AB327,70,17 17(2) A cooperative shall maintain appropriate accounting records.
AB327,70,19 18(3) A cooperative shall keep a copy of each of the following records at its
19principal office:
AB327,70,2020 (a) Its articles, bylaws, and other governing instruments.
AB327,70,2321 (c) A record of the names and addresses of its members, in a form that allows
22preparation of a list of members that is alphabetical and that shows each member's
23address.
AB327,71,3
1(d) The minutes of members' meetings and records of all actions taken by
2members without a meeting by unanimous written consent in lieu of a meeting, for
3the past 3 years.
AB327,71,54 (e) All written communications within the past 3 years to members as a group
5or to any class of members as a group.
AB327,71,76 (f) A list of the names and business addresses of its current directors and
7officers.
AB327,71,98 (g) All financial statements prepared for periods ending during the last fiscal
9year.
AB327,71,11 10(4) A cooperative shall maintain its records in written form or in another form
11capable of conversion into written form within a reasonable time.
AB327,71,17 12(5) Except as otherwise provided under this section, the board may determine
13what records are appropriate for the purposes of the cooperative, the length of time
14records are to be retained, and, subject to s. 193.501 (4), policies relating to the
15confidentiality, disclosure, inspection and copying of the records of the cooperative.
16This subsection does not permit the board to withhold documents that are otherwise
17required to be disclosed by law.
AB327,71,1918 subchapter iii
19 cooperative powers
AB327,71,24 20193.301 Cooperative powers. (1) Generally. In addition to other powers,
21a cooperative may perform every act necessary or proper to the conduct of the
22cooperative's business or the accomplishment of the purposes of the cooperative. A
23cooperative has all rights, powers, and privileges granted to entities organized under
24ch. 185, except those that are inconsistent with an express provision of this chapter.
AB327,72,3
1(2) Dealing in products. A cooperative may buy, sell, or deal in its own
2products or the products of any other person and may negotiate the sales price of any
3product the cooperative sells.
AB327,72,6 4(3) Contracts with members. A cooperative may enter into or become a party
5to a contract for the cooperative or for the cooperative's individual members or
6patrons or between the cooperative and its members.
AB327,72,9 7(4) Acts concerning real and personal property. (a) A cooperative may
8acquire and hold, lease, mortgage, encumber, sell, exchange and convey real and
9personal property as the business of the cooperative may require.
AB327,72,1210 (b) A cooperative may act as trustee or in any fiduciary capacity for any purpose
11not inconsistent with the purposes of the cooperative, subject to any applicable
12requirements of s. 223.105.
AB327,72,14 13(6) Debt instruments, borrowing, security, and investing. A cooperative may
14do any of the following:
AB327,72,1515 (a) Issue bonds, debentures, or other evidence of indebtedness.
AB327,72,1616 (b) Borrow money to finance the business of the cooperative.
AB327,72,1917 (c) Secure any of its obligations by mortgage of, creation of a security interest
18in, or other encumbrance or assignment of all or any of its property, franchises, or
19income.
AB327,72,2020 (d) Form special purpose business entities to secure assets of the cooperative.
AB327,72,2121 (e) Invest its funds.
AB327,72,2322 (f) Acquire, hold, and dispose of evidences of indebtedness of any business
23entity.
AB327,73,3
1(7) Advances to patrons. A cooperative may make advances to the
2cooperative's members or patrons on products delivered by the members or patrons
3to the cooperative.
AB327,73,5 4(8) Donations. A cooperative may accept donations of money and donations of
5real or personal property from its members.
AB327,73,9 6(9) Lending to and borrowing from members. A cooperative may loan money
7to its members with security that it considers sufficient, whether or not any property
8taken as security is of the kind dealt in by the cooperative, and may borrow money
9from its members.
AB327,73,11 10(10) Pensions and benefits. (a) A cooperative may pay pensions, retirement
11benefits, and compensation for past services to or for the benefit of the cooperative.
AB327,73,1912 (b) A cooperative may establish and carry out employee benefit plans and
13provisions for the benefit of any or all of its and its affiliates, officers, managers,
14directors, governors, employees, and agents. In the case of an affiliate that is a
15cooperative, a cooperative may establish and carry out provisions for the benefit of
16the affiliate's members who provide services to the cooperative, and the families,
17dependents, and beneficiaries of any of them. A cooperative may indemnify a
18fiduciary of any employee benefit plan or provisions established under this
19paragraph and purchase insurance for or on behalf of such a fiduciary.
