185.42 Recording of cooperative contracts; effect thereof.
185.43 Relief against breach or threatened breach.
185.44 Application of ss.
185.41 to
185.43; venue of action.
185.45 Apportionment and distribution of proceeds.
185.47 Financial books and records; penalty for refusal to produce.
185.48 Annual reports; filing thereof.
185.50 Income or franchise tax returns.
185.51 Amendments to articles.
185.52 Stockholder voting on amendments to articles.
185.53 Filing and recording amendments; effect thereof.
185.54 Restated articles.
185.55 Amendments by bankruptcy court.
185.61 Merger and consolidation.
185.62 Articles of merger or consolidation; effect thereof.
185.63 Division of a cooperative.
185.64 Conversion of corporation.
185.71 Voluntary dissolution.
185.72 Involuntary dissolution.
185.73 Liquidation under court supervision.
185.74 Property not distributed prior to dissolution.
185.76 Survival of remedy after dissolution.
185.81 Admission of foreign cooperatives.
185.815 Recording change of principal office or registered agent.
185.82 Procedure on filing and recording of documents.
185.825 Penalty for false document.
185.84 Fees or penalty due state.
185.85 Forms to be furnished by department of financial institutions.
185.91 Voting requirements of articles.
185.92 Effect of unauthorized acts.
185.93 Member or stockholder derivative actions.
185.94 Use of term “cooperative"; penalty for improper use.
185.95 Discrimination against association.
185.96 Application of chapter.
185.981 Cooperative health care.
185.982 Manner of practicing medicine, chiropractic and dentistry; payment; promotional expense.
185.983 Requirements of plan.
185.985 Inconsistent provisions of the statutes.
185.99 Health benefit purchasing cooperatives.
185.995 Extensions of credit by electric cooperatives for certain projects.
185.01
185.01
Definitions. As used in this chapter, unless the context requires otherwise, the term:
185.01(1)
(1) “Articles" means the articles of incorporation of a cooperative unless the context otherwise requires.
185.01(1g)
(1g) “Association" includes both cooperatives and foreign cooperatives.
185.01(1m)
(1m) “Board" means the board of directors of a cooperative.
185.01(1r)
(1r) “Bylaws" means the bylaws of a cooperative.
185.01(2)
(2) “Cooperative" means an association incorporated under this chapter.
185.01(3)
(3) “Corporation" means all corporations not associations.
185.01(4)
(4) “Foreign cooperative" means an association incorporated under a cooperative law of another state which has members residing within this state and which is operating on the following cooperative basis:
185.01(4)(a)
(a) No member of the foreign cooperative who is an individual is allowed more than one vote because of the amount of stock or membership capital the member owns therein; and
185.01(4)(b)
(b) The foreign cooperative shall not deal in the products of or for nonmembers to an amount greater in value than such as are handled by it for members; and
185.01(4)(c)
(c) The foreign cooperative distributes its proceeds according to either s.
185.45 or the law of the state of the foreign cooperative's incorporation.
185.01(5)
(5) “Member" means a person who has been qualified and accepted for membership in an association. If a cooperative has one or more classes of members not entitled to vote, “member" or “members", as used in this chapter with respect to the right of a member to vote, voting procedure, the required proportion of member votes, actions that must or may be taken by members, the number of members required for a quorum and the eligibility of directors, means a member or members entitled to vote, unless the bylaws provide otherwise.
185.01(6)
(6) “Membership stock" means any class of stock, continuous ownership of which is required for membership in a cooperative.
185.01(6m)
(6m) “Patronage" means business done by a patron with a cooperative and, if the bylaws provide, labor performed for a cooperative by a patron.
185.01(7)
(7) “Security" as used in ss.
185.23 and
185.24 means any indebtedness, capital stock or other equity interest in a cooperative's assets.
185.02
185.02
Purposes. Cooperatives may be organized under this chapter for any lawful purpose except banking and insurance, but subject to statutes relating to the organization of specified kinds of corporations.
185.02 History
History: 1977 c. 29.
185.03
185.03
General powers. Unless otherwise provided by its articles, a cooperative may:
185.03(4)
(4) Make contracts, incur liabilities and borrow money; issue certificates representing indebtedness, or representing equity interests in its assets; acquire property; dispose of, mortgage, pledge, lease or otherwise use in any manner any of its property, or any interest therein, wherever situated.
185.03(5)
(5) Invest its funds, lend money for its purposes, and hold any property as security for repayment.
185.03(6)
(6) Conduct its business and affairs and have offices and exercise its powers in the United States or in any foreign country.
185.03(7)
(7) Elect officers and appoint agents, define their duties and fix their compensation.
185.03(8)
(8) Make and alter bylaws, consistent with its articles and the laws of this state, for the administration and regulation of its affairs.
185.03(9)
(9) Make donations for charitable, scientific, educational or religious purposes.
185.03(10)
(10) Effect the forfeiture to the cooperative of unclaimed funds, including all forms of distributions or credits under s.
185.45 (2) (b) and
(c),
(3) (a) and
(b) and
(4) (b) and unclaimed stock, membership fees and deposits, if all of the following conditions are met:
185.03(10)(a)
(a) No earlier than 3 years and no later than 5 years after the funds are first made available to their owners, the board declares the funds forfeited to the cooperative unless claimed by the date specified in par.
(b).
185.03(10)(b)
(b) After the declaration under par.
(a), the cooperative gives notice that states that the funds shall be forfeited if not claimed by a specified date.
185.03(10)(c)
(c) The date specified in the notice under par.
(b) is a business day at least 60 days after the date of mailing of the notice.
185.03(10)(d)
(d) The notice under par.
(b) is mailed to the last-known address of each owner, and the name and address of each owner to whom notice is mailed or an Internet site address where this information is posted, together with a brief description of the reason for the notice, is published as a class 1 notice under ch.
985 on or before the date of mailing in a newspaper published in the municipality containing the service area of the cooperative.
185.03(10)(e)
(e) The cooperative dedicates any funds remaining unclaimed after the date specified in par.
(b) to educational purposes, limited to providing scholarships or loans to students, or to charitable purposes, as the board determines, within one year after the date the funds are declared forfeited under par.
(a).
185.03(11)
(11) Cease its activities and surrender its franchise.
185.03(12)
(12) Exercise all powers necessary or convenient to effect its purposes.
185.031
185.031
Refunds after forfeiture. Subsequent to a forfeiture under s.
185.03 (10), the owner of the forfeited funds may submit a claim to the board. If the board determines that the person owned the funds at the time of the forfeiture, it shall refund the funds to the person.
185.031 History
History: 1985 a. 332.
185.033
185.033
Restriction on changes to articles. 185.033(1)(1)
If the articles contain a prohibition on changes to the provision establishing the basis of distribution as provided in s.
185.05 (1) (j), no changes may be made to the provision including by amendment under s.
185.51 or
185.52, approval of a plan of division under s.
185.63, adoption of restated articles under s.
185.54, approval of a plan of merger or consolidation under s.
185.61 and conversion to a nonstock corporation under s.
181.1150.
185.033(2)
(2) If, upon dissolution of a cooperative with articles containing a prohibition on changes in the basis of distribution, the distributions required are wholly or partly impossible of execution, the whole or part of the net proceeds shall be distributed as provided in s.
185.71 (3).
185.033 History
History: 1985 a. 30;
1997 a. 79.
185.034
185.034
Definitions applicable to indemnification and insurance provisions. In ss.
185.034 to
185.042: