193.565 Voting by proxy.

(1) Authorization and appointment of proxy.

(a) A member entitled to vote may do so by proxy appointed under this paragraph. Except as provided in sub. (7), a member may grant a proxy to vote by giving the board or an authorized agent of the cooperative an appointment of a proxy, in writing, before the meeting at which the appointment is to be effective. If the appointment of proxy is given in electronic format, the appointment is effective only if an authorized agent of the cooperative determines that the appointment is authorized by the member. The authorized agent shall record the information upon which he or she relied to make the determination. A proxy appointed under this paragraph may vote in the same manner as and to the same extent as the appointing member is otherwise authorized to vote, consistent with subs. (5) and (7).

(b) A reproduction of the original written appointment under par. (a) may be substituted or used in lieu of the original for any purpose for which the original could be used, if the reproduction is a complete, legible, and accurate reproduction of the entire original.

(c) If a membership interest is owned jointly by 2 or more members, any one of the owners may appoint a proxy under par. (a), unless the cooperative receives written notice from any of the owners denying the authority of that person to appoint a proxy or appointing a different proxy.

(2) Duration of appointment. The appointment of a proxy under sub. (1) (a) is valid for 11 months, unless a longer period is expressly provided in the appointment or unless the appointment is terminated under sub. (3).

(3) Termination. An appointment of a proxy under sub. (1) (a) may be terminated at will by the appointing member or the proxy, unless the appointment is conditioned upon ownership of or subject to terms and conditions of a membership interest. Except as provided in sub. (4), an appointment that is coupled with a membership interest as described in this subsection is irrevocable and may not be terminated, unless an agreement between the appointing member and the proxy specifies otherwise. A termination under this subsection is effective upon filing written notice of the termination with an authorized agent of the cooperative or filing a new appointment under sub. (1) (a), whichever occurs first.

(4) Revocation by death or incapacity. The death or incapacity of a member appointing a proxy under sub. (1) (a) does not revoke the appointment, unless written notice of the death or incapacity is received by an authorized agent of the cooperative before the proxy exercises the authority under the appointment.

(5) Multiple proxies. Except as provided in sub. (7), all of the following apply if 2 or more persons are appointed as proxies for a member under sub. (1) (a):

(a) Only one of them may vote on behalf of the member on each item of business in accordance with specific instructions contained in the appointment.

(b) If no specific instructions are contained in the appointment with respect to a particular item of business, the vote of the member shall be cast as a majority of the proxies determine. If the proxies are equally divided in determining how such a vote shall be cast, no vote may be cast.

(6) Liability of proxy. A proxy appointed under sub. (1) (a) is liable to the appointing member for damages resulting from the proxy's failure to exercise his or her authority or from the proxy's acting in violation of the authority granted in the appointment.

(7) Limitations on proxies.

(a) A patron member may only appoint another patron member as a proxy under sub. (1) (a).

(b) No member may vote by proxy under sub. (1) (a) if the member is represented by a delegate under s. 193.545 (4).

(c) No member may vote by proxy under sub. (1) (a) in an election of directors under s. 193.411 (3) or (4).

(d) If an appointment of a proxy under sub. (1) (a) gives the proxy authority to vote on less than all items of business considered at a meeting, the appointing member may vote by proxy only with respect to those items of business for which the proxy has authority to vote.

(e) An appointment of a proxy under sub. (1) (a) may restrict or limit the authority of the proxy or reserve authority for the appointing member.

History: 2005 a. 441.