193.931 Involuntary dissolution.

(1) Causes of action.

(a) A member may bring an action against a cooperative for dissolution, liquidation, and equitable relief if any of the following apply:

1. The directors or the persons having the authority otherwise vested in the board are deadlocked in the management of the cooperative's affairs and the members are unable to break the deadlock.

2. The directors or those in control of the cooperative have acted fraudulently, illegally, or in a manner unfairly prejudicial toward one or more members in their capacities as members, directors, or officers.

3. For a period that includes the time when 2 consecutive regular members' meetings were held, the members failed to elect successors to directors whose terms expired or would have expired upon the election and qualification of their successors.

4. The cooperative's assets are being misapplied or wasted.

5. The cooperative's period of duration as provided in the articles has expired and has not been lawfully extended.

(b) A creditor may bring an action against a cooperative for dissolution, liquidation, and equitable relief if any of the following apply:

1. The creditor has obtained a money judgment against the cooperative and an execution on that judgment has been returned unsatisfied.

2. The cooperative has admitted in writing that a claim of the creditor against the cooperative is due and owing and that the cooperative is unable to pay its debts in the ordinary course of business.

(c) Except as provided in sub. (1m), the attorney general may bring an action against a cooperative for dissolution and liquidation, and for equitable relief for persons other than the attorney general, if any of the following apply:

1. The articles and certificate of organization of the cooperative were procured through fraud.

2. The cooperative was organized for a purpose prohibited by state law or not permitted by this chapter.

3. The cooperative has knowingly, with intentional disregard of the harm that the provision is intended to avert, violated a provision of this chapter, has violated a provision of this chapter more than once, or has violated more than one provision of this chapter.

4. The actions of the cooperative, or its failure to act, constitutes surrender or abandonment of the business of the cooperative.

(1m) Notice to cooperative by attorney general. The attorney general may not commence an action under sub. (1) (c) until 30 days after giving notice to the cooperative of the reason for the action. If the reason for the action is an act that the cooperative has done or failed to do and the act or omission may be corrected by amending the articles or bylaws or by performing or abstaining from the act, the attorney general shall give the cooperative 30 additional days to make the correction before filing the action. If the cooperative makes the correction before the expiration of the 30 additional days, the attorney general may not bring an action under sub. (1) (c) based upon that act or omission.

(2) Financial condition of cooperative. In determining whether to order a remedy in an action under sub. (1), the court shall consider the financial condition of the cooperative. The court may not refuse to order a remedy solely on the ground that the cooperative has accumulated operating profits or current operating profits.

(3) Alternative remedies. In deciding whether to order dissolution in an action under sub. (1), the court shall consider whether other relief suggested by one or more parties would permanently remedy the cause of the action and, if so, may order such other relief.

(4) Expenses. If the court finds that a party to an action under sub. (1) has acted arbitrarily, vexatiously, or in bad faith, the court may award reasonable expenses, including attorney fees and disbursements, to any of the other parties.

(5) Venue. An action under sub. (1) shall be brought in the circuit court for the county where the registered address of the cooperative is located.

(6) Parties. It is not necessary to make members parties to an action under sub. (1).

History: 2005 a. 441.