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.
182.01 (3) 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, is guilty of a Class I felony.
185.83
185.83
Fees for filing. 185.83(1)(1) Except as provided under
sub. (1m), 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 consolidation or division, $10, plus $1.25 for each $1,000 of authorized stock not authorized at the time of the amendment, restatement, consolidation, or division, except that no fee may be collected for any of the following:
185.83(1)(b)1.
1. 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.
185.83(1)(b)2.
2. An amendment filed to reflect only a change in the name of a registered agent.
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, the fee established under
s. 182.01 (4) (c).
185.83(1)(e)
(e) Filing an annual report of a cooperative, $15.
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, the fee established under
s. 182.01 (4) (d) in addition to the fee required by other provisions of this chapter.
185.83(1m)
(1m) The department, by rule, may specify a larger fee for filing documents described in
sub. (1) in paper format.
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 attorney 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 percent of the members or by holders of less than 3 percent of any class of stock outstanding, the defendants may require the plaintiff to give security for the reasonable expenses of defending such action, including attorney 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.
185.94
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 health care. 185.981(1)
(1) Cooperative associations may be organized under this chapter without capital stock, primarily to establish and operate in the state or in any county or counties in the state nonprofit plans or programs for health care, including hospital care, for their members and their members' dependents through contracts with physicians, medical societies, chiropractors, optometrists, dentists, dental societies, hospitals, podiatrists, and others.
185.981(2)
(2) A cooperative association organized under this section shall operate only on a cooperative nonprofit basis and for the primary 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 health care, including hospital, dental, or vision care, is provided to its members and to other persons or groups of persons who become subscribers to the plans, subject to
s. 185.982 (2), under contracts that provide access to medical, surgical, chiropractic, vision, dental, or hospital care, other health care services, appliances, and supplies, by physicians and surgeons licensed and registered under
ch. 448, podiatrists licensed under
ch. 448, optometrists licensed under
ch. 449, chiropractors licensed under
ch. 446, dentists licensed under
ch. 447, and other health care providers in their offices, in hospitals, in other facilities, and in the home. Nothing in this subsection precludes a cooperative association organized under this section from owning an interest in other entities for enhancing or improving member services or for investment or other purposes, as long as the association's primary purpose remains as provided in this subsection.
185.981(3)
(3) No cooperative association organized primarily 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 the cooperative association's plans because the hospital participates in a plan of any other cooperative association, or in a plan organized and operated under
ss. 148.03 and
613.80. No hospital may discriminate against any physician and surgeon, chiropractor, dentist, or podiatrist with respect to the use of the hospital's facilities by reason of his or her participation in a health care plan of a cooperative.
185.981(4)(a)(a) Except as provided in
par. (b), 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, but any such association may stipulate in its plans that it will pay any nonparticipating physician and surgeon, optometrist, chiropractor, dentist, podiatrist, hospital, or other provider for hospital or other health care rendered to any covered person who is in need of a plan's benefits. The plans may prescribe monetary limitations with respect to the benefits.
185.981(4)(b)
(b) A cooperative association may make a payment in cash, indemnity, or other material benefit for a purpose that is incidental to its plans, including for the purpose of administering coordination of benefits.
185.981(5)
(5) Every cooperative association organized under this section is a charitable and benevolent corporation.
185.981(8)
(8) Coverage by a health care plan operated by a cooperative association that qualifies as a health maintenance organization, as defined in
s. 609.01 (2), of mammograms under
s. 632.895 (8) may be subject to any requirements that the health care plan imposes under
s. 609.05 (2) and
(3) on the coverage of other health care services obtained by members and their dependents.
185.981(9)
(9) Coverage by a health care plan operated by a cooperative association that qualifies as a health maintenance organization, as defined in
s. 609.01 (2), of health care services obtained by adopted children and children placed for adoption may be subject to any requirements that the health care plan imposes under
s. 609.05 (2) and
(3) on the coverage of health care services obtained by other members and their dependents.
185.981 History
History: 1971 c. 40 s.
93;
1971 c. 307 s.
118;
1975 c. 98;
1975 c. 223 s.
28;
1975 c. 224 s.
146;
1975 c. 421;
1981 c. 39 s.
22;
1981 c. 205;
1981 c. 391 s.
210;
1985 a. 29;
1985 a. 30 s.
42;
1987 a. 27 ss.
1917e,
3202 (47) (a);
1987 a. 312 s.
17;
1989 a. 121,
129,
200,
201,
336;
1991 a. 39,
123,
269;
1993 a. 27,
450,
481;
1995 a. 27,
118,
289;
1997 a. 27,
155,
237;
1999 a. 95,
115;
2003 a. 321;
2005 a. 194;
2007 a. 36;
2009 a. 14,
28,
113,
146,
165.
185.982
185.982
Manner of practicing medicine, chiropractic and dentistry; payment; promotional expense. 185.982(1)
(1) No health care plan or contract issued r by a cooperative association shall interfere with the manner or mode of the practice of medicine, optometry, chiropractic, dentistry, or podiatry, the manner or mode of providing wellness or other services, the relationship of physician, chiropractor, optometrist, dentist, podiatrist, or other provider and patient, nor the responsibility of physician, chiropractor, optometrist, dentist, podiatrist, or other provider to patient. Plans may require persons covered to utilize health care providers designated by the cooperative association. The cooperative association may provide health care services directly through providers who are employees of the cooperative association or through agreements with individual providers or groups of providers organized on a group practice or individual practice basis.
