Wisconsin Statutes & Annotations
Chapter 193 - Unincorporated cooperative associations.
193.421 - Filling vacancies.

193.421 Filling vacancies.
(1) Patron directors. If a vacancy occurs in the office of a director who was elected solely by the patron members, as provided in the articles or bylaws, or a new office of director is created for such a director, the board, in consultation with the other directors elected solely by the patron members, as provided in the articles or bylaws, shall appoint a patron member of the cooperative to temporarily fill the vacancy until a successor is elected at the next regular or special members' meeting. An appointment under this subsection shall be by majority vote of the remaining directors, regardless of whether there is a quorum present. If there are no other directors elected solely by the patron members, as provided in the articles or bylaws, at the time of the vacancy, the office shall remain vacant and a special patron members' meeting shall be called to elect a successor.
(2) Nonpatron directors. Unless otherwise provided in the articles or bylaws, if a vacancy occurs in the office of any director other than a director described in sub. (1) or if a new office of director is created other than a new office described in sub. (1), the board shall appoint a director to temporarily fill the vacancy by majority vote of the remaining directors, regardless of whether there is a quorum present. A successor shall be elected at the next regular or special members' meeting.
(3) Term of successor. Any successor elected under this section is elected for the remainder of the unexpired term of the director whose vacancy the successor was elected to fill.
History: 2005 a. 441.

Structure Wisconsin Statutes & Annotations

Wisconsin Statutes & Annotations

Chapter 193 - Unincorporated cooperative associations.

193.001 - Citation.

193.005 - Definitions.

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.

193.203 - Exceptions.

193.205 - Organizers.

193.211 - Cooperative name.

193.215 - Articles of organization and notice of mailing address.

193.221 - Amendment of articles.

193.225 - Conversion to cooperative.

193.231 - Curative filing.

193.241 - Bylaws.

193.245 - Cooperative records.

193.301 - Cooperative powers.

193.305 - Emergency powers.

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.

193.421 - Filling vacancies.

193.423 - Allocation of voting authority among directors.

193.425 - Board meetings.

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.

193.445 - Audit committee.

193.451 - Committees.

193.455 - Conduct and liability of directors.

193.461 - Director conflicts of interest.

193.465 - Limitation of director's liability in articles or bylaws.

193.471 - Indemnification.

193.475 - Officers.

193.478 - Director Education.

193.501 - Members.

193.505 - Member liability.

193.511 - Regular members' meetings.

193.515 - Special members' meetings.

193.518 - Effect of insufficient notice.

193.521 - Certification of notice.

193.523 - Electronic 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.

193.561 - Voting by business entities, subsidiaries, legal representatives, and holders of security interests.

193.565 - Voting by proxy.

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.

193.961 - Order of dissolution.

193.971 - Barring of claims.