185.76 History
History: 1981 c. 337.
185.81
185.81
Admission of foreign cooperatives. A foreign cooperative is entitled to all rights, exemptions and privileges of a cooperative organized under this chapter, if it is authorized to do business in this state under
ch. 180. Such foreign cooperative may qualify under
ch. 180 whether or not formed for profit and whether or not formed with stock. Any such foreign cooperative claiming to be subject to
s. 71.26 (1) (a) or
71.45 (1) may be required to furnish the department of revenue with such facts as said department shall deem necessary to establish the foreign cooperative's rights thereunder.
185.81 History
History: 1987 a. 312 s.
17.
185.815
185.815
Recording change of principal office or registered agent. If a document submitted to the department for filing under this chapter changes the county of the principal office or of the registered agent:
185.815(1)
(1) An original of the document or a duplicate original endorsed by the department shall be recorded in each county;
185.815(2)
(2) The document shall specify the new county when:
185.815(2)(a)
(a) The county of the principal office or registered agent is changed; or
185.815(2)(b)
(b) The document makes a change from a principal office in one county to a registered agent's address in another county or vice versa; and
185.815(3)
(3) A certificate of the department listing the type and date of filing of recordable documents previously filed by the cooperative shall be recorded in the county of the new principal office or of the registered agent.
185.815 History
History: 1981 c. 337;
1995 a. 27.
185.82
185.82
Procedure on filing and recording of documents. 185.82(1)(1) If a document is required to be filed and recorded under this chapter, all of the following shall be included when the document is submitted for filing:
185.82(1)(a)
(a) Separate originals of the document for the department and for the register of deeds of each county in which the document is required to be recorded.
185.82(1)(b)
(b) A check payable to the department in the amount of the filing fee prescribed under
s. 185.83.
185.82(1)(c)
(c) Separate checks in the amount of the recording fee prescribed under
s. 59.43 (2)(ag) 1. payable to the register of deeds of each county in which the document is required to be recorded.
185.82(2)(a)(a) Unless the document does not conform to law, the department shall endorse on each original "Filed" and the date of filing and shall file one original.
185.82(2)(b)
(b) The department shall forward to each register of deeds the check under
sub. (1) (c) and an original document or duplicate endorsed by the department, within 5 days of filing.
185.82(2)(c)
(c) A register of deeds receiving a check and document forwarded under
par. (b) shall record the document. If the document is not articles, the register of deeds shall note on the margin of the record of the articles the volume and page where the document is recorded.
185.82(3)
(3) Each week the department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the cooperative, the name of the county of the cooperative's principal office or registered agent, and the date of filing.
185.82(4)
(4) A document required to be filed and recorded under this chapter is effective on filing with the department, except as provided in
s. 185.62. An error or omission in recording the document or a certificate under
s. 185.815 (2) with a register of deeds does not affect its effectiveness.
185.82(5)
(5) A document filed with the department under this chapter before May 7, 1982 is effective unless the records of the department show that the document was recognized as ineffective because of a recording defect and the department or the cooperative acted in reliance on the ineffectiveness of the document.
185.82(6)(a)(a) The department may waive any of the following:
185.82(6)(a)2.
2. An omission or defect in a document, if the department determines from the face of the document that the omission or defect is immaterial.
185.82(6)(b)
(b) A waiver under
par. (a) occurs when the document is filed.
185.82 Cross-reference
Cross-reference: See s.
14.38 (14) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter's name.
185.825
185.825
Penalty for false document. Whoever causes a document to be filed, knowing it to be false in any material respect, may be fined not more than $1,000 or imprisoned for not more than 4 years and 6 months or both.
185.825 History
History: 1981 c. 337;
1997 a. 283.
185.83
185.83
Fees for filing. 185.83(1)(1) The department shall charge and collect for:
185.83(1)(a)
(a) Filing articles for a new cooperative, $1.25 for each $1,000 of authorized stock, but in no case less than $25. A cooperative organized without capital stock shall pay a fee of $25.
185.83(1)(b)
(b) Filing an amendment to or restatement of the articles or articles of merger, consolidation or division, $10, except that no fee may be collected for an amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the department; and an additional fee of $1.25 for each $1,000 of authorized stock not authorized at the time of amendment, restatement, merger, consolidation or division.
185.83(1)(c)
(c) Filing articles or decree of dissolution, $5.
