185.38 Disposition of assets; right to secure debts.
(1) Except as authorized by the members, the board may not dispose of all or substantially all of a cooperative's assets. At any meeting the members may authorize the disposition of all or substantially all of a cooperative's assets if:
(a) Notice that such disposition will be considered at such meeting has been given to all persons entitled to vote thereon; and
(b) Such disposition has been approved by two-thirds of those entitled to vote thereon voting at the meeting.
(1m)
(a) Except as authorized by the members, the board may not dispose of a cooperative's assets under any of the following circumstances:
1. Other than in the ordinary course of business.
2. In a manner that jeopardizes the purpose for which the cooperative was created or its financial vitality.
(b) At any meeting the members may authorize the disposition of a cooperative's assets under circumstances described in par. (a) if all of the following apply:
1. Notice that the disposition will be considered at the meeting has been given to all persons entitled to vote on the matter.
2. The disposition has been approved by two-thirds of those entitled to vote on the matter who vote at the meeting.
(2) Unless the bylaws provide otherwise, the board may secure payment of a cooperative's debts by mortgaging the cooperative's rights, privileges, authority and franchises, revenues and other property.
History: 1985 a. 30 s. 42; 2017 a. 76.
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