Wisconsin cooperative law, specifically under Chapter 185 of the Wisconsin Statutes, governs the formation, operation, and dissolution of cooperatives. A key aspect of cooperative governance involves the rights and responsibilities of members. When a cooperative faces financial distress or a significant change in its operational direction, the rights of members to exit or to influence decisions become paramount. Chapter 185 outlines procedures for member withdrawal and the distribution of assets upon dissolution. For a member to exercise their right to withdraw and receive a share of the cooperative’s net assets, they must typically adhere to the procedures established in the cooperative’s articles of incorporation, bylaws, or by a specific resolution passed by the board of directors or membership, as permitted by statute. This usually involves providing formal notice and may be subject to conditions regarding the cooperative’s financial health or the timing of the withdrawal to avoid prejudicing ongoing operations or other members. The distribution of assets upon dissolution is generally based on the member’s capital contributions, patronage, or other equitable methods defined by the cooperative, provided it complies with statutory provisions. The concept of “equitable distribution” is central, ensuring fairness among members while respecting the cooperative’s financial realities.

The scenario involves a cooperative in Wisconsin that has experienced a significant shift in its membership base, with a substantial influx of new members who primarily operate smaller, specialized farms compared to the established members who are larger, diversified agricultural producers. This demographic and operational divergence raises questions about how the cooperative’s governance and operational structures, particularly regarding voting rights and patronage distribution, should adapt to ensure equitable representation and continued viability. Wisconsin cooperative law, specifically Chapter 193 of the Wisconsin Statutes, governs the formation and operation of cooperatives. Key principles include democratic member control, typically one member, one vote, unless the articles of incorporation or bylaws specify otherwise. Patronage dividends, which are distributions of net earnings based on a member’s use of the cooperative’s services, must be allocated equitably among members. When considering changes to voting structures, such as weighted voting based on patronage or investment, the cooperative must adhere to its own governing documents and ensure that any amendments are properly adopted according to statutory requirements and the cooperative’s bylaws. The distribution of patronage dividends is generally tied to the volume or value of business done with the cooperative, reflecting the principle of member benefit proportional to participation. The core challenge for the cooperative is to balance the interests of its diverse membership, ensuring that the governance mechanisms and profit distribution policies remain fair and responsive to the evolving needs of all members, without disenfranchising any segment of the membership. This requires careful consideration of the cooperative’s foundational principles and legal framework.

The Wisconsin Statutes Chapter 185 governs cooperative associations. Specifically, Section 185.67 addresses the dissolution of a cooperative association. This section outlines the process, including the requirement for a resolution adopted by a certain percentage of members. For a voluntary dissolution, the statute generally requires a two-thirds vote of the members present and voting at a meeting called for that purpose, provided a quorum is present. The dissolution process involves winding up the association’s affairs, paying debts, and distributing any remaining assets to members in accordance with the articles of incorporation, bylaws, or the statute itself. The statute emphasizes that after dissolution, the cooperative continues to exist for the purpose of winding up its affairs. The distribution of assets is typically based on the members’ contributions or patronage, as defined in the cooperative’s governing documents, or as otherwise permitted by law, ensuring that members receive their equitable share after all liabilities are settled. The key principle is that dissolution does not extinguish the cooperative’s legal existence immediately but initiates a process of orderly termination.

The Wisconsin Cooperative Law, specifically Chapter 185 of the Wisconsin Statutes, outlines the procedures for cooperative dissolution. When a cooperative is to be dissolved voluntarily, the process generally involves a resolution adopted by the members or the board of directors, followed by a filing with the Wisconsin Department of Financial Institutions. Section 185.70 of the Wisconsin Statutes addresses the dissolution of cooperatives. It mandates that upon adoption of a dissolution resolution, the cooperative must file articles of dissolution with the department. These articles must contain specific information, including the fact that the dissolution was authorized, the name of the cooperative, and the date of authorization. The filing of these articles is the formal step that officially initiates the dissolution process under state law. Therefore, the correct sequence of events for a voluntary dissolution, as per Wisconsin law, involves the member or board approval and the subsequent filing of articles of dissolution.