185.83(1)(d)
(d) Receiving services of any process, notice or demand, authorized to be served on the department by this chapter, $10.
185.83(1)(e)
(e) Filing an annual report of a cooperative, $15.
185.83(1)(f)
(f) Answering a request for verification of the existence or status of an association, its name, the address of its principal office or the name and address of its registered agent, or the date of incorporation or issuance of a certificate of authority, the following amounts:
185.83(1)(fm)
(fm) Answering in writing a request for information specified in
par. (f) plus a list of the names and addresses of officers and directors, and the association's principal place of business, $7; and, if the list of officers and directors exceeds one page, 50 cents for each additional page.
185.83(1)(g)
(g) Filing a report of names and addresses of officers or directors, $3.
185.83(1)(h)
(h) Processing a document required or permitted to be filed or recorded under this chapter in an expeditious manner, or preparing the information under
par. (f) or
(fm) in an expeditious manner, $25 in addition to the fee required by other provisions of this chapter.
185.83(2)
(2) No document may be filed or recorded until all fees therefor have been paid.
185.84
185.84
Fees or penalty due state. Any fee or penalty due under this chapter may be recovered in a suit brought by the attorney general in the name of the state.
185.85
185.85
Forms to be furnished by department of financial institutions. The department may provide forms for any document to be filed with the department under this chapter.
185.85 History
History: 1993 a. 482;
1995 a. 27.
185.91
185.91
Voting requirements of articles. Whenever the articles require the vote of a greater proportion of the members or stockholders than required by this chapter, the articles control except for dissolution under
s. 185.71.
185.92
185.92
Effect of unauthorized acts. No act and no transfer of property to or by a cooperative is invalid because made in excess of the cooperative's power, except that such lack of power may be asserted in a proceeding by:
185.92(1)
(1) A member, stockholder or director against the cooperative to enjoin any act or any transfer of property to or by the cooperative.
185.92(2)
(2) The cooperative or its legal representative against any present or former officer or director.
185.92(3)
(3) The attorney general against the cooperative in an action to dissolve the cooperative or to enjoin it from the transaction of unauthorized business.
185.92 History
History: 1979 c. 110.
185.93
185.93
Member or stockholder derivative actions. 185.93(1)(1) No action may be instituted or maintained in the right of any association by a member or stockholder unless the member or stockholder:
185.93(1)(a)
(a) Alleges in the complaint that the member or stockholder was a member or registered stockholder when any part of the transaction of which the member or stockholder complains took place, or that the member's or stockholder's stock thereafter devolved upon the member or stockholder by operation of law from a stockholder at such time.
185.93(1)(b)
(b) Alleges in the complaint with particularity his or her efforts to secure from the board the action he or she desires. He or she shall allege further that he or she has either informed the association or board in writing of the ultimate facts of each cause of action against each director or that he or she has delivered to the association or board a copy of the complaint no fewer than 60 days prior to filing the complaint.
185.93(1)(c)
(c) Files the complaint in such action within 20 days after the action is commenced.
185.93(2)
(2) The action shall not be dismissed or compromised without the approval of the court.
185.93(3)
(3) If anything is recovered or obtained as the result of the action, whether by means of a compromise and settlement or by a judgment, the court may, out of the proceeds of the action, award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorneys' fees, and may direct the plaintiff to account to the association for the remainder of such proceeds.
185.93(4)
(4) In any action brought in the right of an association by less than 3 per cent of the members or by holders of less than 3 per cent of any class of stock outstanding, the defendants may require the plaintiff to give security for the reasonable expenses of defending such action, including attorneys' fees. The amount of such security may thereafter be increased or decreased in the discretion of the court upon showing that the security provided is or may be inadequate or is excessive.
185.93 History
History: 1985 a. 30;
1993 a. 482.
185.94
185.94
Use of term "cooperative"; penalty for improper use. 185.94(1)(1) The term "cooperative", or any variation thereof, may be used either by an association or by a credit union organized under
ch. 186.
185.94(2)
(2) No other person may use the term "cooperative", or any variation thereof, as part of the person's corporate or other business name or title, nor may any other person in any other manner represent himself or herself to be a cooperative. Whoever violates this subsection may be fined not more than $100. Each day of improper use constitutes a separate offense.
185.94(3)
(3) Any cooperative may obtain an injunction against acts prohibited by
sub. (2) without showing any damage to itself.
