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.
AB327,61,2525 3. The name and address of each organizer.
AB327,62,1
14. The duration of the cooperative, if the duration is not to be perpetual.
AB327,62,22 (b) The articles may contain any other lawful provision.
AB327,62,4 3(3) Effect of proper filing. Upon compliance with sub. (1), all of the following
4apply:
AB327,62,65 (a) It is presumed that all conditions precedent to organizing the cooperative
6that are required to be performed by the organizers have been satisfied.
AB327,62,87 (b) The cooperative is chartered by this state as a separate legal entity with
8perpetual duration or any other duration stated in the articles under sub. (2) (a) 4.
AB327,62,99 (c) The department shall issue a certificate of organization to the cooperative.
AB327,62,12 10(4) Change of mailing address. If the mailing address of the cooperative
11changes, the cooperative shall file with the department a statement notifying the
12department of the change of address.
AB327,62,14 13193.221 Amendment of articles. (1) Procedure. (a) Except as provided
14under sub. (3), the articles of a cooperative may be amended as follows:
AB327,62,2015 1. The board by majority vote may adopt a resolution stating the text of the
16proposed amendment. The text of the proposed amendment and, if approved by the
17board, an attached mail or alternative ballot, shall be mailed or otherwise
18distributed with any regular or special meeting notice to each member. The notice
19shall designate the time and place of the meeting at which the proposed amendment
20will be considered and voted on.
AB327,62,2321 2. If a quorum of the members is registered as being present or represented by
22alternative vote at the meeting specified in the notice under subd. 1., the proposed
23amendment may be adopted by the following means, as applicable:
AB327,62,2424 a. By a majority of the votes cast.
AB327,63,3
1b. For a cooperative with articles or bylaws requiring more than majority
2approval or other conditions for approval, by a sufficient vote as required under the
3articles or bylaws or by satisfying the other conditions for approval.
AB327,63,64 (b) The articles may be amended as restated articles using the procedure under
5par. (a). If restated articles are adopted, the restated articles supercede all prior
6articles and amendments to the articles.
AB327,63,107 (c) After an amendment or restated articles are adopted under par. (a) or (b),
8the chair, vice-chair, records officer, or assistant records officer of the cooperative
9shall sign the amendment or restated articles and promptly file a copy with the
10department.
AB327,63,12 11(2) Certificate. (a) If an amendment or restated articles are adopted under
12sub. (1), the board shall prepare a certificate containing all of the following:
AB327,63,1513 1. A statement listing the date of the meeting at which the board adopted the
14resolution concerning the proposed amendment under sub. (1) (a) 1. or the restated
15articles and the vote of the board.
AB327,63,1616 2. A copy of the notice provided to members under sub. (1) (a) 1.
AB327,63,1717 3. A listing of the quorum registered at the meeting under sub. (1) (a) 2.
AB327,63,1918 4. A listing of the votes cast adopting the amendment or the restated articles
19at the meeting under sub. (1) (a) 2.
AB327,63,2120 (b) The chair, vice-chair, records officer, or financial officer of the cooperative
21shall sign the certificate and file the certificate with the records of the cooperative.
AB327,63,24 22(3) Amendment by directors. A majority of directors may, by resolution, amend
23the articles if the cooperative does not have any members with voting rights. The
24board shall promptly file an amendment under this subsection with the department.
AB327,64,5
1(4) Effective date of amendment. An amendment or restated articles adopted
2under sub. (1) or an amendment adopted under sub. (3) is effective on the date
3specified in the resolution adopted under sub. (1) (a) 1. or (3), as applicable, or, if no
4such date is specified, upon the filing of the amendment or restated articles with the
5department.
AB327,64,11 6193.225 Conversion to cooperative. (1) Authority and notice. A
7business entity other than an cooperative may become a cooperative by following the
8applicable procedure under sub. (2) or (3). A business entity shall provide its
9members with a disclosure statement listing the rights and obligations of the
10members and the capital structure of the proposed cooperative before making a
11conversion under this section.
AB327,64,19 12(2) Procedure for entities organized in this state. A business entity
13organized under the laws of this state, other than a cooperative, that elects to make
14a conversion as provided under sub. (1) shall amend its organizational documents in
15the manner provided under the laws that govern the business entity. The business
16entity shall file with the department amended articles of organization that comply
17with s. 193.215. Upon the filing of the amended articles of organization, the business
18entity is converted to a cooperative and is governed by the applicable provisions of
19this chapter.
AB327,65,2 20(3) Procedure for entities organized in other states. A business entity
21organized under the laws of another state that elects to make a conversion as
22provided under sub. (1) shall amend its organizational documents in the manner
23provided under the other state's laws that govern the business entity. The business
24entity shall file with the department amended articles of organization that comply
25with s. 193.215. Upon the filing of the amended articles of organization, the business

1entity is converted to a cooperative and is governed by the applicable provisions of
2this chapter.
AB327,65,7 3193.231 Curative filing. If the department determines that a cooperative has
4made an erroneous filing under this chapter, the department may revoke and
5expunge the erroneous filing and authorize a curative document to be filed. The
6department shall charge the cooperative a filing fee of $500 for any such revocation,
7expungement, and subsequent curative filing.
AB327,65,12 8193.241 Bylaws. (1) Required. A cooperative shall have bylaws governing
9the cooperative's business affairs and structure, the qualifications, classification,
10rights, and obligations of members, and the classifications, allocations, and
11distributions of membership interests which are not otherwise provided in the
12articles or by this chapter.
AB327,65,16 13(2) Contents. The bylaws may contain any provision relating to the
14management or regulation of the affairs of the cooperative that is not inconsistent
15with applicable law or the articles and, if not stated in the articles, the bylaws shall
16include all of the following:
AB327,65,2317 (a) A description of the capital structure of the cooperative, including a
18statement of the classes and relative rights, preferences, and restrictions granted to
19or imposed upon each class of member interests, the rights to share in profits or
20distributions of the cooperative, and the authority to issue member interests and, if
21applicable, a statement that the board may establish a class or series of member
22interests, set forth the designation of the class or series, and fix the relative rights
23and preferences of the class or series.
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