Wisconsin Statutes Chapter 185 governs cooperative associations. Specifically, Section 185.61 addresses the dissolution of a cooperative. When a cooperative association is dissolved, its assets are liquidated. The proceeds from this liquidation are distributed in a specific order of priority as defined by law. First, all expenses of the dissolution and liquidation process, including any legal fees and costs associated with the winding up of affairs, are paid. Following the payment of these expenses, any debts and liabilities of the association, including secured and unsecured creditors, must be satisfied. Once all expenses and debts are paid, any remaining assets are distributed to the members of the cooperative in accordance with the provisions of the cooperative’s articles of incorporation, bylaws, or, if not specified therein, on a pro-rata basis according to their patronage or membership contributions. If any residual assets remain after distribution to members, they may be distributed to other organizations as specified in the dissolution plan, often to non-profit entities with similar purposes, or as otherwise permitted by law. The core principle is to satisfy all claims against the cooperative before any distribution to its members or other parties.

Wisconsin Statutes Chapter 185 governs cooperative associations. Specifically, Section 185.01(1)(a) defines a cooperative as an enterprise organized for the purpose of conducting any lawful business upon a cooperative plan for the mutual benefit of its members. The “cooperative plan” is further elaborated in Section 185.01(1)(b) to include business operations where the net earnings from such business are distributed to members in proportion to their patronage. Patronage is defined in Section 185.01(1)(c) as the amount of business conducted by a member with the cooperative. Therefore, a cooperative, under Wisconsin law, is an entity formed to provide services or conduct business for its members, with profits or losses allocated based on their participation in the cooperative’s activities, rather than solely on their capital investment. This distinguishes it from a traditional for-profit corporation where dividends are typically based on share ownership. The core principle is mutual benefit derived from collective economic activity.

The Wisconsin Business Corporation Law, which governs cooperatives in Wisconsin unless specifically exempted or superseded by cooperative statutes, requires that a cooperative, like any other corporation, must have a registered agent and a registered office within the state. This agent is the official point of contact for receiving legal and official documents on behalf of the cooperative. While a cooperative might operate across state lines or have members in multiple states, its legal formation and primary registration are tied to a specific state. Wisconsin Statute Chapter 185, the primary statute for cooperatives, does not waive this fundamental requirement for a domestic cooperative. Therefore, a cooperative organized under Wisconsin law must maintain a registered agent and office in Wisconsin. The existence of a principal place of business outside Wisconsin does not negate the need for an in-state registered agent and office. Similarly, while a cooperative may engage in interstate commerce, this does not exempt it from state-specific registration and agent requirements. The requirement for a registered agent is a cornerstone of corporate governance and service of process, ensuring that the state and its citizens have a reliable means of communication with the entity.

The scenario involves a cooperative in Wisconsin that has issued preferred stock. Preferred stock, by its nature, typically carries a fixed dividend rate. When a cooperative redeems its preferred stock, it is generally obligated to pay the stated redemption price, which includes the original principal amount and any accrued, unpaid dividends up to the redemption date. Wisconsin law, specifically Chapter 185 of the Wisconsin Statutes governing cooperatives, outlines the rights and obligations of members and stockholders. While the cooperative’s articles or bylaws might specify terms for redemption, the fundamental principle is to return the investment to the shareholder, plus any contractual dividend entitlements. In this case, the preferred stock was issued at \$100 per share with a 5% annual dividend. The redemption is occurring after 3 full years, meaning 3 years of dividends have accrued. Therefore, the cooperative owes the original \$100 principal plus three years of 5% dividends. The annual dividend is \(0.05 \times \$100 = \$5\). Over three years, the total accrued dividends are \(3 \times \$5 = \$15\). The total redemption value per share is the principal plus accrued dividends: \(\$100 + \$15 = \$115\). This amount represents the cooperative’s liability to the preferred stockholder upon redemption, reflecting the contractual obligations and the principles of fair return on investment in cooperative finance. The cooperative’s ability to redeem at a lower price would typically require specific provisions in the stock agreement that are not mentioned and would likely be subject to legal challenge if they contravened statutory protections for preferred shareholders.