AB327,73,24 20(11) Insurance. A cooperative may purchase for its benefit life insurance and
21other insurance with respect to the services of any of its members, managers,
22directors, employees, and agents, and may purchase insurance on the life of a
23member for the purpose of facilitating the cooperative's acquisition of any of the
24member's membership interests in the cooperative at the death of the member.
AB327,74,9
1(12) Ownership interests in other entities. (a) A cooperative may acquire,
2hold, or dispose of ownership interests in another business entity and, if a
3cooperative acquires ownership interests under this paragraph, assume all rights,
4interests, privileges, responsibilities, and obligations arising out of the ownership
5interests. A cooperative that holds an ownership interest in another business entity
6may, by direction of the board, elect or appoint an individual to represent the
7cooperative at a meeting of the business entity. The representative may represent
8the cooperative at such a meeting and may cast any vote the cooperative is entitled
9to cast at the meeting.
AB327,74,1010 (b) A cooperative may organize business entities.
AB327,74,1211 (c) A cooperative may acquire ownership interests in or organize an entity to
12which any of the following apply:
AB327,74,1313 1. The entity is organized as a federation of associations.
AB327,74,1514 2. The entity is organized for the purpose of forming a district, state, or national
15marketing, sales, or service agency.
AB327,74,1716 3. The entity is organized for the purpose of acquiring marketing facilities at
17terminal or other markets in this state or other states.
AB327,74,22 18(14) Forfeiture. (a) Notwithstanding ch. 177, a cooperative may effect the
19forfeiture to the cooperative of unclaimed allocations, distributions, or credits under
20this chapter or under s. 185.45 (2) (b) and (c), (3) (a) and (b), and (4) (b), unclaimed
21stock issued by the cooperative, and unclaimed deposits held by the cooperative, if
22all of the following conditions are met:
AB327,75,223 1. No earlier than 3 years and no later than 5 years after the allocation,
24distribution, or credit is first made available to its owner, the board declares that the
25allocation, distribution, or credit will be forfeited to the cooperative unless claimed

1by a date determined by the board, which date shall be a business day at least 60 days
2after the date of mailing under subd. 2.
AB327,75,53 2. The cooperative mails a written notice of the declaration under subd. 1. to
4the owner of the allocation, distribution, or credit at the owner's last-known address,
5as reflected in the records of the cooperative.
AB327,75,86 3. The cooperative publishes the notice under subd. 2. as a class 1 notice under
7ch. 985, on or before the date on which the notice is mailed, in a newspaper published
8in a municipality having territory within the service area of the cooperative.
AB327,75,109 4. The allocation, distribution, or credit remains unclaimed after the date
10determined by the board under subd. 1.
AB327,75,1411 (b) A cooperative that effects a forfeiture under par. (a) shall use any forfeited
12moneys within one year after the date on which the funds are forfeited for providing
13scholarships or educational loans to students or for charitable purposes, as
14determined by the board.
AB327,75,1515 (c) Property forfeited under this subsection is not subject to ch. 177.
AB327,75,17 16193.305 Emergency powers. (1) In anticipation of or during an emergency,
17as defined in sub. (4), the board may do any of the following:
AB327,75,1918 (a) Modify lines of succession to accommodate the incapacity of any director,
19officer, employee, or agent.
AB327,75,2120 (b) Relocate the principal office, designate alternative principal offices or
21regional offices, or authorize the officers to do so.
AB327,75,23 22(2) All of the following apply during an emergency, as defined in sub. (4), unless
23emergency bylaws under s. 193.241 (7) provide otherwise:
AB327,75,2524 (a) Notice of a meeting of the board need be given only to those directors whom
25it is practicable to reach and may be given in any practicable manner.
AB327,76,3
1(b) One or more officers of the cooperative present at a meeting of the board may
2be deemed to be directors for the meeting, in order of rank and within the same rank
3in order of seniority, as necessary to achieve a quorum.
AB327,76,5 4(3) Action taken in good faith during an emergency under this section to further
5the ordinary business affairs of the cooperative:
AB327,76,66 (a) Binds the cooperative.
AB327,76,97 (b) May not be the basis for the imposition of liability on any director, officer,
8employee, or agent of the cooperative on the ground that the action was not
9authorized cooperative action.
AB327,76,11 10(4) An emergency exists for purposes of this section if a quorum of the directors
11cannot readily be obtained because of a catastrophic event.