185.982(2)
(2) Any cooperative association operating voluntary health care plans under the provisions of this chapter may pay physicians and surgeons, optometrists, chiropractors, dentists, or other providers on a salary, per person, or fee-for-service basis to provide health care to members of the association. Every cooperative association may offer its health care services to nonmembers. Any cooperative association that operates a hospital may make the hospital's facilities available to nonmembers and to nonparticipating physicians, optometrists, dentists, or other providers.
185.983
185.983
Requirements of plan. 185.983(1)
(1) Every voluntary nonprofit health care plan operated by a cooperative association organized under
s. 185.981 shall be exempt from
chs. 600 to
646, with the exception of
ss. 601.04,
601.13,
601.31,
601.41,
601.42,
601.43,
601.44,
601.45,
611.26,
611.67,
619.04,
623.11,
623.12,
628.34 (10),
631.17,
631.89,
631.93,
631.95,
632.72 (2),
632.745 to
632.749,
632.775,
632.79,
632.795,
632.798,
632.85,
632.853,
632.855,
632.87 (2),
(2m),
(3),
(4),
(5), and
(6),
632.885,
632.89,
632.895 (5) and
(8) to
(17),
632.896, and
632.897 (10) and
chs. 609,
620,
630,
635,
645, and
646, but the sponsoring association shall:
185.983(1)(a)
(a) File with the commissioner of insurance a declaration defining the organization and operation of the plan, all printed literature, and specimen copies of all proposed contracts of insurance with persons covered and with participating physicians, hospitals, and other providers, including all amendments thereto. The form of all such contracts and amendments shall be subject to approval by the commissioner of insurance but the commissioner may not withhold approval if the form of the contracts or changes in the contracts comply with the provisions of
ss. 185.981 to
185.985.
185.983(1)(b)
(b) Provide for like rates, benefits, terms and conditions for all persons in the same class.
185.983(1)(c)
(c) Invest its funds only in property and securities approved for domestic life insurance companies.
185.983(1)(d)
(d) File with the commissioner of insurance, on such forms as may be prescribed by the commissioner, an annual report of its financial condition as of December 31 each year, on or before the last day of February following.
185.983(1)(e)
(e) Maintain sufficient reserves to discharge its obligations, having regard for the nature of its contracts and the area and number of persons covered.
185.983(1g)
(1g) A cooperative association that is a small employer insurer, as defined in
s. 635.02 (8), is subject to the health insurance mandates, as defined in
s. 601.423 (1), to the same extent as any other small employer insurer, as defined in
s. 635.02 (8).
185.983(1m)
(1m) In addition to
ss. 601.04,
601.31,
632.79, and
632.895 (5), the commissioner of insurance may by rule subject a medicare supplement policy, as defined in
s. 600.03 (28r), a medicare replacement policy, as defined in
s. 600.03 (28p), or a long-term care insurance policy, as defined in
s. 600.03 (28g), that is sold by a cooperative health care association organized under
s. 185.981 to other provisions of
chs. 600 to
646, except that the commissioner may not subject a medicare supplement policy, a medicare replacement policy, or a long-term care insurance policy to
s. 632.895 (8).
185.983(2)
(2) Every voluntary nonprofit health care plan operated by a cooperative association organized under
s. 185.981 shall make provision for a minimum of one physician and surgeon, or dentist to each 2,000 persons covered for medical or dental care and a minimum of 6 hospital beds for each 2,000 persons covered for hospital care.
185.983(3)(a)(a) A plan that provides coverage of pharmaceutical services when performed by one or more pharmacists who are designated by the cooperative association but who are not full-time salaried employees of the cooperative association shall provide an annual period of at least 30 days during which any pharmacist registered under
ch. 450 may elect to participate in the plan under its terms as a designated health care provider for at least one year.
185.983(3)(b)
(b) Except as provided in
par. (c),
par. (a) applies to plans on and after May 10, 1984.
185.983(3)(c)
(c) If compliance with the requirements of
par. (a) during the period specified in
par. (b) would impair any provision of a contract between a cooperative association and any other person, and if the contract provision was in existence prior to May 10, 1984, then immediately after the expiration of all such contract provisions the plan operated by the cooperative association shall comply with the requirements of
par. (a).
185.983 History
History: 1975 c. 98;
1975 c. 224 s.
146;
1975 c. 352;
1975 c. 422 s.
163;
1977 c. 339;
1979 c. 89;
1981 c. 20;
1981 c. 39 s.
22;
1981 c. 82;
1981 c. 391 s.
210;
1983 a. 189 s.
329 (25);
1983 a. 396;
1985 a. 29 ss.
2060d to
2060r,
3202 (30);
1987 a. 27,
325;
1989 a. 23,
31,
129,
200,
201,
336,
359;
1991 a. 39,
189,
250,
269,
315;
1993 a. 450,
481,
482;
1995 a. 289;
1997 a. 27,
155,
237;
1999 a. 95,
115;
2003 a. 321;
2005 a. 194;
2007 a. 36;
2009 a. 14,
28,
146,
165,
218,
346;
2011 a. 260.
