185.07 Bylaws.
(1) The initial bylaws may be adopted by the temporary board. Thereafter, except as provided in sub. (4), bylaws may be adopted and amended only by the members unless the members adopt a bylaw which permits the board to make and amend specified bylaws.
(2) Any bylaw adopted or amended by the board shall be reported at the next regular member meeting. Any such bylaw shall be at any time subject to amendment or repeal by the members.
(3) Unless the bylaws provide otherwise, any bylaw may be adopted, amended or repealed by a majority of the member votes cast at a meeting.
(4)
(a) In this subsection, “emergency" means a catastrophic event that prevents a quorum of a cooperative's directors or members from being readily assembled.
(b) Unless the articles provide otherwise, the board may adopt bylaws that are effective only in an emergency. Emergency bylaws are subject to amendment or repeal by the board or by the members. Emergency bylaws may provide special provisions or modify provisions as necessary for managing the cooperative during the emergency including any of the following:
1. Procedures for calling a meeting of the board or the members.
2. Procedures for the conduct of a meeting of the board or the members.
3. Quorum requirements for a meeting of the board.
4. Deadlines for any action required to be taken by the cooperative, the board, or the members.
5. Designation of additional or substitute directors.
(c) Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
(d) Action taken in good faith in accordance with the emergency bylaws, and action taken in good faith under s. 185.03 (13) for the benefit of the cooperative, binds the cooperative and may not be used to impose liability on a director, officer, member, employee, or agent. Action taken in good faith in anticipation of or during an emergency to delay or reschedule any action required to be taken by the cooperative, the board, or the members under par. (b) 4. shall not constitute a violation of the bylaws in the event the delayed or rescheduled action occurs after the emergency ends.
History: 1985 a. 30; 2021 a. 5.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
185.031 - Refunds after forfeiture.
185.033 - Restriction on changes to articles.
185.034 - Definitions applicable to indemnification and insurance provisions.
185.035 - Mandatory indemnification.
185.036 - Determination of right to indemnification.
185.037 - Allowance of expenses as incurred.
185.038 - Additional rights to indemnification and allowance of expenses.
185.039 - Court-ordered indemnification.
185.04 - Indemnification and allowance of expenses of employees and agents.
185.042 - Indemnification and insurance against securities law claims.
185.045 - Reserved or registered name.
185.06 - Organization meetings.
185.08 - Principal office; registered agent; service of process.
185.09 - Promotion expense; limitation.
185.15 - Notice to members, stockholders or other persons; waiver.
185.21 - Stock; authorization, issuance, control, use, rights.
185.22 - Subscriptions for stock; liability therefor.
185.23 - Missing securities or records.
185.24 - Liability of cooperative for wrongful transfers of its securities.
185.25 - Applicability of ch. 408 to cooperative securities.
185.31 - Directors; number, election, removal and vacancies.
185.32 - Directors; meetings, quorum and waiver of notice.
185.34 - Action without meeting by directors or members.
185.36 - Compensation and benefits to directors, officers and employees.
185.363 - Reliance by directors or officers.
185.365 - Consideration of interests in addition to members' and stockholders' interests.
185.367 - Limited liability of directors and officers.
185.37 - Liability of directors and members.
185.38 - Disposition of assets; right to secure debts.
185.41 - Cooperative contracts.
185.42 - Recording of cooperative contracts; effect thereof.
185.43 - Relief against breach or threatened breach.
185.44 - Application of ss. 185.41 to 185.43; venue of action.
185.45 - Apportionment and distribution of proceeds.
185.47 - Financial books and records; penalty for refusal to produce.
185.48 - Annual reports; filing thereof.
185.50 - Income or franchise tax returns.
185.51 - Amendments to articles.
185.52 - Stockholder voting on amendments to articles.
185.53 - Filing and recording amendments; effect thereof.
185.55 - Amendments by bankruptcy court.
185.61 - Merger and consolidation.
185.62 - Articles of merger or consolidation; effect thereof.
185.63 - Division of a cooperative.
185.64 - Conversion of corporation.
185.71 - Voluntary dissolution.
185.72 - Involuntary dissolution.
185.73 - Liquidation under court supervision.
185.74 - Property not distributed prior to dissolution.
185.76 - Survival of remedy after dissolution.
185.81 - Admission of foreign cooperatives.
185.815 - Recording change of principal office or registered agent.
185.82 - Procedure on filing and recording of documents.
185.825 - Penalty for false document.
185.84 - Fees or penalty due state.
185.85 - Forms to be furnished by department of financial institutions.
185.91 - Voting requirements of articles.
185.92 - Effect of unauthorized acts.
185.93 - Member or stockholder derivative actions.
185.94 - Use of term “cooperative"; penalty for improper use.
185.95 - Discrimination against association.
185.96 - Application of chapter.
185.981 - Cooperative health care.
185.982 - Manner of practicing medicine, chiropractic and dentistry; payment; promotional expense.
185.983 - Requirements of plan.
185.985 - Inconsistent provisions of the statutes.
185.99 - Health benefit purchasing cooperatives.
185.995 - Extensions of credit by electric cooperatives for certain projects.