The Wisconsin Business Corporation Law, which governs cooperatives in the absence of specific cooperative statutes, outlines procedures for mergers. When a cooperative formed under Wisconsin law seeks to merge with another entity, the process typically involves approval from the members of each merging cooperative. Wisconsin Statutes Section 180.1103 details the requirements for a plan of merger, which must be adopted by the board of directors and then submitted to the shareholders (or members, in the case of a cooperative) for approval. For a merger to be effective, the plan must generally be approved by a majority of the votes cast by the members entitled to vote thereon, unless the articles of incorporation or bylaws specify a higher voting threshold. In the context of cooperatives, member approval is paramount. The scenario describes a situation where a Wisconsin cooperative, “Agri-Growers Cooperative,” is merging with “Valley Produce LLC,” a limited liability company. While LLCs have their own formation and governance statutes, the merger process from the cooperative’s side must adhere to Wisconsin cooperative or corporate law. The question focuses on the cooperative’s internal approval process. The Wisconsin Cooperative Law, or its default application of the Wisconsin Business Corporation Law, mandates member approval for fundamental corporate changes like mergers. This approval is typically obtained through a vote at a member meeting or by written consent, provided the necessary quorum and voting thresholds are met as stipulated in the cooperative’s governing documents and state law. The critical element is that the members of Agri-Growers Cooperative must approve the merger plan, as it fundamentally alters the cooperative’s structure and operations.

The Wisconsin Cooperative Association Law, specifically Chapter 185 of the Wisconsin Statutes, outlines the requirements for the formation, operation, and dissolution of cooperative associations. A key aspect of cooperative governance is the process by which members can propose amendments to the articles of incorporation or bylaws. Wisconsin Statute § 185.61 governs amendments. For a cooperative to amend its articles of incorporation, a proposal must be adopted by a resolution of the board of directors, followed by a vote of the members. The statute requires that notice of the proposed amendment, including the full text or a summary, be provided to each member at least 30 days prior to the meeting at which the vote will occur. The amendment then requires approval by a majority of the members voting at a meeting, or by a written ballot if permitted by the bylaws and properly conducted. Similarly, bylaws can be amended by member vote, often with a similar notice requirement. The question probes the procedural requirements for initiating and approving such changes, emphasizing the distinct roles of the board and the membership in the amendment process and the critical notice period mandated by Wisconsin law to ensure informed member participation. The specific number of days for notice is a crucial detail tested here, as it is a statutory requirement for the validity of member action on amendments.

The scenario describes a cooperative in Wisconsin that is facing a situation where a member wishes to withdraw their capital contribution. Wisconsin cooperative law, specifically Chapter 185 of the Wisconsin Statutes, governs such matters. When a member withdraws, the cooperative is generally obligated to redeem their capital contribution. The timing and method of redemption are often detailed in the cooperative’s articles of incorporation, bylaws, or a specific member agreement. However, if these documents are silent or do not specify a particular timeframe, the law often implies a reasonable period. The cooperative’s financial condition is a crucial factor in its ability to redeem capital. If immediate redemption would jeopardize the cooperative’s financial stability or its ability to serve its other members, the cooperative may have grounds to defer or structure the redemption. This is often done in a manner that is equitable to the withdrawing member while protecting the ongoing operations of the cooperative. The cooperative must act in good faith and cannot arbitrarily deny a member’s right to redemption. The statutory framework typically allows for redemption to occur at a time and in a manner determined by the board of directors, provided it is not detrimental to the cooperative’s financial health. Therefore, the board’s decision to defer redemption until the next fiscal year, citing financial prudence, is a common and legally permissible approach in Wisconsin, provided it is applied consistently and in accordance with the cooperative’s governing documents and the broader principles of cooperative law. This approach balances the withdrawing member’s rights with the cooperative’s responsibility to its ongoing operations and membership.