AB327,76,17 12193.311 Agricultural product and commodity marketing contracts. (1)
13Authority. A cooperative and its patron member or patron may enter into a
14marketing contract, requiring the patron member or patron to sell a specified portion
15of the patron member's or patron's agricultural product or specified commodity
16produced from a specified area exclusively to or through the cooperative or a facility
17established by the cooperative.
AB327,76,25 18(2) Title to products. If an agricultural product or commodity is sold to a
19cooperative under a contract under sub. (1), the sale transfers title to the product or
20commodity absolutely, subject to any valid lien or security interest in the product or
21commodity, to the cooperative on delivery of the product or commodity or at another
22time specified in the contract. A contract under sub. (1) may allow a cooperative to
23sell agricultural products or commodities with or without taking title to the products
24or commodities, and pay the sales price to the applicable patron member or patron,
25after deducting amounts specified in the contract.
AB327,77,4
1(3) Term of contract. The term of a contract under sub. (1) may not exceed 10
2years, except that a contract may be renewed for periods not exceeding 5 years each,
3subject to the right of either party to immediately terminate the contract by giving
4written notice of the termination to the other party.
AB327,77,10 5(4) Liquidated damages for breach of contract. A contract under sub. (1) may
6require the patron member or patron to pay an amount to the cooperative as
7liquidated damages for the patron member's or patron's breach of any provision of
8the contract regarding the sale, delivery, or withholding of a product or commodity.
9The amount of liquidated damages shall be specified by including the specified
10amount in the contract.
AB327,77,13 11(5) Injunction against breach of contract. If a patron member or patron
12breaches or threatens to breach a contract under sub. (1), the cooperative may
13commence an action for specific performance and injunctive relief under ch. 813.
AB327,77,16 14(6) Criminal penalty for contract interference and false reports. (a) No
15person may knowingly induce or attempt to induce a patron member or patron of a
16cooperative to breach a contract under sub. (1).
AB327,77,1817 (b) No person may maliciously and knowingly publish false reports about the
18finances or management of a cooperative.
AB327,77,2019 (c) Any person who violates par. (a) or (b) may be fined not more than $1,000
20or imprisoned for not more than 6 months, or both.
AB327,77,23 21(7) Civil liability for contract interference and false reports. In addition
22to the penalty provided in sub. (6) (c), any person who violates sub. (6) (a) or (b) may
23be liable to the cooperative for damages caused by the violation.
AB327,78,3
1193.315 Indemnification and insurance against securities law claims.
2Section 185.042 applies to a cooperative to the same extent as if the cooperative was
3organized under ch. 185.
AB327,78,44 subchapter Iv
AB327,78,55 directors and officers
AB327,78,12 6193.401 Board governs cooperative. A cooperative shall be governed by its
7board which shall take all action for and on behalf of the cooperative except those
8actions reserved or granted to members. No director or group of directors may act
9for or on behalf of the cooperative unless authorized by the board or this chapter. A
10director may advocate interests of members or member groups to the board, but the
11fiduciary duty of each director is to represent the best interests of the cooperative and
12all members collectively.
AB327,78,15 13193.405 Number of directors. The board shall have at least 5 directors,
14except that the board of a cooperative with 50 or fewer members may have as few as
153 directors.
AB327,78,20 16193.411 Election of directors. (1) Initial board. The initial board shall be
17established as provided under s. 193.205 (2) and, except as provided in s. 193.205 (2),
18shall serve until directors are elected by members. The initial board shall appoint
19directors to fill any vacancies on the initial board, until the directors are elected by
20the members.
AB327,78,22 21(2) Generally. (a) Directors shall be elected or appointed for the term, at the
22time, and in the manner provided in this section and the articles and bylaws.
AB327,79,323 (b) If nonpatron members or nonpatron membership interest are granted
24voting rights, a majority of the directors shall be members and a majority of the
25directors shall be elected exclusively by patron members, unless otherwise provided

1in the articles or bylaws. The patron members may also elect an outside director who
2is an expert in financial matters but who has no financial interest in the cooperative.
3Unless the articles or bylaws provide otherwise, the outside director may not vote.
AB327,79,64 (d) A director holds office for the term for which the director was elected and
5until a successor is elected and has qualified, unless the director is removed or a
6vacancy in the office of the director occurs.
AB327,79,87 (g) Directors may be divided into, designated, and elected by class or other
8distinction as provided in the articles or bylaws.
