AB327, s. 86 15Section 86. 183.0103 (2) (b) of the statutes is amended to read:
AB327,52,2016 183.0103 (2) (b) The name of any foreign limited liability company, foreign
17corporation, foreign nonstock corporation, foreign limited partnership, foreign
18limited liability partnership or, foreign cooperative association, or foreign
19unincorporated cooperative association,
or the designated, registered or fictitious
20name under which any such entity is licensed to transact business in this state.
AB327, s. 87 21Section 87. 183.0103 (2) (c) of the statutes is amended to read:
AB327,52,2322 183.0103 (2) (c) Any name reserved or registered under ch. 179, 180, 181 or,
23185, or 193.
AB327, s. 88 24Section 88. 183.0103 (4) (a) of the statutes is amended to read:
AB327,53,6
1183.0103 (4) (a) The other limited liability company, corporation, nonstock
2corporation, limited partnership, limited liability partnership or, cooperative
3association, or unincorporated cooperative association consents to the use in writing
4and submits an undertaking in a form satisfactory to the department to change its
5name to a name that is distinguishable upon the records of the department from the
6name of the applicant.
AB327, s. 89 7Section 89. Chapter 193 of the statutes is created to read:
AB327,53,88 CHAPTER 193
AB327,53,109 Unincorporated Cooperative
10 associations
AB327,53,1111 SUBCHAPTER I
AB327,53,1212 GENERAL PROVISIONS
AB327,53,14 13193.001 Citation. This chapter may be cited as the "Wisconsin Cooperative
14Associations Act."
AB327,53,15 15193.005 Definitions. Unless the context requires otherwise, in this chapter:
AB327,53,18 16(2) "Address" means mailing address and, in the case of a registered address,
17means the mailing address and the actual office location, which may not be a post
18office box.
AB327,53,20 19(2m) "Affiliate," when used in reference to any person, means another person
20who controls, is controlled by, or is under common control with the person.
AB327,53,24 21(3) "Alternative Ballot" means a method of voting, prescribed by the board in
22advance of the vote, that permits a vote to be cast electronically, telephonically, via
23the Internet, or by any similar means which reasonably allows members the
24opportunity to vote.
AB327,53,25 25(3m) "Allocation unit" means a separate business unit of a cooperative.
AB327,54,1
1(4) "Articles" means the articles of organization of a cooperative.
AB327,54,3 2(5) "Association" means an organization conducting business on a cooperative
3plan under the laws of any state.
AB327,54,4 4(6) "Board" means the board of directors of a cooperative.
AB327,54,7 5(7) "Business entity" means a cooperative, corporation, limited liability
6company, association, firm, or partnership operated for profit and organized under
7a law other than a law of this state.
AB327,54,9 8(9) "Cooperative" means an association organized under this chapter
9conducting business on a cooperative plan as provided under this chapter.
AB327,54,10 10(9m) "Department" means the department of financial institutions.
AB327,54,12 11(10) "Domestic business entity" means a business entity organized under the
12laws of this state.
AB327,54,14 13(11m) "Electronic" means relating to technology having electrical, digital,
14magnetic, wireless, optical, electromagnetic, or similar capabilities.
AB327,54,17 15(11p) "Electronic signature" means an electronic sound, symbol, or process,
16attached to or logically associated with a writing and executed or adopted by a person
17with intent to authenticate the writing.
AB327,54,20 18(12) "File with the department" means to deliver to the department a document
19meeting the applicable requirements of this chapter, signed and accompanied by any
20required filing fee.
AB327,54,22 21(13) "Foreign business entity" means a business entity that is organized under
22the laws of another state or the United States.
AB327,54,24 23(14) "Foreign cooperative" means a foreign business entity organized to
24conduct business on a cooperative plan consistent with this chapter or ch. 185.
AB327,55,3
1(15) "Member" means a person reflected on the books of the cooperative as the
2owner of governance rights of a membership interest of the cooperative. The term
3includes patron and nonpatron members.
AB327,55,8 4(16) "Membership interest" means a member's interest in a cooperative,
5consisting of a member's financial rights, a member's right to assign financial rights,
6a member's governance rights, and a member's right to assign governance rights.
7The term includes patron membership interests and nonpatron membership
8interests.
AB327,55,9 9(17) "Members' meeting" means a regular or special members' meeting.
AB327,55,11 10(18) "Nonpatron member" means a member who holds a nonpatron
11membership interest.
AB327,55,14 12(19) "Nonpatron membership interest" means a membership interest that does
13not require the holder to conduct patronage business for or with the cooperative to
14receive financial rights or distributions.
AB327,55,16 15(20) "Patron" means a person or entity who conducts patronage with the
16cooperative.