The Wisconsin Business Corporation Law, Chapter 180, governs the formation, operation, and dissolution of corporations in Wisconsin. While cooperatives often operate under specific cooperative statutes, understanding general corporate principles is crucial for their governance and legal standing, particularly regarding member rights and responsibilities. Wisconsin Statute 185.65 addresses the dissolution of cooperatives. When a cooperative dissolves, its assets are distributed after all debts and liabilities are paid. The remaining assets are distributed to its members in proportion to their patronage, as defined by the cooperative’s articles of incorporation or bylaws, or if not specified, in proportion to their capital contributions. This ensures that the benefits of the cooperative’s operations, after settling obligations, are returned to those who participated in its success. In this scenario, the cooperative has liabilities of $50,000 and remaining assets of $150,000 after dissolution proceedings. The distribution to members would therefore be $150,000 – $50,000 = $100,000. This $100,000 is then distributed to members based on their patronage. If the articles of incorporation or bylaws do not specify a different method, the default is typically proportional to patronage. For instance, if Member A had patronage totaling $20,000 and the total patronage for all members was $100,000, Member A would receive \( \frac{20,000}{100,000} \times 100,000 = 20,000 \) dollars. The core principle is that remaining assets after liabilities are distributed to members according to their engagement with the cooperative.

The Wisconsin Business Corporation Law, which governs cooperative formation and operation, outlines specific requirements for the conversion of a business entity into a cooperative. Wisconsin Statute §185.02 provides the framework for the organization of cooperatives. When a stock corporation or other business entity seeks to convert to a cooperative under Chapter 185, it must file articles of incorporation that meet the requirements for a cooperative. These articles must include provisions that align with the cooperative principles and structure mandated by Wisconsin law, such as member control, patronage-based distribution of earnings, and limitations on non-member business. Specifically, the conversion process requires the adoption of new articles of incorporation that clearly state the entity is organized as a cooperative under Chapter 185. The existing corporate structure is essentially dissolved and reformed as a cooperative, with the assets and liabilities transferred. The law does not permit a simple amendment of existing articles of a non-cooperative entity to reflect cooperative status; rather, it necessitates the creation of new cooperative articles of incorporation. This ensures that the new entity fully adheres to the statutory requirements and principles of cooperative governance and operation as defined in Wisconsin. The effective date of the conversion is typically the date the new articles are filed with the Wisconsin Secretary of State, assuming all other legal prerequisites are met.

Wisconsin Statutes Chapter 185 governs cooperative associations. Specifically, § 185.11 outlines the requirements for filing articles of incorporation. For a cooperative to be legally established and recognized, its articles of incorporation must contain certain mandatory provisions. These provisions are designed to clearly define the nature of the cooperative, its purpose, and its operational framework, thereby providing clarity to members, the public, and regulatory bodies. The statutes require that the articles include the name of the association, its purpose, the principal place of business in Wisconsin, the duration of the association, the names and addresses of the initial directors, and the terms and conditions upon which members shall be admitted and may be dismissed, and the method of electing directors and officers. The initial capital, if any, and the method of its increase or decrease, and the number of shares into which the capital stock is to be divided, or the manner of determining the value of each share or membership, are also critical components. Failure to include these fundamental elements can render the articles incomplete and potentially invalid, preventing the cooperative from achieving legal status. The question tests the understanding of these foundational filing requirements as stipulated by Wisconsin law for the formation of cooperative entities.

