1cooperative or unincorporated cooperative association is a member of the state
2cooperative or unincorporated cooperative association.
AB327, s. 3 3Section 3. 11.38 (1) (a) 1. of the statutes is amended to read:
AB327,25,84 11.38 (1) (a) 1. No foreign or domestic corporation, or association organized
5under ch. 185 or 193, may make any contribution or disbursement, directly or
6indirectly, either independently or through any political party, committee, group,
7candidate or individual for any purpose other than to promote or defeat a
8referendum.
AB327, s. 4 9Section 4. 11.38 (2) (b) of the statutes is amended to read:
AB327,25,1410 11.38 (2) (b) This section does not prohibit the publication of periodicals by a
11corporation or, a cooperative, or an unincorporated cooperative association in the
12regular course of its affairs which advise the members, shareholders or subscribers
13of the disadvantages or advantages to their interests of the election to office of
14persons espousing certain measures, without reporting such activity.
AB327, s. 5 15Section 5. 11.38 (8) (a) of the statutes is amended to read:
AB327,25,1916 11.38 (8) (a) A corporation or association organized under ch. 185 or 193 which
17accepts contributions or makes disbursements for the purpose of influencing the
18outcome of a referendum is a political group and shall comply with s. 11.23 and other
19applicable provisions of this chapter.
AB327, s. 6 20Section 6. 11.38 (8) (b) of the statutes is amended to read:
AB327,26,621 11.38 (8) (b) Except as authorized in s. 11.05 (12) (b) and (13), prior to making
22any disbursement on behalf of a political group which is promoting or opposing a
23particular vote at a referendum and prior to accepting any contribution or making
24any disbursement to promote or oppose a particular vote at a referendum, a
25corporation or association organized under ch. 185 or 193 shall register with the

1appropriate filing officer specified in s. 11.02 and appoint a treasurer. The
2registration form of the corporation or association under s. 11.05 shall designate an
3account separate from all other corporation or association accounts as a campaign
4depository account, through which all moneys received or expended for the adoption
5or rejection of the referendum shall pass. The corporation or association shall file
6periodic reports under s. 11.20 providing the information required under s. 11.06 (1).
AB327, s. 7 7Section 7 . 11.38 (8) (b) of the statutes, as affected by 2005 Wisconsin Act 2001
8Wisconsin Act 109
, is amended to read:
AB327,26,199 11.38 (8) (b) Except as authorized in s. 11.05 (12) (b) and (13), prior to making
10any disbursement on behalf of a political group which is promoting or opposing a
11particular vote at a referendum and prior to accepting any contribution or making any
12disbursement to promote or oppose a particular vote at a referendum, a corporation
13or association organized under ch. 185
or 193 shall register with the appropriate filing
14officer specified in s. 11.02 and appoint a treasurer. The registration form of the
15corporation or association under s. 11.05 shall designate an account separate from all
16other corporation or association accounts as a campaign depository account, through
17which all moneys received or expended for the adoption or rejection of the referendum
18shall pass. The corporation or association shall file reports under s. 11.20 and under
19s. 11.21 (16), if applicable, providing the information required under s. 11.06 (1).
AB327, s. 8 20Section 8. 13.94 (4) (a) 1. of the statutes is amended to read:
AB327,27,1021 13.94 (4) (a) 1. Every state department, board, examining board, affiliated
22credentialing board, commission, independent agency, council or office in the
23executive branch of state government; all bodies created by the legislature in the
24legislative or judicial branch of state government; any public body corporate and
25politic created by the legislature including specifically the Fox River Navigational

1System Authority, a professional baseball park district, a local professional football
2stadium district, a local cultural arts district and a family care district under s.
346.2895; every Wisconsin works agency under subch. III of ch. 49; every provider of
4medical assistance under subch. IV of ch. 49; technical college district boards;
5development zones designated under s. 560.71; every county department under s.
