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.
AB327,66,3
1(b) A provision designating voting and governance rights, including which
2membership interests have voting power and any limitations or restrictions on the
3voting power, which shall be in accordance with the provisions of this chapter.
AB327,66,74 (c) A statement that patron membership interests with voting power are
5restricted to one vote for each member regardless of the amount of patron
6membership interests held in the affairs of the cooperative or a statement describing
7the allocation of voting power as prescribed in this chapter.
AB327,66,108 (d) A statement that membership interests held by a member are transferable
9only with the approval of the board or a statement otherwise describing the manner
10in which membership interests may be transferred consistent with this chapter.
AB327,66,1811 (e) If nonpatron membership interests are authorized, a statement as to how
12profits and losses will be allocated and cash will be distributed between patron
13membership interests collectively and nonpatron membership interests collectively,
14a statement that net income allocated to patron membership interests as determined
15by the board in excess of dividends and additions to reserves shall be distributed on
16the basis of patronage, and a statement that the records of the cooperative shall
17include the interests of patron membership interests and, if authorized, nonpatron
18membership interests in any classes of interests and in the reserves.
AB327,66,2219 (f) A statement of the number of directors; the qualifications, manner of
20election, powers, and duties of directors; and the manner in which any compensation
21of directors is determined. Provisions included in the bylaws under this paragraph
22shall be consistent with subch. IV.
AB327,66,2423 (g) A statement of the qualifications of members and any limitations on their
24number.
AB327,67,2
1(h) A description of the methods of admission, withdrawal, suspension, and
2expulsion of members.
AB327,67,63 (i) A general description of members' governance rights and financial rights,
4assignability of governance and financial rights, and other rights, privileges, and
5obligations of members and their membership interests, which may be further
6described in member control agreements.
AB327,67,77 (j) Any provisions required by the articles to be in the bylaws.
AB327,67,11 8(3) Adoption and amendment; notice. (a) Bylaws shall be adopted prior to any
9distributions to members, but if the articles provide that rights of contributors to a
10class of membership interest will be determined in the bylaws, then the bylaws shall
11be adopted prior to the acceptance of any contributions to that class.
AB327,67,1412 (b) Subject to subs. (4), (5), and (6), the bylaws may be adopted or amended by
13the board or, if all of the following apply, the members may adopt or amend bylaws
14at a regular or special members' meeting:
AB327,67,1815 1. The notice of the meeting contains a statement that the bylaws or
16amendments will be voted upon, a statement summarizing the proposed bylaws or
17amendments, and either copies of the bylaws or amendments or a statement that
18copies of the bylaws or amendments are available from the cooperative upon request.
AB327,67,2019 2. A quorum of the members is registered as being present or represented by
20alternative vote at the meeting.
AB327,67,2221 3. The bylaws or amendments are approved by the following means, as
22applicable:
AB327,67,2323 a. By a majority of the votes cast.
AB327,68,3
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.
AB327,68,64 (c) The members may amend the bylaws even though the bylaws may also be
5amended by the board. The board may amend the bylaws even though the bylaws
6may also be amended by the members.
AB327,68,107 (d) The board shall distribute to the members any amendment to the bylaws
8adopted by the board no later than the 10th day after adoption and the notice of the
9next regular members' meeting occurring after adoption shall contain a notice and
10summary of, or a copy of, the amendment.
AB327,68,12 11(4) Limitation on board's amendment authority. The board may not amend the
12bylaws if any of the following apply:
AB327,68,1413 (a) This chapter, the articles, or the bylaws reserve the power exclusively to the
14members.
AB327,68,1515 (b) The articles or bylaws expressly prohibit the board from doing so.
AB327,68,1816 (c) The amendment would fix a greater quorum or voting requirement for
17members or voting groups of members or would amend a provision adopted by
18amendment under sub. (5).
AB327,69,2 19(5) Amendment to change quorum or voting requirements for members. The
20members may amend the bylaws to specify a greater quorum requirement for
21members, or voting groups of members, or a greater number of votes or members
22participating required for approval than is otherwise required by this chapter. An
23amendment to the bylaws to add, change, or delete such a quorum or voting
24requirement shall meet the same quorum requirement and be adopted by the same

1vote and voting groups required to take action under the quorum and voting
2requirements then in effect or proposed to be adopted, whichever are more stringent.
AB327,69,6 3(6) Amendment to change quorum or voting requirements for directors. (a)
4A bylaw that specifies a greater quorum requirement for the board or a greater
5number of votes or directors participating required for approval than is otherwise
6required by this chapter may be amended as follows:
AB327,69,77 1. If the bylaw was originally adopted by the members, only by the members.
AB327,69,98 2. If the bylaw was originally adopted by the board, by the members or by the
9board.
AB327,69,1510 (b) A bylaw, or amendment to the bylaws, adopted by the members that
11specifies a greater quorum or voting requirement for the board as described in par.
12(a) may provide that it may be subsequently amended only by a specified vote of
13either the members or the board, but if the bylaw or amendment so provides, the
14bylaw or amendment shall be originally adopted by the specified vote of the members
15proposed in the bylaw or amendment.
Loading...
Loading...