Wisconsin Statutes 185.93 – Member or stockholder derivative actions
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Terms Used In Wisconsin Statutes 185.93
- Association: includes both cooperatives and foreign cooperatives. See Wisconsin Statutes 185.01
- Board: means the board of directors of a cooperative. See Wisconsin Statutes 185.01
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- in writing: includes any representation of words, letters, symbols or figures. See Wisconsin Statutes 990.01
- 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
- Plaintiff: The person who files the complaint in a civil lawsuit.
- Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
- Settlement: Parties to a lawsuit resolve their difference without having a trial. Settlements often involve the payment of compensation by one party in satisfaction of the other party's claims.
(1) No action may be instituted or maintained in the right of any association by a member or stockholder unless the member or stockholder:
(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.
(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.
(c) Files the complaint in such action within 20 days after the action is commenced.
(2) The action shall not be dismissed or compromised without the approval of the court.
(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.
(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.