The Wisconsin Cooperative Association Law, specifically Wisconsin Statutes Chapter 185, governs the formation, operation, and dissolution of cooperative associations within the state. A key aspect of this law pertains to the rights and responsibilities of members, particularly concerning the distribution of patronage dividends. Patronage dividends represent a return of excess earnings to members based on their use of the cooperative’s services. Wisconsin law allows cooperatives to distribute these dividends in various forms, including cash, credits, or even capital stock, depending on the cooperative’s bylaws and the members’ prior agreement. The law also outlines procedures for handling unclaimed patronage dividends, which often revert to the cooperative after a specified period if the member cannot be located. The scenario describes a cooperative that has accumulated unclaimed patronage dividends from former members who have moved out of state and whose whereabouts are unknown. The cooperative wishes to reallocate these funds to its current active membership. Under Wisconsin Statutes Chapter 185, a cooperative association has the authority to manage its finances and distribute its earnings in accordance with its articles of incorporation and bylaws. When patronage dividends remain unclaimed for a statutorily defined period, or as specified in the bylaws, the cooperative can legally reallocate these funds. The most appropriate method for a cooperative to address this situation, ensuring fairness and compliance with cooperative principles and Wisconsin law, is to amend its bylaws to explicitly permit the reallocation of such unclaimed patronage dividends to the current membership. This provides a clear legal framework for the distribution and avoids potential disputes. The cooperative must ensure that any such bylaw amendment is properly adopted according to the procedures outlined in Chapter 185, which typically involves a vote by the membership.

The Wisconsin Cooperative Association Law, specifically Chapter 185 of the Wisconsin Statutes, governs the formation, operation, and dissolution of cooperative associations within the state. A key aspect of this law relates to the distribution of net earnings or surplus. When a cooperative association, such as a farmer’s marketing cooperative or a rural electric cooperative, generates net earnings, these earnings are typically distributed to its members based on their patronage. Patronage is generally defined by the volume or value of business conducted with the cooperative by each member. Section 185.47 of the Wisconsin Statutes outlines the permissible uses of net earnings, which include patronage dividends. These dividends are not considered profits in the traditional sense but rather a return of excess payment for services rendered by members. The distribution is typically made in proportion to the amount of business each member has done with the association during the fiscal year. This principle ensures that the benefits of the cooperative’s operations are shared equitably among those who actively participate in its activities. For a cooperative to legally distribute patronage dividends, its articles of incorporation and bylaws must permit such distributions, and the distributions must be made to members who have transacted business with the cooperative. The law emphasizes that these distributions are made to members in proportion to their patronage.

Wisconsin cooperative law, particularly under Chapter 185 of the Wisconsin Statutes, outlines specific procedures for the dissolution of cooperatives. When a cooperative is to be dissolved voluntarily, the process typically involves a resolution adopted by the members or the board of directors, followed by the filing of articles of dissolution with the Wisconsin Secretary of State. A critical step before final dissolution is the proper winding up of the cooperative’s business, which includes settling its affairs, collecting assets, paying liabilities, and distributing any remaining assets to members or other designated entities according to the cooperative’s articles, bylaws, or state law. For cooperatives that are member-owned and operated for the mutual benefit of their members, the distribution of remaining assets after liabilities are satisfied is a key aspect of the dissolution process. Wisconsin law generally directs that any remaining property or assets shall be distributed to members in proportion to their patronage or contributions, or as otherwise provided in the articles or bylaws. If the articles or bylaws do not specify a method for distribution, or if such provisions are found to be unlawful, the distribution would default to the members as specified by statute, typically based on patronage. This ensures that the residual value of the cooperative is returned to those who contributed to its success.

Wisconsin Statutes Chapter 185 governs cooperative associations. Specifically, Section 185.63 addresses the disposition of property upon dissolution. When a cooperative association is dissolved, its assets are to be applied to the payment of its debts and liabilities. Following the satisfaction of all debts and liabilities, any remaining assets are to be distributed to the members of the association in proportion to their respective interests in the association, as determined by the articles of incorporation, bylaws, or the resolution for dissolution. This proportional distribution is a key characteristic of cooperative law, ensuring that members receive a return based on their participation or investment, rather than a fixed or arbitrary share. The statute does not mandate a specific order of distribution among different classes of members if such classes are defined, but rather a proportional distribution based on their established interests. This principle distinguishes cooperatives from corporations where distributions might be based on share ownership or other criteria. Therefore, the correct distribution of remaining assets is to the members according to their determined interests in the cooperative.

