AB327,149,2120 (c) If the proposed merger is abandoned under sub. (1) (d), the text of the
21resolution approving the abandonment.
AB327,149,2222 subchapter IX
AB327,149,2323 Dissolution
AB327,150,2 24193.905 Voluntary dissolution; winding up. (1) Notice of dissolution.
25To initiate a voluntary dissolution the board shall file with the department a notice

1of intent to dissolve. The board may not file a notice under this subsection unless the
2notice is approved by affirmative vote of the members.
AB327,150,8 3(1m) Collection and payment of debts. After a notice is filed under sub. (1),
4the board shall proceed as soon as possible to collect, or make provision for the
5collection of, all unpaid subscriptions for shares and all other debts owing to the
6cooperative and pay, or make provision for the payment of, all debts, obligations, and
7liabilities of the cooperative according to the priority accorded to the debts,
8obligation, and liabilities, by law.
AB327,150,11 9(2) Transfer of assets. After a notice is filed under sub. (1), the board may
10lease or dispose of all or substantially all of the property and assets of the cooperative
11without a vote of the members.
AB327,150,15 12(3) Distribution to members and former members. Any property of the
13cooperative remaining after discharge of the cooperative's debts, obligations, and
14liabilities may be distributed to the members and former members as provided in the
15bylaws.
AB327,150,25 16(4) Unclaimed assets. (a) If the articles or bylaws so provide, assets
17distributable in the course of the dissolution of a cooperative that remain unclaimed
18as provided in this paragraph may be forfeited to the cooperative in the manner set
19forth in s. 185.03 (10), except that the board, a committee designated by the board
20to liquidate the cooperative's assets, or a court, trustee, or other person authorized
21to liquidate the assets of the cooperative may declare the funds forfeited, give the
22notice, determine the purpose or purposes, and dedicate the funds as provided under
23s. 185.03 (10) and except that any of these persons may declare the funds forfeited
24no earlier than 2 years and no later than 5 years after the funds are first made
25available to their owners in the course of the liquidation of the cooperative.
AB327,151,3
1(b) Assets distributable in the course of the dissolution of a cooperative that are
2not forfeited under par. (a) shall be reported and delivered to the state treasurer as
3provided under ch. 177.
AB327,151,9 4(5) Articles of dissolution. After payment of all debts, obligations, and
5liabilities of the cooperative has been made or provided for as required under sub.
6(1m) and the remaining property of the cooperative has been distributed as provided
7under sub. (3) or otherwise disposed of under sub. (4), the board shall file with the
8department articles of dissolution. The articles of dissolution shall state all of the
9following, as applicable:
AB327,151,1310 (a) That all debts, obligations, and liabilities of the cooperative have been paid
11or adequate provisions have been made for their payment or time periods during
12which claims may be made against the cooperative have expired and no other claims
13are outstanding.
AB327,151,1614 (b) That the remaining assets of the cooperative have been distributed to the
15members, pursuant to a liquidation authorized by the members, or as provided under
16sub. (4).
AB327,151,2017 (c) That legal, administrative, or arbitration proceedings by or against the
18cooperative are not pending or adequate provision has been made for the satisfaction
19of a judgment, order, or decree that may be entered against the cooperative in such
20a pending proceeding.
AB327,151,22 21(6) Effective date. A cooperative is dissolved upon the filing of the articles of
22dissolution as required under sub. (5).
AB327,151,25 23(7) Certificate. Upon accepting articles of dissolution for filing, the
24department shall issue to the dissolved cooperative or its legal representative a
25certificate of dissolution that contains all of the following:
AB327,152,1
1(a) The name of the dissolved cooperative.
AB327,152,22 (b) The date the articles of dissolution were filed with the department.
AB327,152,33 (c) A statement that the cooperative is dissolved.
AB327,152,6 4193.911 Revocation of dissolution proceedings. (1) Authority to revoke.
5Dissolution proceedings under s. 193.905 may be revoked before the articles of
6dissolution are filed with the department as required under s. 193.905 (5).
AB327,152,13 7(2) Revocation by members. The chairperson may call a members' meeting to
8submit to the members the question of revoking dissolution proceedings under s.