651.42 or 51.437; every nonprofit corporation or cooperative or unincorporated
7cooperative association
to which moneys are specifically appropriated by state law;
8and every corporation, institution, association or other organization which receives
9more than 50% of its annual budget from appropriations made by state law, including
10subgrantee or subcontractor recipients of such funds.
AB327, s. 9 11Section 9. 15.155 (4) (b) of the statutes is amended to read:
AB327,27,1612 15.155 (4) (b) Members of the rural economic development board appointed
13under par. (a) 5. shall have experience operating a business located in a rural
14municipality, as defined in s. 560.17 (1) (d). At least one member shall have
15experience operating a cooperative or unincorporated cooperative association
16located in a rural municipality, as defined in s. 560.17 (1) (d).
AB327, s. 10 17Section 10. 16.957 (1) (t) of the statutes is amended to read:
AB327,27,2018 16.957 (1) (t) "Retail electric cooperative" means a cooperative association that
19is organized under ch. 185 or 193 for the purpose of providing electricity at retail to
20its members only and that owns or operates a retail electric distribution system.
AB327, s. 11 21Section 11. 16.957 (1) (v) of the statutes is amended to read:
AB327,27,2422 16.957 (1) (v) "Wholesale electric cooperative" means a cooperative association
23that is organized under ch. 185 or 193 for the purpose of providing electricity at
24wholesale to its members only.
AB327, s. 12 25Section 12. 25.17 (3) (dg) 1. of the statutes is amended to read:
AB327,28,8
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.
AB327, s. 13 9Section 13. 28.02 (4) (b) 5. of the statutes is amended to read:
AB327,28,1310 28.02 (4) (b) 5. To public utilities and , cooperative associations, and
11unincorporated cooperative associations
when needed for power and
12telecommunications substations, transformers, booster stations and similar
13installations.
AB327, s. 14 14Section 14. 30.40 (9) of the statutes is amended to read:
AB327,28,1915 30.40 (9) "Person" means a natural person, corporation, limited liability
16company, partnership, association, cooperative, unincorporated cooperative
17association,
municipality or other local governmental unit, private or public utility,
18municipal power district, estate or trust, the United States, a federal agency, the
19state of Wisconsin or a state agency.
AB327, s. 15 20Section 15. 32.02 (10) (intro.) of the statutes is amended to read:
AB327,28,2221 32.02 (10) (intro.) Any rural electric cooperative association organized under
22ch. 185 or 193 which operates a rural electrification project to:
AB327, s. 16 23Section 16. 32.22 (12) (a) (intro.) of the statutes is amended to read:
AB327,29,624 32.22 (12) (a) (intro.) Nothing in this section requires the municipality to
25rehabilitate a residential building, if it appears at any time that total cost of

1rehabilitation, including structural repairs and alterations, exceeds 80% of the
2estimated fair market value of the building when rehabilitation is complete. If the
3municipality determines under this paragraph not to rehabilitate a residential
4building condemned under this section, the municipality shall sell the building to
5any corporation organized under ch. 181 that is a nonprofit corporation, as defined
6in s. 181.0103 (17), or any cooperative organized under ch. 185 or 193 which:
AB327, s. 17 7Section 17. 36.56 (1) of the statutes is amended to read:
AB327,29,138 36.56 (1) From the appropriation under s. 20.285 (1) (qm), the center for
9cooperatives under s. 36.11 (40) may award grants to persons to form forestry
10cooperatives under ch. 185 or 193 that consist primarily of private, nonindustrial
11owners of woodland. A grant recipient shall provide matching funds equal to 50%
12of the grant amount awarded. The match may be in the form of money or in-kind
13services or both, but may not include money received from the state.
AB327, s. 18 14Section 18. 46.037 (1) of the statutes is amended to read:
AB327,29,1815 46.037 (1) Subject to sub. (1m), each residential child care center and each
16group home, as defined in s. 48.02 (7), that is licensed under s. 48.625 and
17incorporated under ch. 180, 181 or, 185, or 193 shall establish a per client rate for its
18services and shall charge all purchasers the same rate.
AB327, s. 19 19Section 19. 49.45 (21) (d) of the statutes is amended to read:
AB327,29,2120 49.45 (21) (d) This subsection supersedes any provision of chs. 180, 181 and,
21185, and 193.
AB327, s. 20 22Section 20. 49.455 (4) (d) 1. of the statutes is amended to read:
AB327,30,223 49.455 (4) (d) 1. The community spouse's expenses for rent or mortgage
24principal and interest, taxes and insurance for his or her principal residence and, if

1the community spouse lives in a condominium or , a cooperative, or an unincorporated
2cooperative association,
any required maintenance charge.
AB327, s. 21 3Section 21. 49.455 (4) (d) 2. of the statutes is amended to read:
AB327,30,84 49.455 (4) (d) 2. The standard utility allowance established under 7 USC 2014
5(e), except that if the community spouse lives in a condominium or, a cooperative, or
6an unincorporated cooperative association
for which the maintenance charge
7includes utility expenses, the standard utility allowance under 7 USC 2014 (e) is
8reduced by the amount of the utility expenses included in the maintenance charge.
AB327, s. 22 9Section 22. 50.90 (2) of the statutes is amended to read:
AB327,30,1310 50.90 (2) "Organization" means a public agency, as defined in s. 46.856 (1) (b),
11a nonprofit corporation, a for-profit stock corporation, a cooperative, an
12unincorporated cooperative association,
a partnership, a limited liability company
13or a sole proprietorship.
AB327, s. 23 14Section 23. 59.43 (2) (ag) 1. of the statutes, as affected by 1997 Wisconsin Acts
1527
and 79, 1997 Wisconsin Act 252, section 84, 2001 Wisconsin Act 16, sections
161999m and 4041b, 2003 Wisconsin Act 48, sections 10 and 11, and 2003 Wisconsin
17Act 206
, is repealed and recreated to read:
AB327,30,2318 59.43 (2) (ag) 1. For recording any instrument entitled to be recorded in the
19office of register of deeds, $8 for the first page if the county maintains a land
20information office under s. 59.72 (3) and $4 for the first page if the county does not
21maintain such an office, and $2 for each additional page, except that no fee may be
22collected for recording a change of address that is exempt from a filing fee under s.
23185.83 (1) (b) or 193.111 (1) (b).
AB327, s. 24 24Section 24. 62.237 (1) (b) of the statutes is amended to read:
AB327,31,3
162.237 (1) (b) "Dwelling" means any structure used or intended to be used for
2habitation with up to 2 separate units certified for occupancy by the city. "Dwelling"
3also means any housing cooperative incorporated under ch. 185 or 193.
AB327, s. 25 4Section 25. 66.0425 (6) of the statutes is amended to read:
AB327,31,125 66.0425 (6) Subsections (1) to (5) do not apply to telecommunications carriers,
6as defined in s. 196.01 (8m), telecommunications utilities, as defined in s. 196.01 (10),
7alternative telecommunications utilities, as defined in s. 196.01 (1d), public service
8corporations, or to cooperative associations organized under ch. 185 or 193 to render
9or furnish telecommunications service, gas, light, heat or power, but the carriers,
10utilities, corporations and associations shall secure a permit from the proper official
11for temporary obstructions or excavations in a highway and are liable for all injuries
12to person or property caused by the obstructions or excavations.
AB327, s. 26 13Section 26. 66.0807 (1) of the statutes is amended to read:
AB327,31,1614 66.0807 (1) In this section, "privately owned public utility" includes a
15cooperative association organized under ch. 185 or 193 for the purpose of producing
16or furnishing utility service to its members only.
AB327, s. 27 17Section 27. 66.0825 (3) (f) of the statutes is amended to read:
AB327,31,2118 66.0825 (3) (f) "Person" means a natural person, a public agency, a cooperative,
19an unincorporated cooperative association,
or a private corporation, limited liability
20company, association, firm, partnership, or business trust of any nature, organized
21and existing under the laws of any state or of the United States.
AB327, s. 28 22Section 28. 71.26 (1) (a) of the statutes is amended to read:
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