185.94(4)
(4) Every cooperative shall use the term "cooperative" or an abbreviation thereof as part of its corporate name or affixed thereto.
185.94 History
History: 1985 a. 30 s.
42;
1993 a. 482.
185.95
185.95
Discrimination against association. Whenever any corporation has discriminated against any association transacting business in this state, its charter may be vacated or its existence annulled, or its license to do business in this state may be revoked.
185.95 History
History: 1979 c. 32 s.
92 (6);
1995 a. 400.
185.96
185.96
Application of chapter. 185.96(1)
(1) After June 30, 1956, this chapter applies to all cooperatives. Any cooperative may elect to become subject to this chapter before said date by adopting an amendment to its articles making such election. All cooperatives formed after July 13, 1955 shall be formed under this chapter.
185.96(2)
(2) After January 1, 1956, this chapter applies to all foreign cooperatives.
185.96(3)
(3) Application of this chapter to associations existing before July 13, 1955 does not affect property rights of stockholders or members in such associations which were accrued or established at such time, nor does it affect any liability enforceable at such time, nor does it affect the validity or enforceability of contracts existing before such time.
185.96(4)
(4) Section 185.48 dealing with annual reports shall apply to all cooperatives on July 13, 1955.
185.96 History
History: 1985 a. 30 s.
42.
185.97
185.97
Title. This chapter may be cited as the "Wisconsin Cooperative Association Act".
185.97 History
History: 1985 a. 30 s.
42.
185.981
185.981
Cooperative sickness care. 185.981(1)
(1) Cooperative associations may be organized under this chapter without capital stock, exclusively to establish and operate in the state or in any county or counties therein a nonprofit plan or plans for sickness care, including hospital care, for their members and their dependents through contracts with physicians, medical societies, chiropractors, optometrists, dentists, dental societies, hospitals and others.
185.981(2)
(2) Such associations shall operate only on a cooperative nonprofit basis and for the purpose of establishing, maintaining and operating a voluntary nonprofit health, dental or vision care plan or plans or for constructing, operating and maintaining nonprofit hospitals or other facilities whereby sickness care, including hospital, dental or vision care, is provided at the expense of such association, its members or both, to such persons or groups of persons as shall become subscribers to such plan, under contracts which will entitle each such subscriber to definite medical, surgical, chiropractic, vision, dental or hospital care, appliances and supplies, by physicians and surgeons licensed and registered under
ch. 448, optometrists licensed under
ch. 449, chiropractors licensed under
ch. 446 and dentists licensed under
ch. 447 in their offices, in hospitals, in other facilities and in the home.
185.981(3)
(3) No cooperative association organized for the purposes provided in
ss. 185.981 to
185.983 shall be prevented from contracting with any hospital in this state for the rendition of such hospital care as is included within such a plan because such hospital participates in any other such plan, or in a plan organized and operated under
ss. 148.03 and
613.80. No hospital may discriminate against any physician and surgeon, chiropractor or dentist with respect to the use of such hospital's facilities by reason of his or her participation in a sickness care plan of a cooperative.
185.981(4)
(4) No contract by or on behalf of any such cooperative association shall provide for the payment of any cash, indemnity or other material benefit by that association to the subscriber or the subscriber's estate on account of death, illness or injury, nor be in any way related to the payment of any such benefit by any other agency, but any such association may stipulate in its plan that it will pay any nonparticipating physician and surgeon, optometrist, chiropractor, dentist or hospital outside of its normal territory for sickness or hospital care rendered any covered member or a member's covered dependent who is in need of the benefits of such plan when he or she is outside of the territory of such association in which the benefits of such plan are normally available. Any such plan may prescribe monetary limitations with respect to such extraterritorial benefits.
185.981(4t)
(4t) A sickness care plan operated by a cooperative association is subject to
ss. 252.14,
631.17,
631.89,
631.95,
632.72 (2),
632.745 to
632.749,
632.85,
632.853,
632.855,
632.87 (2m),
(3),
(4) and
(5),
632.895 (10) to
(14) and
632.897 (10) and
chs. 149 and
155.
185.981 Note
NOTE: Sub. (4t) is shown as affected by two acts of the 1999 legislature and as merged by the revisor under s. 13.93 (2) (c).
185.981(5)
(5) Every such cooperative association is a charitable and benevolent corporation.
185.981(6)
(6) Every cooperative sickness care association organized under this section shall provide coverage for newborn infants as required under
s. 632.895 (5).