9193.905. The dissolution proceedings are revoked if the proposed revocation is
10approved at the members' meeting by a majority of the votes cast or, for a cooperative
11with articles or bylaws requiring more than majority approval or other conditions for
12approval, by a sufficient vote as required under the articles or bylaws or by satisfying
13the other conditions for approval.
AB327,152,17 14(3) Filing with the department. The chairperson of the board or the records
15officer shall file with the department a notice of revocation promptly after the
16revocation is approved as provided under sub. (2). The revocation is effective upon
17filing of the notice under this subsection.
AB327,153,3 18193.925 Court-supervised voluntary dissolution. After a notice of intent
19to dissolve is filed as required under s. 193.905 (1) and before a certificate of
20dissolution is issued under s. 193.905 (7), the cooperative or, for good cause shown,
21a member or creditor of the cooperative may petition the circuit court for the county
22where the registered address of the cooperative is located to have the dissolution
23conducted under the supervision of the court. Section 193.905 does not apply to a
24dissolution conducted under the supervision of the court under this section. Section
25193.911 applies to a dissolution conducted under the supervision of the court under

1this section. The court may grant equitable relief that it deems appropriate in a
2dissolution conducted under its supervision under this section, if the supervision
3resulted from an application by the cooperative.
AB327,153,6 4193.931 Involuntary dissolution. (1) Causes of action. (a) A member may
5bring an action against a cooperative for dissolution, liquidation, and equitable relief
6if any of the following apply:
AB327,153,97 1. The directors or the persons having the authority otherwise vested in the
8board are deadlocked in the management of the cooperative's affairs and the
9members are unable to break the deadlock.
AB327,153,1210 2. The directors or those in control of the cooperative have acted fraudulently,
11illegally, or in a manner unfairly prejudicial toward one or more members in their
12capacities as members, directors, or officers.
AB327,153,1513 3. For a period that includes the time when 2 consecutive regular members'
14meetings were held, the members failed to elect successors to directors whose terms
15expired or would have expired upon the election and qualification of their successors.
AB327,153,1616 4. The cooperative's assets are being misapplied or wasted.
AB327,153,1817 5. The cooperative's period of duration as provided in the articles has expired
18and has not been lawfully extended.
AB327,153,2019 (b) A creditor may bring an action against a cooperative for dissolution,
20liquidation, and equitable relief if any of the following apply:
AB327,153,2221 1. The creditor has obtained a money judgment against the cooperative and an
22execution on that judgment has been returned unsatisfied.
AB327,153,2523 2. The cooperative has admitted in writing that a claim of the creditor against
24the cooperative is due and owing and that the cooperative is unable to pay its debts
25in the ordinary course of business.
AB327,154,3
1(c) Except as provided in sub. (1m), the attorney general may bring an action
2against a cooperative for dissolution and liquidation, and for equitable relief for
3persons other than the attorney general, if any of the following apply:
AB327,154,54 1. The articles and certificate of organization of the cooperative were procured
5through fraud.
AB327,154,76 2. The cooperative was organized for a purpose prohibited by state law or not
7permitted by this chapter.
AB327,154,118 3. The cooperative has knowingly, with intentional disregard of the harm that
9the provision is intended to avert, violated a provision of this chapter, has violated
10a provision of this chapter more than once, or has violated more than one provision
11of this chapter.
AB327,154,1312 4. The actions of the cooperative, or its failure to act, constitutes surrender or
13abandonment of the business of the cooperative.
AB327,154,22 14(1m) Notice to cooperative by attorney general. The attorney general may
15not commence an action under sub. (1) (c) until 30 days after giving notice to the
16cooperative of the reason for the action. If the reason for the action is an act that the
17cooperative has done or failed to do and the act or omission may be corrected by
18amending the articles or bylaws or by performing or abstaining from the act, the
19attorney general shall give the cooperative 30 additional days to make the correction
20before filing the action. If the cooperative makes the correction before the expiration
21of the 30 additional days, the attorney general may not bring an action under sub.
22(1) (c) based upon that act or omission.
AB327,155,2 23(2) Financial condition of cooperative. In determining whether to order a
24remedy in an action under sub. (1), the court shall consider the financial condition

1of the cooperative. The court may not refuse to order a remedy solely on the ground
2that the cooperative has accumulated operating profits or current operating profits.
AB327,155,6 3(3) Alternative remedies. In deciding whether to order dissolution in an action
4under sub. (1), the court shall consider whether other relief suggested by one or more
5parties would permanently remedy the cause of the action and, if so, may order such
6other relief.
AB327,155,9 7(4) Expenses. If the court finds that a party to an action under sub. (1) has acted
8arbitrarily, vexatiously, or in bad faith, the court may award reasonable expenses,
9including attorney fees and disbursements, to any of the other parties.
AB327,155,11 10(5) Venue. An action under sub. (1) shall be brought in the circuit court for the
11county where the registered address of the cooperative is located.
AB327,155,13 12(6) Parties. It is not necessary to make members parties to an action under sub.
13(1).
AB327,155,17 14193.935 Procedure in involuntary or court-supervised voluntary
15dissolution.
(1) Action before hearing. In a dissolution conducted under the
16supervision of a court under s. 193.925 or in any action under s. 193.931 (1) the court
17may take any of the following actions before an initial hearing is completed:
AB327,155,1818 (a) Issue injunctions.
AB327,155,2019 (b) Appoint receivers temporarily, until the conclusion of a hearing under sub.
20(2), with all powers and duties that the court directs.
AB327,155,2121 (c) Take actions required to preserve the cooperative's assets wherever located.
AB327,155,2222 (d) Carry on the business of the cooperative.
AB327,156,5 23(2) Appointment of receiver. In a dissolution conducted under the supervision
24of a court under s. 193.925 or in any action under s. 193.931 (1) the court may appoint
25a receiver after a hearing is completed, following notice to the parties as directed by

1the court. The receiver shall collect the cooperative's assets and amounts owing to
2the cooperative by subscribers on account of an unpaid portion of the consideration
3for the issuance of shares. Subject to the order of the court, the receiver may continue
4the business of the cooperative and lease or dispose of the property and assets of the
5cooperative at public or private sale.
AB327,156,10 6(3) Distribution of assets. In a dissolution conducted under the supervision
7of a court under s. 193.925 or in any action under s. 193.931 (1), the court shall apply
8the assets of the cooperative and the proceeds resulting from the lease or disposition
9of the cooperative's property by following all of the following steps, in alphanumerical
10order:
AB327,156,1311 (a) Applying the assets and proceeds to cover attorney fees and disbursements
12made in connection with the proceedings and the other costs and expenses of the
13proceedings.
AB327,156,1514 (b) Applying the assets and proceeds to cover debts, taxes, and assessments
15owing to the United States, this state, and other states, in that order.
AB327,156,2016 (c) Applying the assets and proceeds to cover worker's compensation claims for
17which the cooperative is liable under ch. 102, except that this paragraph does not
18apply to a claim if, at the time of injury, as defined in s. 102.01 (2) (g), the cooperative
19had in force a policy of worker's compensation insurance as required under s. 102.28
20(2) (a).
AB327,156,2221 (d) Applying the assets and proceeds to cover claims of employees for services
22performed within 3 months preceding the appointment of the receiver, if any.
AB327,156,2323 (e) Applying the assets and proceeds to cover other claims proved and allowed.
AB327,156,2524 (f) Distributing the assets and proceeds to the members or pursuant to a
25liquidation plan approved by the members.
AB327,157,5
1193.941 Receiver qualifications and powers. (1) Qualifications. A
2receiver appointed under s. 193.935 (1) or (2) shall be an individual, a domestic
3business entity, or a foreign business entity authorized to transact business in this
4state and shall give a bond as directed by the court with the sureties required by the
5court.
AB327,157,6 6(2) Powers. A receiver may bring and defend suits.
AB327,157,12 7193.951 Filing claims in involuntary or court-supervised voluntary
8dissolution proceedings.