AB327,55,18 17(21) "Patronage" means transactions or services done for or with a cooperative
18as defined by the cooperative.
AB327,55,19 19(22) "Patron member" means a member holding a patron membership interest.
AB327,55,22 20(23) "Patron membership interest" means a membership interest requiring the
21holder to conduct patronage for or with the cooperative, as specified by the
22cooperative, to receive financial rights or distributions.
AB327,56,2 23(24) "Sign" means to execute or adopt a manual, facsimile, conformed, or
24electronic signature or any symbol with intent to authenticate a writing and, with
25respect to a document required under this chapter to be filed with the department,

1with authority to do so under this chapter and under the articles, bylaws, or a
2resolution approved by the directors or members.
AB327,56,5 3(25) "Writing" means information that is inscribed on a tangible medium or
4that is stored in an electronic or other intangible medium and is retrievable in
5perceivable form.
AB327,56,10 6193.105 Use of term "cooperative" restricted. (1) Use of term
7"cooperative" restricted.
A business entity may not use the term "cooperative" as
8part of its business name or title or represent itself as a cooperative, in this state,
9unless the business entity is a cooperative or foreign cooperative or is organized
10under ch. 185.
AB327,56,13 11(2) Penalty for misuse of term "cooperative." A business entity that violates
12sub. (1) may be fined not more than $250. Each day of improper use constitutes a
13separate offense.
AB327,56,15 14193.111 Filing fees and other requirements. (1) Except as provided
15under sub. (2), the department shall charge and collect for:
AB327,56,1916 (a) Filing articles for a new cooperative, $25, if the new cooperative is organized
17with no capital stock. If the new cooperative is organized with capital stock, the
18department may charge $1.25 for each $1,000 of capital stock, or $25, whichever is
19greater.
AB327,56,2220 (b) Filing an amendment to or restatement of the articles or articles of
21consolidation or division, $25, except that no fee may be collected for any of the
22following:
AB327,56,2523 1. An amendment showing only a change of address resulting from the action
24of a governmental agency if there is no corresponding change in physical location and
25if 2 copies of the notice of the action are submitted to the department.
AB327,57,2
12. An amendment or statement filed to reflect only a change in the name of a
2registered agent.
AB327,57,33 (c) Filing articles of merger, $30.
AB327,57,44 (d) Filing articles or decree of dissolution, $5.
AB327,57,75 (e) Receiving service of any process, notice, or demand, authorized to be served
6on the department by this chapter, an amount equal to the fee established under s.
7182.01 (4) (c).
AB327,57,88 (g) Filing a report of names and addresses of officers or directors, $3.
AB327,57,119 (h) Processing in an expeditious manner a document required or permitted to
10be filed or recorded under this chapter, an amount equal to the fee established under
11s. 182.01 (4) (d), in addition to the fee required by other provisions of this chapter.
AB327,57,13 12(2) The department, by rule, may specify a larger fee for filing documents
13described in sub. (1) in paper format.
AB327,57,15 14(3) No document may be filed or recorded until all fees for the document have
15been paid.
AB327,57,19 16(4) The department shall endorse on any document filed with the department
17the word "filed" or a similar word determined by the department and the month, day,
18and year of filing, record the document in the office of the department, and return
19the document to the person or entity who delivered it for filing.
AB327,57,22 20193.115 Registered office and agent. (1) Registered office and agent
21required.
A cooperative shall establish and continuously maintain in this state all
22of the following:
AB327,57,2423 (a) A registered office which may be, but need not be, the same as the
24cooperative's place of business.
AB327,58,4
1(b) A registered agent, which agent may be an individual resident of this state
2whose business office is identical to the registered office, a domestic business entity,
3or a foreign business entity authorized to transact business in this state, having an
4office identical to the registered office.
AB327,58,8 5(2) Designation of initial office and agent. The organizers of a cooperative
6shall designate the cooperative's initial registered office and agent by filing with the
7department, along with the original articles of organization under s. 193.215 (1), a
8statement setting forth all of the following:
AB327,58,99 (a) The name of the cooperative.
AB327,58,1010 (b) The address of its registered office.
AB327,58,1111 (c) The name of its registered agent.
AB327,58,1312 (d) That the address of its registered office and the address of the business office
13of its registered agent are identical.
AB327,58,16 14(2m) Change of office and agent. Except as provided in sub. (5), a cooperative
15may change its registered office or agent by filing with the department a statement
16setting forth all of the following:
AB327,58,1717 (a) The name of the cooperative.
AB327,58,1818 (b) The address of its then registered office.
AB327,58,2019 (c) If the address of its registered office is to be changed, the address to which
20the registered office is to be changed.
