Chapter 185

185.12(6) (6) The bylaws may set forth provisions, not inconsistent with this chapter, relating to the methods and procedures for voting.

185.12 History History: 1985 a. 30 ss. 13, 14, 42; 1993 a. 482; 2009 a. 387; 2015 a. 87; 2017 a. 76.

185.13 185.13 Member meetings.

185.13(1) (1) Unless the bylaws provide otherwise, and except for meetings held by means of remote participation under sub. (7), member meetings shall be held at the principal office or such other place as the board may determine.

185.13(2) (2) An annual member meeting shall be held at the time fixed in or pursuant to the bylaws. In the absence of a bylaw provision, such meeting shall be held within 6 months after the close of the fiscal year at the call of the president or board.

185.13(3) (3) Special member meetings may be called by the president, board, or members having one-fifth of the votes entitled to be cast at such meeting.

185.13(4) (4) Written notice, stating the place, if any, and the day and hour, and in case of a special member meeting the purposes for which the meeting is called, shall be given not less than 7 nor more than 30 days before the meeting at the direction of the person calling the meeting. Notice need be given only to members entitled to vote. Notice shall be given to members having limited voting rights if they have or may have the right to vote at the meeting.

185.13(5) (5) At any meeting at which members are to be represented by delegates, notice to such members may be given by notifying such delegates and their alternates. Notice may consist of a notice to all members or may be in the form of an announcement at the meeting at which such delegates or alternates were elected.

185.13(6) (6) Action without a meeting may be taken pursuant to s. 185.34.

185.13(7) (7) 

185.13(7)(a) (a) A cooperative may hold a member meeting under sub. (2) or (3) by means of remote participation as provided in pars. (b) and (c).

185.13(7)(b) (b) If members participate in a member meeting by means of remote communication, the participating members are deemed to be present in person and to vote at the member meeting held by means of remote communication if all of the following apply:

185.13(7)(b)1. 1. The cooperative implements reasonable measures to verify that each person deemed present and permitted to vote at the member meeting by means of remote communication is a member.

185.13(7)(b)2. 2. The cooperative implements reasonable measures to provide members a reasonable opportunity to participate in the meeting and to vote on matters submitted to the members, including an opportunity to read or hear the proceedings of the meeting concurrently with the proceedings.

185.13(7)(c) (c) Members may cast votes by electronic means at a member meeting held by means of remote communication if all of the following apply:

185.13(7)(c)1. 1. The bylaws provide for electronic voting.

185.13(7)(c)2. 2. The cooperative is able to authenticate that it is a member who is casting a vote.

185.13 History History: 1985 a. 30; 2021 a. 5.

185.14 185.14 Quorum.

185.14(1) (1) A quorum at a member meeting shall be 10 percent of the first 100 members plus 5 percent of additional members.

185.14(2) (2) Unless the bylaws fix a larger number of members to constitute a quorum and except as provided in the bylaws in accordance with s. 185.12 (4) (b) 2., a quorum shall never be more than 50 members nor less than 5 members or a majority of all members, whichever is smaller. Members represented by signed ballots may be counted in computing a quorum only on those motions for which the signed ballots were submitted.

185.14 History History: 1985 a. 30.

185.15 185.15 Notice to members, stockholders or other persons; waiver.

185.15(1) (1) Whenever notice is required by this chapter to be given to any person, the notice shall be given either personally or by mail. If mailed, the notice is given when it is deposited or a newsletter or other publication of a cooperative or of an affiliated organization which includes the notice is deposited in the United States mail, with postage prepaid thereon, addressed to such person at his or her address as it appears on the records of the cooperative.

185.15(2) (2) A signed waiver is equivalent to personal notice to the person so signing. The waiver may be signed at any time.

185.15 History History: 1985 a. 30.

185.21 185.21 Stock; authorization, issuance, control, use, rights.

185.21(1) (1) A cooperative may be organized with or without capital stock.

185.21(2) (2) A cooperative organized with capital stock may issue the amount of stock stated in its articles. Such stock may be divided into 2 or more classes with such designations, preferences, limitations, and relative rights as shall be stated in the articles, except that:

185.21(2)(a) (a) Stock as such has no voting power, except as stated in ss. 185.52, 185.61 and 185.63;

185.21(2)(b) (b) Stock without par value shall not be authorized or issued;

185.21(3) (3) 

185.21(3)(a) (a) The articles may require that members own one or more shares of membership stock. Such stock shall be issued or transferred only to a person eligible to become a member, and only when such person satisfies other requisites for membership.