(1) Filing under oath. In a dissolution conducted under
9the supervision of a court under s. 193.925 or in any action under s. 193.931 (1), the
10court may require all creditors and claimants of the cooperative to file their claims,
11under oath and in a form prescribed by the court, with the court or with a receiver
12appointed under s. 193.935 (1) or (2).
AB327,157,15 13(2) Date to file a claim; notice. If the court requires the filing of claims in a
14dissolution conducted under the supervision of a court under s. 193.925 or in any
15action under s. 193.931 (1), the court shall do all of the following:
AB327,157,1716 (a) Set a date at least 120 days after the date the order is filed, as the last day
17for the filing of claims.
AB327,157,1918 (b) Prescribe a notice of the fixed date that shall be given to creditors and
19claimants.
AB327,157,24 20(3) Claims barred; extension of time for filing. The court may prohibit any
21person who fails to file a claim before the date established under sub. (2) (a) from
22claiming an interest in or receiving payment out of the property and assets of the
23cooperative. At any time before the date established under sub. (2) (a), the court may
24extend the time for filing claims beyond the date established under sub. (2) (a).
AB327,158,6
1193.955 Discontinuance of court-supervised dissolution proceedings.
2A dissolution conducted under the supervision of a court under s. 193.925 or any
3action under s. 193.931 (1) may be discontinued at any time during the dissolution
4proceedings if it is established that cause for dissolution does not exist. The court
5shall dismiss the proceedings and direct the receiver appointed under s. 193.935 (1)
6or (2), if any, to deliver to the cooperative its remaining property and assets.
AB327,158,10 7193.961 Order of dissolution. (1) Issuance; effective date. After
8distribution of a cooperative's assets and proceeds under s. 193.935 (3), the court
9shall issue an order dissolving the cooperative. The dissolution is effective upon
10issuance of the order.
AB327,158,13 11(2) Filing. After the court issues an order under sub. (1), the court shall file
12a certified copy of the order with the department. The department may not charge
13a fee for filing the order.
AB327,158,19 14193.971 Barring of claims. (1) Claims barred. Except as provided in s.
15193.951 (3), a creditor or claimant who does not file a claim or bring an action during
16the pendency of the dissolution proceedings or has not brought an action before the
17commencement of the dissolution proceedings, and all those claiming through or
18under the creditor or claimant, are forever barred from bringing an action to collect
19on that claim or otherwise enforcing it, except as provided in this section.
AB327,159,2 20(2) Certain claims allowed for good cause. Except as provided in s. 193.951
21(3), within one year after the date on which the articles of dissolution are filed under
22s. 193.905 (5) or an order of dissolution is issued under s. 193.961, a creditor or
23claimant who shows good cause for not having previously filed the claim may apply
24to the circuit court to allow a claim against the cooperative's undistributed assets or,
25if the undistributed assets are not sufficient to satisfy the claim, against a person to

1the extent of the distributions received by that person in the dissolution by virtue of
2that person's status as a member.
AB327,159,7 3(3) Certain omitted claims allowed. A person to whom is owed a debt,
4obligation, or liability incurred during an action under s. 193.931 (1), but who is not
5paid before the distribution of assets and proceeds under s. 193.935 (3) (f), may bring
6an action to recover on the claim against the officers, directors, or members of the
7cooperative before the expiration of the applicable statute of limitations.
AB327, s. 90 8Section 90. 196.01 (5) (b) 1. of the statutes is amended to read:
AB327,159,119 196.01 (5) (b) 1. A cooperative association organized under ch. 185 or 193 for
10the purpose of producing or furnishing heat, light, power or water to its members
11only.
AB327, s. 91 12Section 91. 196.01 (10) of the statutes is amended to read:
AB327,159,1813 196.01 (10) "Telecommunications utility" means any person, corporation,
14company, cooperative, unincorporated cooperative association, partnership,
15association and lessees, trustees or receivers appointed by any court that owns,
16operates, manages or controls any plant or equipment used to furnish
17telecommunications services within the state directly or indirectly to the public.
18"Telecommunications utility" does not include a telecommunications carrier.
