193.415 Removal of directors. All of the following apply, unless the articles or bylaws provide otherwise:
(2) Removal of temporary directors by board. A director who was appointed by the board to fill a vacancy may be removed by the board at any time, with or without cause, if all of the following apply:
(a) The members have not elected directors in the interval between the time of the appointment to fill the vacancy and the time of the removal.
(b) A majority of the remaining directors present affirmatively vote to remove the director.
(3) Removal of directors by members. A director may be removed at any time, with or without cause, by the affirmative vote of the holders of a majority of the voting power of membership interests entitled to vote at an election of directors, except that a director who was elected solely by the patron members or the holders of a class or series of membership interests, as provided in the articles or bylaws, may be removed only by the affirmative vote of the holders of a majority of the voting power of the patron members or of all membership interests of the class or series entitled to vote at an election of that director, respectively.
(4) Election of replacement directors. Notwithstanding s. 193.421, a replacement director may be elected to serve out the remaining term of the removed director at a meeting at which the director was removed.
History: 2005 a. 441.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 193 - Unincorporated cooperative associations.
193.105 - Use of term “cooperative" restricted.
193.111 - Filing fees and other requirements.
193.115 - Registered office and agent.
193.121 - Legal recognition of electronic records and signatures.
193.201 - Organizational purpose.
193.215 - Articles of organization and notice of mailing address.
193.221 - Amendment of articles.
193.225 - Conversion to cooperative.
193.245 - Cooperative records.
193.311 - Agricultural product and commodity marketing contracts.
193.315 - Indemnification and insurance against securities law claims.
193.401 - Board governs cooperative.
193.405 - Number of directors.
193.411 - Election of directors.
193.415 - Removal of directors.
193.417 - Resignation of directors.
193.423 - Allocation of voting authority among directors.
193.431 - Quorum; presence of objecting director.
193.435 - Actions of the board.
193.441 - Actions without a meeting.
193.443 - Board authority concerning certain cooperative property.
193.455 - Conduct and liability of directors.
193.461 - Director conflicts of interest.
193.465 - Limitation of director's liability in articles or bylaws.
193.511 - Regular members' meetings.
193.515 - Special members' meetings.
193.518 - Effect of insufficient notice.
193.521 - Certification of notice.
193.524 - Revocation of electronic communication.
193.525 - Quorum at members' meeting.
193.531 - Virtual members' meetings and attendance.
193.535 - Actions of the members.
193.541 - Actions without a members' meeting.
193.545 - Member voting rights.
193.551 - Patron member voting based on patronage.
193.553 - Voting rights limited to members as of date certain.
193.555 - Voting rights of nonmembers.
193.557 - Voting of jointly owned membership interests.
193.559 - Cumulative voting by members.
193.571 - Member authority concerning certain cooperative property.
193.601 - Membership interests.
193.605 - Cooperative securities.
193.611 - Assignment of financial rights.
193.615 - Nature and terms of a membership interest and statement of interest owned.
193.621 - Certificated membership interests.
193.625 - Replacement certificates.
193.631 - Restriction on transfer or registration of membership interests.
193.701 - Authorization, form, and acceptance.
193.702 - Valuation; presumption and liability.
193.705 - Restated value of previous contributions.
193.711 - Contribution agreements.
193.715 - Contribution rights agreements.
193.721 - Allocations of profits and distributions of cash and other assets.
193.725 - Allocations and distributions of profits to patron members.
193.731 - Member control agreements.
193.735 - Distribution of unclaimed property.
193.801 - Merger and consolidation.
193.805 - Merger of subsidiary or parent.
193.807 - Effective date; effect of merger or consolidation.
193.835 - Abandonment of merger.
193.905 - Voluntary dissolution; winding up.
193.911 - Revocation of dissolution proceedings.
193.925 - Court-supervised voluntary dissolution.
193.931 - Involuntary dissolution.
193.935 - Procedure in involuntary or court-supervised voluntary dissolution.
193.941 - Receiver qualifications and powers.
193.951 - Filing claims in involuntary or court-supervised voluntary dissolution proceedings.
193.955 - Discontinuance of court-supervised dissolution proceedings.