The Wisconsin Cooperative Association Law, specifically Chapter 185 of the Wisconsin Statutes, governs the formation, operation, and dissolution of cooperative associations. A key aspect of this law pertains to the rights and responsibilities of members, particularly concerning voting and governance. When a cooperative association is formed, its articles of incorporation and bylaws establish the framework for member participation. In Wisconsin, the default voting structure for many cooperatives is one vote per member, regardless of the amount of capital contributed or business transacted. This principle is fundamental to the cooperative model, emphasizing democratic control by its members. While bylaws can sometimes specify different voting structures, such as per capita or per share, deviations from the one-member, one-vote principle must be explicitly stated and agreed upon by the membership according to statutory provisions. Therefore, in the absence of specific provisions in the articles or bylaws altering this default, each member holds a single vote. This ensures that the cooperative remains member-driven and prevents disproportionate influence by members with larger investments or greater patronage. The law aims to protect the cooperative nature of the enterprise by safeguarding the equal voice of all its members in decision-making processes, reflecting the inherent democratic ethos of cooperatives.

The Wisconsin Business Corporation Law, Chapter 180, and specifically provisions related to cooperative associations, such as those found in Chapter 185, govern the formation and operation of cooperatives in Wisconsin. When a cooperative association in Wisconsin seeks to amend its articles of incorporation, it must follow a prescribed statutory process. This process typically involves a resolution by the board of directors, followed by approval from the membership. For cooperatives, particularly those with a membership structure, the level of member approval required for significant changes like amending articles of incorporation is a critical governance aspect. Wisconsin law, in Chapter 185, often requires a supermajority vote of the members present and voting at a meeting, or by mail, to approve such amendments, ensuring broad member consensus for fundamental changes. The specific threshold is usually two-thirds of the votes cast by members entitled to vote thereon, assuming a quorum is present. This reflects the democratic principles inherent in cooperative governance. Failure to adhere to these voting requirements can render the amendment invalid.

Wisconsin cooperative law, specifically Chapter 185 of the Wisconsin Statutes, governs the formation, operation, and dissolution of cooperatives. A key aspect of cooperative governance is the ability of members to influence decisions. While statutory provisions outline general principles, the specific rights and responsibilities of members, particularly concerning governance and financial participation, are often detailed in the cooperative’s articles of incorporation and bylaws. Section 185.17 of the Wisconsin Statutes addresses member meetings and voting. It generally permits cooperatives to define voting rights in their bylaws, which can include one vote per member, proportional to patronage, or other equitable bases, provided these are clearly established. The scenario presented involves a cooperative whose bylaws stipulate voting rights based on patronage, a common and legally permissible structure for agricultural cooperatives in Wisconsin. Therefore, the ability of a member to amend the bylaws, which would alter this patronage-based voting structure, typically requires a specific process outlined within the bylaws themselves and the relevant statutes. This process usually involves a supermajority vote of the membership at a duly called meeting, ensuring that significant changes to the cooperative’s foundational governance are approved by a substantial portion of the member base, thereby protecting the interests of all members and the cooperative’s long-term stability. The question probes the understanding of how fundamental governance rules, like voting mechanisms, are altered within a cooperative framework in Wisconsin.

The Wisconsin Business Corporation Law, Chapter 180, governs the formation and operation of corporations in Wisconsin. When a cooperative is structured as a corporation, these statutes apply. Specifically, Wisconsin Statute § 180.0704 addresses the requirements for a shareholder to inspect corporate records. This statute generally grants shareholders the right to inspect books and records for a “proper purpose” related to their interest as a shareholder. The statute outlines what constitutes proper purpose and the procedures for making such requests. It also specifies limitations on this right, such as when the records are confidential or the request is unduly burdensome. In the context of a cooperative, a member’s interest is typically tied to their patronage and participation, which would generally fall under the umbrella of a “proper purpose” for inspecting records related to the cooperative’s financial health and operational decisions that affect members. The key is that the purpose must be reasonably related to the member’s status as a member. A general fishing expedition or a request for information unrelated to their membership rights would not qualify.

