185.71 Voluntary dissolution.

(1) At any member meeting, whether or not a quorum is present, a cooperative may dissolve if:

(a) Notice that a resolution for dissolution will be considered and acted upon has been included in the notice of meeting; and

(b) The resolution is approved by three-fourths of the member votes cast thereon. The articles may permit stockholders to vote on the resolution for dissolution.

(2) When the resolution is adopted, either a committee designated by the resolution or the board shall liquidate all assets and pay the net proceeds of such liquidation available for distribution to all persons entitled to the same by law, the articles and the bylaws.

(3) Any net proceeds of liquidation not subject to valid claims or owed to persons under sub. (2) shall be distributed to one or more organizations that are either:

(a) Cooperatives with articles containing limitations on distribution of assets or payment of proceeds of liquidation equivalent to limitations in the articles of the liquidating cooperative.

(b) Organizations exempt from federal income taxation under 26 USC 501 (c) (3).

(4) Articles of dissolution shall be signed by a majority of directors or of committee members and shall be sealed with the cooperative's seal. They shall set forth:

(a) The name of the cooperative, and the county of the cooperative's principal office or of its registered agent.

(b) The name and address of each director or committee member.

(c) The date of adoption of the resolution of dissolution.

(d) A statement that all liquidation activities have been completed in compliance with law, the articles and the bylaws. If the articles contain a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), the statement shall include an accounting of all funds disbursed under sub. (2) that lists the names and complete addresses, including street address, city, town or village, county, state and zip code, of all persons receiving funds and the amounts disbursed to each.

(5) The articles of dissolution shall be filed and recorded as provided in s. 185.82, and on filing of the articles the existence of the cooperative ceases.

(6) Within 7 years after the date of filing under sub. (5), an action may be brought against any person to whom proceeds were distributed under sub. (2) in violation of law, the articles or the bylaws to recover the proceeds by any person entitled to the funds by law, the articles or the bylaws, in the circuit court of the county where the last principal office of the cooperative was located. If the articles contained a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), the action may be brought by the attorney general, in the name of the state upon his or her information, or, in the discretion of the attorney general, upon complaint of any person, in the Dane County circuit court.

History: 1981 c. 337; 1985 a. 30 ss. 35 to 37, 42.

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.