Wisconsin Statutes 185.71 – Voluntary dissolution
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Terms Used In Wisconsin Statutes 185.71
- 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
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- Cooperative: means an association incorporated under this chapter. See Wisconsin Statutes 185.01
- Member: means a person who has been qualified and accepted for membership in an association. See Wisconsin Statutes 185.01
- 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
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
- Quorum: The number of legislators that must be present to do business.
- seal: includes the word "seal" the letters "L S" and a scroll or other device intended to represent a seal, if any is affixed in the proper place for a seal, as well as an impression of a seal on the instrument. See Wisconsin Statutes 990.01
- 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) At any member meeting, whether or not a quorum is present, a cooperative may dissolve if:
(a) Notice that a resolution for dissolution will be considered and acted upon has been included in the notice of meeting; and
(b) The resolution is approved by three-fourths of the member votes cast thereon. The articles may permit stockholders to vote on the resolution for dissolution.
(2) When the resolution is adopted, either a committee designated by the resolution or the board shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law, the articles and the bylaws.
(3) Any net proceeds of liquidation not subject to valid claims or owed to persons under sub. (2) shall be distributed to one or more organizations that are either:
(a) Cooperatives with articles containing limitations on distribution of assets or payment of proceeds of liquidation equivalent to limitations in the articles of the liquidating cooperative.
(b) Organizations exempt from federal income taxation under 26 U.S. Code § 501 (c) (3).
(4) Articles of dissolution shall be signed by a majority of directors or of committee members and shall be sealed with the cooperative’s seal. They shall set forth:
(a) The name of the cooperative, and the county of the cooperative’s principal office or of its registered agent.
(b) The name and address of each director or committee member.
(c) The date of adoption of the resolution of dissolution.
(d) A statement that all liquidation activities have been completed in compliance with law, the articles and the bylaws. If the articles contain a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), the statement shall include an accounting of all funds disbursed under sub. (2) that lists the names and complete addresses, including street address, city, town or village, county, state and zip code, of all persons receiving funds and the amounts disbursed to each.
(5) The articles of dissolution shall be filed and recorded as provided in s. 185.82, and on filing of the articles the existence of the cooperative ceases.
(6) Within 7 years after the date of filing under sub. (5), an action may be brought against any person to whom proceeds were distributed under sub. (2) in violation of law, the articles or the bylaws to recover the proceeds by any person entitled to the funds by law, the articles or the bylaws, in the circuit court of the county where the last principal office of the cooperative was located. If the articles contained a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), the action may be brought by the attorney general, in the name of the state upon his or her information, or, in the discretion of the attorney general, upon complaint of any person, in the Dane County circuit court.