193.301 Cooperative powers.

(1) Generally. In addition to other powers, a cooperative may perform every act necessary or proper to the conduct of the cooperative's business or the accomplishment of the purposes of the cooperative. A cooperative has all rights, powers, and privileges granted to entities organized under ch. 185, except those that are inconsistent with an express provision of this chapter.

(2) Dealing in products. A cooperative may buy, sell, or deal in its own products or the products of any other person and may negotiate the sales price of any product the cooperative sells.

(3) Contracts with members. A cooperative may enter into or become a party to a contract for the cooperative or for the cooperative's individual members or patrons or between the cooperative and its members.

(4) Acts concerning real and personal property.

(a) A cooperative may acquire and hold, lease, mortgage, encumber, sell, exchange and convey real and personal property as the business of the cooperative may require.

(b) A cooperative may act as trustee or in any fiduciary capacity for any purpose not inconsistent with the purposes of the cooperative, subject to any applicable requirements of s. 223.105.

(6) Debt instruments, borrowing, security, and investing. A cooperative may do any of the following:

(a) Issue bonds, debentures, or other evidence of indebtedness.

(b) Borrow money to finance the business of the cooperative.

(c) Secure any of its obligations by mortgage of, creation of a security interest in, or other encumbrance or assignment of all or any of its property, franchises, or income.

(d) Form special purpose business entities to secure assets of the cooperative.

(e) Invest its funds.

(f) Acquire, hold, and dispose of evidences of indebtedness of any business entity.

(7) Advances to patrons. A cooperative may make advances to the cooperative's members or patrons on products delivered by the members or patrons to the cooperative.

(8) Donations. A cooperative may accept donations of money and donations of real or personal property from its members.

(9) Lending to and borrowing from members. A cooperative may loan money to its members with security that it considers sufficient, whether or not any property taken as security is of the kind dealt in by the cooperative, and may borrow money from its members.

(10) Pensions and benefits.

(a) A cooperative may pay pensions, retirement benefits, and compensation for past services to or for the benefit of the cooperative.

(b) A cooperative may establish and carry out employee benefit plans and provisions for the benefit of any or all of its and its affiliates, officers, managers, directors, governors, employees, and agents. In the case of an affiliate that is a cooperative, a cooperative may establish and carry out provisions for the benefit of the affiliate's members who provide services to the cooperative, and the families, dependents, and beneficiaries of any of them. A cooperative may indemnify a fiduciary of any employee benefit plan or provisions established under this paragraph and purchase insurance for or on behalf of such a fiduciary.

(11) Insurance. A cooperative may purchase for its benefit life insurance and other insurance with respect to the services of any of its members, managers, directors, employees, and agents, and may purchase insurance on the life of a member for the purpose of facilitating the cooperative's acquisition of any of the member's membership interests in the cooperative at the death of the member.

(12) Ownership interests in other entities.

(a) A cooperative may acquire, hold, or dispose of ownership interests in another business entity and, if a cooperative acquires ownership interests under this paragraph, assume all rights, interests, privileges, responsibilities, and obligations arising out of the ownership interests. A cooperative that holds an ownership interest in another business entity may, by direction of the board, elect or appoint an individual to represent the cooperative at a meeting of the business entity. The representative may represent the cooperative at such a meeting and may cast any vote the cooperative is entitled to cast at the meeting.

(b) A cooperative may organize business entities.

(c) A cooperative may acquire ownership interests in or organize an entity to which any of the following apply:

1. The entity is organized as a federation of associations.

2. The entity is organized for the purpose of forming a district, state, or national marketing, sales, or service agency.

3. The entity is organized for the purpose of acquiring marketing facilities at terminal or other markets in this state or other states.

(14) Forfeiture.

(a) Notwithstanding ch. 177, a cooperative may effect the forfeiture to the cooperative of unclaimed allocations, distributions, or credits under this chapter or under s. 185.45 (2) (b) and (c), (3) (a) and (b), and (4) (b), unclaimed stock issued by the cooperative, and unclaimed deposits held by the cooperative, if all of the following conditions are met:

1. No earlier than 3 years and no later than 5 years after the allocation, distribution, or credit is first made available to its owner, the board declares that the allocation, distribution, or credit will be forfeited to the cooperative unless claimed by a date determined by the board, which date shall be a business day at least 60 days after the date of mailing under subd. 2.

2. The cooperative mails a written notice of the declaration under subd. 1. to the owner of the allocation, distribution, or credit at the owner's last-known address, as reflected in the records of the cooperative.

3. The cooperative publishes the notice under subd. 2. as a class 1 notice under ch. 985, on or before the date on which the notice is mailed, in a newspaper published in a municipality having territory within the service area of the cooperative.

4. The allocation, distribution, or credit remains unclaimed after the date determined by the board under subd. 1.

(b) A cooperative that effects a forfeiture under par. (a) shall use any forfeited moneys within one year after the date on which the funds are forfeited for providing scholarships or educational loans to students or for charitable purposes, as determined by the board.

(c) Property forfeited under this subsection is not subject to ch. 177.

History: 2005 a. 441.