185.21(3)(b) (b) Unless restricted by the articles, stock other than membership stock may be issued or transferred to any person.

185.21(4) (4) Each certificate for stock shall bear the manual or facsimile signature of a principal officer and shall state:

185.21(4)(a) (a) The name of the cooperative, the number, par value and class of the shares represented by the certificate, and whether or not it is membership stock.

185.21(4)(b) (b) Any restrictions on the issuance or transfer of such stock, including those provided in sub. (3) (a);

185.21(4)(c) (c) If more than one class of stock is authorized, the designation of the several classes, and their respective preferences, limitations and relative rights. In lieu of the full statement, this information may be given in summary form, or the certificate may state that the cooperative will, upon request, furnish the information required by this subsection.

185.21(5) (5) No stock certificate may be issued except upon payment of the par value of the stock it represents. Payment for stock may be in cash or other property. If in other property, the value thereof shall be determined by the board and such determination, if made in good faith, shall be conclusive.

185.21(6) (6) Unless the articles provide otherwise, a cooperative may acquire, recall, exchange, redeem, and reissue its own stock. Provisions in the articles and on the stock certificate may reserve to the cooperative a prior right to acquire any stock offered for sale, or a right to recall the stock of any stockholder, or both of said rights. The consideration paid for stock recalled by the cooperative shall be its par value and accrued unpaid dividends, provided that if the book value of such stock is less than the par value, the consideration shall be such book value. The cooperative may set off obligations of the stockholder to it. If the remaining assets would be less than the aggregate amount payable to creditors and persons holding stock with preferential rights upon liquidation, no stock shall be acquired, recalled, exchanged or redeemed for a consideration other than stock or certificates of equity interest of equal or subordinate rank.

185.21(7) (7) When stock is acquired, recalled, exchanged, or redeemed by the cooperative, such stock is restored to the status of authorized but unissued stock.

185.21(8) (8) Stockholders as such have no preemptive right to purchase additional stock.

185.21 History History: 1975 c. 34; 1985 a. 30 ss. 18, 19, 42, 44; 2017 a. 76.

185.22 185.22 Subscriptions for stock; liability therefor.

185.22(1) (1) A subscription for stock of a cooperative is irrevocable for 6 months unless otherwise provided by the subscription agreement, or unless all subscribers consent to the revocation.

185.22(2) (2) Except as provided in s. 185.37, a stockholder or subscriber is under no obligation to any person with respect to the stockholder’s or subscriber’s stock or subscription other than the obligation to pay to the cooperative the full consideration for which such stock was to be issued.

185.22 History History: 1985 a. 30 s. 42; 1993 a. 482.

185.23 185.23 Missing securities or records.

185.23(1) (1) When a security issued by a cooperative, which is not a “security” as defined in s. 408.102, is missing, the cooperative shall issue a duplicate security if the owner so requests and furnishes an indemnity acceptable to the cooperative.

185.23(2) (2) When records showing ownership of securities of apportionment of equity interest in the assets are missing and the information therein contained is necessary to a proposed redemption of the interest, the cooperative may give notice and redeem as follows:

185.23(2)(a) (a) The cooperative shall set aside an amount equal to the value of the interests to be redeemed.

185.23(2)(b) (b) The cooperative shall give notice of such redemption to all owners of interests of which the cooperative has knowledge.

185.23(2)(c) (c) If there are interests, the ownership of which is unknown to the cooperative, it shall publish notice of the redemption at least once a month for 4 months in a publication circulated among members of cooperatives in the area, and also publish a class 3 notice, under ch. 985.

185.23 History History: 1985 a. 30 s. 42.

185.24 185.24 Liability of cooperative for wrongful transfers of its securities.

185.24(1) (1) A cooperative is not liable for acting upon wrongful transfers of its securities which are not “securities” as defined in s. 408.102, unless it has notice that the certificate was not transferred by a proper person or has notice that the transfer was wrongful.