AB327,58,2121 (d) The name of its then registered agent.
AB327,58,2322 (e) If its registered agent is to be changed, the name of its successor registered
23agent.
AB327,58,2524 (f) That the address of its registered office and the address of the business office
25of its registered agent, as changed, will be identical.
AB327,59,2
1(g) That any change was authorized by affirmative vote of a majority of the
2board.
AB327,59,9 3(3) Duties of department; effective date of change. Upon receipt of a
4statement delivered under sub. (2) or (2m), the department shall examine the
5statement to ensure that it conforms to the applicable requirements of this section.
6If the department finds that the statement conforms to the applicable requirements
7of this section, the department shall file the statement. Any change designated in
8a statement delivered under sub. (2m) takes effect upon filing of the statement by the
9department.
AB327,59,15 10(4) Resignation of Agent. Any registered agent of a cooperative may resign
11as agent by filing with the department a written notice of resignation, together with
12one exact or conformed copy. The department shall mail a copy of the notice to the
13cooperative at its principal mailing address as determined by the department. The
14resignation takes effect on the first day of the 2nd month beginning after receipt of
15the notice by the department.
AB327,59,22 16(5) Change of Address or Name of Agent. If the address or name of a
17registered agent changes, the agent shall change the address of the registered office
18or the name of the registered agent, as applicable, of the cooperative that appointed
19the agent by filing with the department the statement required under sub. (2m),
20except that the statement need only be signed by the registered agent, need not
21satisfy sub. (2m) (e) or (g), and shall state that a copy of the statement has been
22mailed to the cooperative or to the legal representative of the cooperative.
AB327,60,2 23193.121 Legal recognition of electronic records and signatures. For the
24purpose of satisfying 15 USC 7002 (a) (2) (B) as that statute relates to this chapter,

1this state acknowledges the existence of the Electronic Signatures in Global and
2National Commerce Act, 15 USC 7001 to 7031.
AB327,60,43 Subchapter ii
4 organization
AB327,60,7 5193.201 Organizational purpose. A cooperative may be formed and
6organized on a cooperative plan for patrons as provided under this chapter for any
7of the following purposes:
AB327,60,12 8(1) To market, process, or otherwise change the form or marketability of
9products, including crops, livestock, and other agricultural products; to manufacture
10products; to accomplish other purposes that are necessary or convenient to facilitate
11the production or marketing of products by patron members and others; and to
12accomplish other purposes that are related to the business of the cooperative.
AB327,60,13 13(2) To provide products, supplies, and services to its members.
AB327,60,14 14(3) To accomplish any other lawful purpose.
AB327,60,18 15193.205 Organizers. (1) Qualification. A cooperative may be organized by
16one or more organizers who shall be individuals over the age of 18, who may act for
17themselves as individuals or as the agents of other entities. The organizers forming
18the cooperative need not be members of the cooperative.
AB327,60,22 19(2) Role of organizers. If the cooperative's initial board is not named in the
20articles, the organizers may elect the initial board or may act as directors with all of
21the powers, rights, duties, and liabilities of directors, until the board is elected or
22until a contribution is accepted, whichever occurs first.
AB327,61,7 23(3) Meeting or written action. After the articles are filed, the organizers or
24the board named in the articles, as applicable, shall hold an organizational meeting
25at the call of a majority of the organizers or of the board, as applicable, or take written

1action for the purposes of transacting business and taking actions appropriate to
2complete the organization of the cooperative. If a meeting is held under this
3subsection, the person or persons calling the meeting shall give at least 3 days prior
4notice of the meeting to each organizer or director, as applicable, stating the date,
5time, and place of the meeting. An organizer or director may waive notice of an
6organizational meeting in the same manner that a director may waive notice of
7meetings of the board.
AB327,61,12 8193.211 Cooperative name. (1) Distinguishable name. The name of a
9cooperative shall distinguish the cooperative upon the records of the department
10from the name of all business entities authorized to do business in this state and all
11names the right to which are, at the time of organization, reserved or provided for
12by law.
AB327,61,16 13(2) Reservation; contest of name. A cooperative's name is reserved for use by
14the cooperative during the cooperative's existence, except that a person doing
15business in this state may contest the cooperative's use of the name as provided by
16law.
AB327,61,21 17193.215 Articles of organization and notice of mailing address. (1)
18Filing required. The organizers of a cooperative shall file with the department the
19cooperative's original articles as specified under sub. (2), together with the statement
20required under s. 193.115 (2) and a statement listing the current mailing address of
21the cooperative.
AB327,61,22 22(2) Content of articles. (a) The articles shall state all of the following:
AB327,61,2323 1. The name of the cooperative.
AB327,61,2424 2. The purpose of the cooperative.
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