AB327, s. 92 19Section 92. 196.02 (2) of the statutes is amended to read:
AB327,160,320 196.02 (2) Definition; classification. In this subsection, "public utility" does
21not include a telecommunications cooperative, an unincorporated
22telecommunications cooperative association,
or a small telecommunications utility
23except as provided under s. 196.205 or 196.215 (2) and does not include an alternative
24telecommunications utility. The commission shall provide for a comprehensive
25classification of service for each public utility. The classification may take into

1account the quantity used, the time when used, the purpose for which used, and any
2other reasonable consideration. Each public utility shall conform its schedules of
3rates, tolls and charges to such classification.
AB327, s. 93 4Section 93. 196.025 (5) (ag) of the statutes is amended to read:
AB327,160,75 196.025 (5) (ag) In this subsection, "electric cooperative" means a cooperative
6association organized under ch. 185 or 193 for the purpose of generating, distributing
7or furnishing electric energy at retail or wholesale to its members only.
AB327, s. 94 8Section 94. 196.09 (1) of the statutes is amended to read:
AB327,160,199 196.09 (1) In this section, "public utility" does not include a
10telecommunications cooperative or an unincorporated telecommunications
11cooperative association
except as provided under s. 196.205. In subs. (2) to (7),
12"public utility" does not include a telecommunications utility. Subsection (9) only
13applies to a telecommunications utility. Every public utility shall file with the
14commission, within such time as may be required by the commission, its estimate of
15the annual rate of depreciation required for each of its classes of fixed capital used
16for public utility purposes, and of the composite annual rate of depreciation required
17for such fixed capital as an aggregate, which shall constitute the public utility's
18estimates of the amount which should be returned to it out of its rates for service, to
19meet the depreciation of its property.
AB327, s. 95 20Section 95. 196.11 (2) of the statutes is amended to read:
AB327,161,321 196.11 (2) Any arrangement under this section shall be under the supervision
22and regulation of the commission. The commission may order any rate, charge or
23regulation which the commission deems necessary to give effect to the arrangement.
24The commission may make any change in a rate, charge or regulation as the
25commission determines is necessary and reasonable and may revoke its approval

1and amend or rescind all orders relative to any arrangement. This subsection does
2not apply to telecommunications cooperatives, unincorporated telecommunications
3cooperative associations,
or telecommunications utilities.
AB327, s. 96 4Section 96. 196.20 (3) of the statutes is amended to read:
AB327,161,85 196.20 (3) Except as provided in subs. (1m) and (5) (a), this section does not
6apply to telecommunications cooperatives, unincorporated telecommunications
7cooperative associations,
or small telecommunications utilities unless made subject
8to this section under s. 196.205 or 196.215 (2).
AB327, s. 97 9Section 97. 196.20 (4) (a) 2. of the statutes is amended to read:
AB327,161,1810 196.20 (4) (a) 2. "Electric public utility" means a public utility whose purpose
11is the generation, transmission, delivery or furnishing of electric power but does not
12include a public utility owned and operated wholly by a municipality or, cooperative,
13or an unincorporated cooperative association
and does not include any public utility
14which purchases, under federal or state approved wholesale rates, more than 50%
15of its electric power requirements from other than an affiliated interest as defined
16under s. 196.52. "Electric public utility" does not include any Class A utility, as
17defined under s. 199.03 (4), whose electric generation equipment has a total capacity
18of less than 30 megawatts.
AB327, s. 98 19Section 98. 196.205 (1m) of the statutes is amended to read:
AB327,161,2320 196.205 (1m) A telecommunications cooperative or an unincorporated
21telecommunications cooperative association
may elect to be subject to ss. 196.28 and
22196.37 as they apply to any rate, toll or charge and to ss. 196.02 (2), 196.09 (1), 196.11
23(2), 196.20 and 196.26 in any of the following ways:
AB327,161,2524 (a) By amendment of the articles of incorporation of the cooperative under s.
25185.51 or the articles of organization of the association under s. 193.221.
AB327,162,2
1(c) By a majority of the voting members of the board of directors of the
2cooperative or association.
AB327, s. 99 3Section 99. 196.205 (2) of the statutes is amended to read:
Loading...
Loading...