193.605 Cooperative securities.
(1) Applicability of ch. 408 to cooperative securities. To the extent that the provisions of this chapter concerning the authorization, issuance, control, use, and rights of membership interests or concerning the stock of a cooperative are inconsistent with ch. 408, the provisions of this chapter apply.
(2) Liability of cooperative for wrongful transfers of its securities.
(a) In this subsection:
1. “Proper person" means the registered owner or last prior transferee, whether or not described as fiduciary for another, or his or her authorized agent or legal representative or the successor to his or her interest by operation of law.
2. “Transfer" includes a redemption or recall of stock.
3. “Wrongful transfer" means a transfer which is in excess of the authorization or capacity of the transferor, or which is made in breach of the transferor's fiduciary duty.
(b) A cooperative may not be held liable for acting upon wrongful transfers of its securities which are not “securities" as defined in s. 408.102, unless it has notice that the certificate was not transferred by a proper person or has notice that the transfer was a wrongful transfer.
(3) Missing securities or records.
(a) When a security issued by a cooperative, which is not a “security" as defined in s. 408.102, is missing, the cooperative shall issue a duplicate security if the owner so requests and furnishes an indemnity acceptable to the cooperative.
(b) When records showing ownership of securities or apportionment of equity or membership interests are missing and the information therein contained is necessary to a proposed redemption of the interest, the cooperative may give notice and redeem by satisfying all of the following:
1. The cooperative shall set aside an amount equal to the value of the interests to be redeemed.
2. The cooperative shall give notice of such redemption to all owners of interests of which the cooperative has knowledge.
3. If there are interests, the ownership of which is unknown to the cooperative, it shall publish notice of the redemption at least once a month for 4 months in a publication circulated among members of cooperatives in the area, and also publish a class 3 notice, under ch. 985.
History: 2005 a. 441.
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