185.71 Voluntary dissolution.
(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 USC 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.
History: 1981 c. 337; 1985 a. 30 ss. 35 to 37, 42.
Cross-reference: See s. 182.01 (3) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter's name.
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.