Wisconsin Statute §185.47 governs the dissolution of cooperatives. When a cooperative is dissolved, its assets are distributed in a specific order. First, all liabilities and obligations of the cooperative are paid. This includes debts to creditors, outstanding loans, and any other financial commitments. Following the satisfaction of all liabilities, any remaining assets are distributed to the members. The distribution to members is typically based on their patronage or their investment in the cooperative, as defined by the cooperative’s articles of incorporation or bylaws. If the articles or bylaws do not specify a method for distribution, or if there are insufficient assets to fully compensate members according to their patronage, the distribution is often made on an equitable basis, which may involve pro-rata distribution based on the value of their contributions or patronage during the cooperative’s existence. However, the statute does not mandate a specific percentage or formula for this final distribution to members beyond satisfying liabilities first. The distribution of remaining assets to members is the final step after all external and internal obligations are met.

Wisconsin Statutes Chapter 185 governs cooperative associations. Specifically, § 185.13 outlines the requirements for annual meetings. A cooperative association must hold an annual meeting of its members. The statute mandates that notice of the annual meeting must be given to all members. While the statute does not prescribe a specific number of days for notice, it requires that notice be given in a manner and at a time that is reasonable and adequate for members to attend and participate. This typically means providing sufficient advance warning to allow members to make arrangements. For instance, a notice sent out the day before the meeting would likely be considered inadequate. The specific details of notice, such as the method of delivery (e.g., mail, electronic) and the minimum notice period, are often further defined in the cooperative’s bylaws, provided those bylaws do not conflict with the statutory requirement for reasonable notice. Failure to provide adequate notice can invalidate actions taken at the meeting, such as the election of directors or approval of major business decisions. The intent is to ensure democratic participation and informed decision-making by the membership.

The Wisconsin Business Corporation Law, which governs cooperatives in the state unless specifically exempted or addressed by the Wisconsin Cooperative Association Law (Chapter 185 of the Wisconsin Statutes), outlines the procedures for a cooperative to amend its articles of incorporation. For a cooperative to validly amend its articles, the proposed amendment must be adopted by a vote of a majority of the members present and voting at a meeting of the membership, provided a quorum is present. This is a fundamental principle of cooperative governance, ensuring that significant changes to the cooperative’s foundational documents receive broad member approval. The Wisconsin Cooperative Association Law, specifically Wis. Stat. § 185.60, details that amendments to articles of incorporation require approval by a majority of the members present and voting at a meeting called for that purpose, with proper notice. This process ensures democratic control and member participation in critical decision-making, reflecting the cooperative’s member-owned and member-controlled nature. Other forms of approval, such as a simple majority of the entire membership without a meeting, or approval solely by the board of directors, would not satisfy the statutory requirements for amending the articles of incorporation in Wisconsin.

Wisconsin Statute §185.67, pertaining to cooperative associations, outlines the procedures for voluntary dissolution. A cooperative association may be dissolved by the unanimous consent of all its members, or by a resolution adopted by a two-thirds vote of all members present and voting at a meeting called for that purpose, provided a quorum is present. The process involves filing articles of dissolution with the Wisconsin Secretary of State. These articles must include a statement that the association has elected to dissolve and that the necessary authorization has been obtained. Following dissolution, the association must cease transacting business, except as necessary to wind up its affairs. Assets remaining after the satisfaction of liabilities and obligations are distributed to members in proportion to their respective interests in the cooperative, or as otherwise provided in the articles of incorporation or bylaws. If the articles or bylaws do not specify a distribution method, distribution is made according to the members’ respective capital contributions. This ensures a structured and equitable winding up of the cooperative’s affairs, protecting member interests and adhering to statutory requirements.

The Wisconsin Business Corporation Law, which governs many aspects of cooperative formation and operation, outlines specific requirements for the distribution of patronage dividends. Patronage dividends are generally defined as distributions of net earnings of a cooperative to its members based on their patronage. Wisconsin Statutes Section 185.41 specifically addresses the allocation of net earnings. It permits a cooperative to allocate patronage dividends to members and non-members alike, but the method of allocation must be based on the patronage of each. The statute further details that such allocations may be made in cash, in capital stock, in certificates of indebtedness, in credits to members’ accounts, or in any combination thereof. Importantly, the law allows for the cooperative’s articles of incorporation or bylaws to prescribe the manner and extent of patronage dividend distribution. This includes the ability to set thresholds or conditions for eligibility, such as a minimum level of patronage. The question revolves around the permissible methods of distributing these dividends, which are not limited to cash and can be in various forms as long as they are tied to patronage and align with the cooperative’s governing documents. Therefore, the distribution of patronage dividends in the form of credits to members’ capital accounts, provided it is consistent with the cooperative’s articles and bylaws and reflects patronage, is a legally valid method under Wisconsin law.

The Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes, governs the formation and operation of corporations. When a cooperative is formed under Wisconsin law, it often utilizes the framework of general business corporation statutes unless specific cooperative statutes provide otherwise. Wisconsin does not have a single, overarching “Wisconsin Cooperative Law” that dictates all aspects of cooperative formation and governance in isolation from general corporate law. Instead, cooperatives in Wisconsin can be formed under Chapter 185 of the Wisconsin Statutes, which specifically addresses cooperative associations, or under the general business corporation law (Chapter 180) with cooperative provisions. Chapter 185 outlines specific requirements for cooperative structure, including membership, patronage, and distribution of earnings, which are fundamental to cooperative principles. The question probes the foundational legal basis for cooperative existence in Wisconsin, emphasizing that while specific cooperative statutes exist, the broader corporate law framework is also relevant and often applied, especially concerning matters of corporate governance, fiduciary duties, and dissolution, unless explicitly superseded by cooperative statutes. The ability of a cooperative to sue or be sued, enter contracts, and hold property are inherent powers of a corporation, regardless of its cooperative nature, as granted by the relevant corporate statutes. Therefore, the legal authority for a cooperative to engage in such fundamental corporate actions stems from its status as a corporate entity, governed by the state’s corporate laws.

The Wisconsin Cooperative Association Law, specifically Chapter 185 of the Wisconsin Statutes, governs the formation, operation, and dissolution of cooperative associations. When a cooperative association in Wisconsin is dissolved, the distribution of its assets is subject to specific statutory provisions. These provisions prioritize the satisfaction of debts and liabilities before any distribution to members. Section 185.83 of the Wisconsin Statutes outlines the process for dissolution and asset distribution. It mandates that after all debts and liabilities are paid, any remaining assets shall be distributed to the members in proportion to their respective contributions or patronage, as defined in the cooperative’s articles of incorporation or bylaws. If the articles or bylaws do not specify a method for distribution of residual assets upon dissolution, then the distribution is made based on the members’ respective capital contributions. This ensures that members who have invested more capital or engaged in more business with the cooperative receive a proportionate share of any remaining value after creditors are satisfied. The law aims to protect creditors and then ensure a fair distribution among those who are the owners of the cooperative.

The Wisconsin Business Corporation Law, Chapter 180 of the Wisconsin Statutes, governs the formation, operation, and dissolution of corporations, including cooperatives that are structured as corporations. While cooperatives have unique governance and patronage principles, their fundamental legal framework as corporations is established by this chapter. Specifically, the law outlines requirements for articles of incorporation, bylaws, director and officer duties, shareholder meetings, and financial reporting. When a cooperative, like the hypothetical “Prairie Harvest Producers,” is established in Wisconsin, it must adhere to these general corporate requirements unless specific cooperative statutes provide an exemption or a distinct rule. The question probes the understanding that even though cooperatives operate with specific member-centric principles, they are still subject to the overarching corporate law of the state for their basic legal structure and governance, unless explicitly superseded by cooperative-specific legislation. Therefore, the articles of incorporation for Prairie Harvest Producers, as a Wisconsin cooperative corporation, would need to comply with the provisions of Chapter 180, Wisconsin Statutes, which dictates the foundational requirements for corporate existence and governance in the state.