185.31 Directors; number, election, removal and vacancies.

(1)

(a) All powers of the cooperative shall be exercised by or under authority of, and the business and affairs of a cooperative shall be managed under the direction of, the board, except as otherwise provided in this chapter. Except as provided in par. (b), every director shall be a member or a representative of a member that is other than a natural person. The bylaws shall prescribe any other qualifications for directors and may provide that directors be from specified districts.

(b)

1. In this paragraph, “ outside director” means a director who is neither a member nor a representative of a member that is other than a natural person.

2. Subject to subds. 3. and 4., if authorized by the bylaws, a cooperative may allow for not more than 2 outside directors.

3. The total number of outside directors may not exceed 20 percent of the total number of directors, as established under sub. (2).

4. No person may serve as an outside director unless a majority of the members or delegates voting or a majority of directors who are not outside directors, as specified in the bylaws, votes to approve the person as a director.

5. An outside director has the same voting rights as a director who is not an outside director.

(2) The number of directors shall not be less than 5, provided that, in a cooperative with less than 50 members, the number of directors shall not be less than 3. Subject to such limitation, the number shall be fixed in the articles, or if the articles so provide, in the bylaws.

(3) The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director's term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the department a report showing the names and addresses of all directors.

(4) Unless the bylaws provide otherwise, a director may be removed upon a majority vote of all members.

(5) Unless the bylaws provide otherwise, any vacancy existing in the board, including any vacancy created by an increase in the number of directors, may be filled until the next annual meeting by appointment by a majority vote of the directors then in office.

History: 1985 a. 30 ss. 20, 42; 1995 a. 27; 2017 a. 76.