185.24(2) (2) As used in this section:

185.24(2)(a) (a) “Proper person” means the registered owner or last prior transferee, whether or not described as fiduciary for another, or his or her authorized agent, legal representative or successor to his or her interest by operation of law.

185.24(2)(b) (b) “Wrongful transfer” means a transfer which is in excess of the authorization or capacity of the transferor, or which is made in breach of the transferor’s fiduciary duty.

185.24(2)(c) (c) “Transfer” includes a redemption or recall of stock.

185.24 History History: 1985 a. 30 s. 42; 1993 a. 482.

185.25 185.25 Applicability of ch. 408 to cooperative securities. Chapter 408 applies to those securities of a cooperative which fall within the definition of a “security” in s. 408.102, except that s. 185.21 applies to all stock of a cooperative and s. 185.23 (2) applies to all securities of a cooperative regardless of any provisions of ch. 408 which are inconsistent therewith or contrary thereto.

185.31 185.31 Directors; number, election, removal and vacancies.

185.31(1) (1) 

185.31(1)(a) (a) All powers of the cooperative shall be exercised by or under authority of, and the business and affairs of a cooperative shall be managed under the direction of, the board, except as otherwise provided in this chapter. Except as provided in par. (b), every director shall be a member or a representative of a member that is other than a natural person. The bylaws shall prescribe any other qualifications for directors and may provide that directors be from specified districts.

185.31(1)(b) (b)

185.31(1)(b)1. 1. In this paragraph, “outside director” means a director who is neither a member nor a representative of a member that is other than a natural person.

185.31(1)(b)2. 2. Subject to subds. 3. and 4., if authorized by the bylaws, a cooperative may allow for not more than 2 outside directors.

185.31(1)(b)3. 3. The total number of outside directors may not exceed 20 percent of the total number of directors, as established under sub. (2).

185.31(1)(b)4. 4. No person may serve as an outside director unless a majority of the members or delegates voting or a majority of directors who are not outside directors, as specified in the bylaws, votes to approve the person as a director.

185.31(1)(b)5. 5. An outside director has the same voting rights as a director who is not an outside director.

185.31(2) (2) The number of directors shall not be less than 5, provided that, in a cooperative with less than 50 members, the number of directors shall not be less than 3. Subject to such limitation, the number shall be fixed in the articles, or if the articles so provide, in the bylaws.

185.31(3) (3) The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director’s term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the department a report showing the names and addresses of all directors.

185.31(4) (4) Unless the bylaws provide otherwise, a director may be removed upon a majority vote of all members.

185.31(5) (5) Unless the bylaws provide otherwise, any vacancy existing in the board, including any vacancy created by an increase in the number of directors, may be filled until the next annual meeting by appointment by a majority vote of the directors then in office.

185.31 History History: 1985 a. 30 ss. 20, 42; 1995 a. 27; 2017 a. 76.

185.32 185.32 Directors; meetings, quorum and waiver of notice.

185.32(1) (1) Meetings of the board shall be held at such place and upon such notice as is prescribed in or pursuant to the bylaws.

185.32(2) (2) Unless a greater number is required in the bylaws, a majority of the directors in office shall constitute a quorum for transaction of business. Unless a greater number is required in the bylaws, an act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board.

185.32(3) (3) A signed waiver of notice of a board meeting is equivalent to personal notice to the person so signing. The waiver may be signed at any time. Attendance at a meeting is a waiver of notice of such meeting, except when a director attends the meeting and objects thereat to the transaction of business because the meeting was not lawfully convened.

185.32(4) (4) Unless the bylaws provide otherwise, the purposes of any meeting of the board need not be specified in the notice or waiver of notice of such meeting.

185.32(5) (5) 

185.32(5)(a) (a) Unless the articles or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including an executive committee meeting, of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:

185.32(5)(a)1. 1. All participating directors may simultaneously hear each other during the meeting.

185.32(5)(a)2. 2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

185.32(5)(b) (b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is deemed to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.

185.32 History History: 1989 a. 308; 1991 a. 16.

185.33 185.33 Executive committee.

185.33(1) (1) If the bylaws so provide, the board may elect an executive committee to consist of 3 or more directors. When the board is not in session, such committee shall have all powers of the board except in respect to: