Wisconsin Statutes 185.05 – Articles
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Terms Used In Wisconsin Statutes 185.05
- Acquire: when used in connection with a grant of power to any person, includes the acquisition by purchase, grant, gift or bequest. See Wisconsin Statutes 990.01
- Articles: means the articles of incorporation of a cooperative unless the context otherwise requires. See Wisconsin Statutes 185.01
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Board: means the board of directors of a cooperative. See Wisconsin Statutes 185.01
- Bylaws: means the bylaws of a cooperative. See Wisconsin Statutes 185.01
- Cooperative: means an association incorporated under this chapter. See Wisconsin Statutes 185.01
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- members: as used in this chapter with respect to the right of a member to vote, voting procedure, the required proportion of member votes, actions that must or may be taken by members, the number of members required for a quorum and the eligibility of directors, means a member or members entitled to vote, unless the bylaws provide otherwise. See Wisconsin Statutes 185.01
- Membership stock: means any class of stock, continuous ownership of which is required for membership in a cooperative. See Wisconsin Statutes 185.01
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
- Town: may be construed to include cities, villages, wards or districts. See Wisconsin Statutes 990.01
- Village: means incorporated village. See Wisconsin Statutes 990.01
(1) The articles shall set forth:
(a) The name of the cooperative.
(b) The period of existence, unless perpetual.
(c) The purposes for which organized. It is sufficient to state that the cooperative may engage in any activity within the purposes for which cooperatives may be organized, and all such activities shall then be deemed within its purposes, subject to express limitations.
(d) Whether the cooperative is organized with or without capital stock.
(e) The designation of classes of members, if more than one.
(f) The number and par value of shares of each authorized class of stock; if more than one class is authorized, the designation, preferences, limitations and relative rights of each class shall also be set forth.
(g) Which classes of stock are membership stock.
(h) As to each class of stock, the rate of dividend, or that the rate of dividend may be fixed by the board, or that no dividend will be paid. If the dividend on any class of stock is to be cumulative, this shall also be stated.
(i) Any reservation of a right to acquire or recall any stock.
(j) The basis of distribution of assets upon liquidation and, if changes in the basis of distribution are to be prohibited, a statement that this provision may not be changed and a reference to the restriction under s. 185.033.
(k) The complete address, including street number, city, town or village, county and zip code of its principal office or the name and complete address, including street number, city, town or village, county and zip code of its registered agent.
(L) The name and address of each incorporator.
(m) The names and addresses of at least 5 incorporators who will act as the temporary board.
(2) It is not necessary to set forth in the articles any of the powers granted by this chapter. The articles may include additional provisions, consistent with law, including provisions which are required or permitted to be set forth in the bylaws. Any provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control.
(3) The articles shall be filed and recorded as provided in s. 185.82. The legal existence of a cooperative begins when the articles are filed. Upon the filing of the articles, the department shall issue a certificate of incorporation. The department shall forward within 5 days a duplicate original of the articles to the register of deeds of the county of the cooperative’s principal office or registered agent for recording.
(4) The certificate of incorporation shall be conclusive evidence, except as against this state in a proceeding to cancel or revoke such certificate, that all conditions precedent to existence have been met.