AB327,79,11 9(3) Election at regular meeting. Except as provided under sub. (1) or (4) or
10s. 193.415 (4) or 193.421, all directors shall be elected at the regular members'
11meeting.
AB327,79,19 12(4) District or local unit election of directors. For a cooperative with
13districts or other units, directors may be elected by members on a district or unit
14basis if the articles or bylaws so provide. Directors elected on a district or unit basis
15may be nominated or elected at district member meetings if the articles or bylaws so
16provide. Directors who are nominated at district meetings shall be elected at the
17regular members' meeting by vote of the entire membership, unless the articles or
18bylaws provide that such directors are to be elected at a district member meeting or
19the regular members' meeting by vote of the members of the district.
AB327,79,22 20(4m) Cumulative voting. Unless the articles or bylaws so provide, directors
21may not be elected through the use of any system of voting that permits a voter to
22allocate multiple votes among eligible candidates.
AB327,79,23 23(5) Ballots. All of the following apply to voting under this section:
AB327,79,2524 (a) A member may vote only by casting a ballot as provided under s. 193.545
25(3).
AB327,80,1
1(b) The ballot shall be in a form prescribed by the board.
AB327,80,62 (c) To cast a ballot by mail, a member shall mark the ballot for the candidate
3chosen, seal the ballot in a plain envelope bearing the member's name and the words
4"BALLOT ENCLOSED," or similar words, and enclose that envelope in another
5envelope addressed to the cooperative. To cast an alternative ballot, a member shall
6follow the procedure prescribed by the board.
AB327,80,107 (d) If the ballot of the member is received by the cooperative on or before the
8date of the election, or as otherwise prescribed for alternative ballots, and if all other
9applicable requirements are satisfied the cooperative shall accept and count the
10ballot as the vote of the absent member.
AB327,80,14 11(6) Business entity members may nominate persons for director. Any member
12that is not an individual may nominate one or more individuals as candidates for
13election as a director of the cooperative, unless the cooperative's articles or bylaws
14provide otherwise.
AB327,80,18 15(9) Compensation. Subject to any limitation in the articles or bylaws, the board
16may fix the compensation of the directors, except that any outside director elected
17under sub. (2) (b) may not receive any compensation other than authorized per diem
18reimbursements.
AB327,80,20 19193.415 Removal of directors. All of the following apply, unless the articles
20or bylaws provide otherwise:
AB327,80,23 21(2) Removal of temporary directors by board. A director who was appointed
22by the board to fill a vacancy may be removed by the board at any time, with or
23without cause, if all of the following apply:
AB327,80,2524 (a) The members have not elected directors in the interval between the time
25of the appointment to fill the vacancy and the time of the removal.
AB327,81,2
1(b) A majority of the remaining directors present affirmatively vote to remove
2the director.
AB327,81,10 3(3) Removal of directors by members. A director may be removed at any time,
4with or without cause, by the affirmative vote of the holders of a majority of the voting
5power of membership interests entitled to vote at an election of directors, except that
6a director who was elected solely by the patron members or the holders of a class or
7series of membership interests, as provided in the articles or bylaws, may be removed
8only by the affirmative vote of the holders of a majority of the voting power of the
9patron members or of all membership interests of the class or series entitled to vote
10at an election of that director, respectively.
AB327,81,13 11(4) Election of replacement directors. Notwithstanding s. 193.421, a
12replacement director may be elected to serve out the remaining term of the removed
13director at a meeting at which the director was removed.
AB327,81,17 14193.417 Resignation of directors. A director may resign by giving notice to
15the board or the chairperson of the board. The resignation is effective without
16acceptance upon receipt by the board or the chairperson of the board, unless the
17notice specifies a later effective date.
AB327,82,3 18193.421 Filling vacancies. (1) Patron directors. If a vacancy occurs in the
19office of a director who was elected solely by the patron members, as provided in the
20articles or bylaws, or a new office of director is created for such a director, the board,
21in consultation with the other directors elected solely by the patron members, as
22provided in the articles or bylaws, shall appoint a patron member of the cooperative
23to temporarily fill the vacancy until a successor is elected at the next regular or
24special members' meeting. An appointment under this subsection shall be by
25majority vote of the remaining directors, regardless of whether there is a quorum

1present. If there are no other directors elected solely by the patron members, as
2provided in the articles or bylaws, at the time of the vacancy, the office shall remain
3vacant and a special patron members' meeting shall be called to elect a successor.
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