193.435 Actions of the board.
(1) Generally. Unless this chapter or the articles or bylaws provide otherwise and except as provided in sub. (2), the board shall take action by the affirmative vote of the greater of the following:
(a) A majority of directors present at a meeting at the time the action is taken.
(b) A majority of the minimum number of directors that would constitute a quorum for the transaction of business at the meeting.
(2) Exception for objecting director. Any director who objects at the beginning of a board meeting to the transaction of business because the meeting is not lawfully called or convened and who fails to participate in the meeting after the objection may not be considered as present at the meeting for purposes of sub. (1).
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.