185.05 Articles.

(1) The articles shall set forth:

(a) The name of the cooperative.

(b) The period of existence, unless perpetual.

(c) The purposes for which organized. It is sufficient to state that the cooperative may engage in any activity within the purposes for which cooperatives may be organized, and all such activities shall then be deemed within its purposes, subject to express limitations.

(d) Whether the cooperative is organized with or without capital stock.

(e) The designation of classes of members, if more than one.

(f) The number and par value of shares of each authorized class of stock; if more than one class is authorized, the designation, preferences, limitations and relative rights of each class shall also be set forth.

(g) Which classes of stock are membership stock.

(h) As to each class of stock, the rate of dividend, or that the rate of dividend may be fixed by the board, or that no dividend will be paid. If the dividend on any class of stock is to be cumulative, this shall also be stated.

(i) Any reservation of a right to acquire or recall any stock.

(j) The basis of distribution of assets upon liquidation and, if changes in the basis of distribution are to be prohibited, a statement that this provision may not be changed and a reference to the restriction under s. 185.033.

(k) The complete address, including street number, city, town or village, county and zip code of its principal office or the name and complete address, including street number, city, town or village, county and zip code of its registered agent.

(L) The name and address of each incorporator.

(m) The names and addresses of at least 5 incorporators who will act as the temporary board.

(2) It is not necessary to set forth in the articles any of the powers granted by this chapter. The articles may include additional provisions, consistent with law, including provisions which are required or permitted to be set forth in the bylaws. Any provision required or permitted in the bylaws has equal force and effect if stated in the articles. Whenever a provision of the articles is inconsistent with a bylaw, the articles control.

(3) The articles shall be filed and recorded as provided in s. 185.82. The legal existence of a cooperative begins when the articles are filed. Upon the filing of the articles, the department shall issue a certificate of incorporation. The department shall forward within 5 days a duplicate original of the articles to the register of deeds of the county of the cooperative's principal office or registered agent for recording.

(4) The certificate of incorporation shall be conclusive evidence, except as against this state in a proceeding to cancel or revoke such certificate, that all conditions precedent to existence have been met.

History: 1981 c. 337; 1985 a. 30 ss. 9, 10, 42; 1985 a. 274; 1995 a. 27.

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.