185.12 Voting.

(1) Except as permitted in this section, s. 185.52, 185.61 or 185.63, no person other than a member may vote at any member meeting. A person who has not fully paid for a membership may not vote except as expressly permitted in the bylaws. If the cooperative permits 2 or more persons to hold one membership, the bylaws may provide how such member vote is to be cast.

(2) At any member meeting, each member entitled to vote shall have one vote, except that the articles may permit either or both:

(a) A member association to cast additional votes not exceeding a number equal to its membership.

(b) A cooperative whose member-patrons include other associations to base voting in whole or in part on a patronage basis.

(3) Voting by proxy shall not be allowed in any cooperative.

(4)

(a) The bylaws may provide for representation of members by delegates apportioned territorially or by other districts or units. The bylaws shall specify either that a delegate may cast only one vote or that a delegate may cast one vote for each member represented by the delegate.

(b) The procedures set forth in this chapter for voting by members apply to voting by delegates, except as provided in all of the following:

1. If any delegate who may cast only one vote is permitted to vote on a matter, only delegates may vote on that matter.

2. If delegates may cast only one vote, in calculating the required proportion of votes on a matter, the number of delegate votes shall be used, but the number of delegates required for a quorum shall be as specified in the bylaws.

3. If the bylaws provide for representation of members by delegates who may cast one vote for each member represented by the delegate, in calculating the required proportion of votes on a matter and the number of delegates required for a quorum, the number of members represented by each delegate shall be used.

(5)

(a) Members entitled to vote on a motion but absent from the meeting at which the vote is taken may vote only as follows:

1. If a cooperative provides ballots for the vote on the motion to the members together with notice of the meeting at which the vote will be taken and exact copies of the motion and any resolution to which it pertains, an absent member may vote on the motion by submitting a signed ballot. If a signed ballot has been submitted on a motion under this subdivision, neither the motion nor any resolution to which it pertains may be amended.

2. If a cooperative makes available ballots for the vote on the motion together with exact copies of the motion and any resolution to which it pertains to any member entitled to vote on the motion, but does not comply fully with the requirements of subd. 1., an absent member may vote on the motion by submitting a signed ballot. However, the motion and any resolution to which it pertains may be amended at the meeting, and, if the motion or resolution is amended, the ballot is void. The ballot may not be counted on any motion to amend or adopt as amended the motion or resolution.

3. By electronic means, if all of the following apply:

a. The cooperative permits absent members to vote on the motion under subd. 1. or 2.

b. The bylaws provide for electronic voting.

c. The cooperative is able to authenticate that it is a member who is casting a vote.

d. The cooperative gives a vote cast under this subdivision the same effect as it would have if it was cast under subd. 1. or 2., whichever is applicable.

(b) The bylaws may provide for voting on the election or removal of directors by signed ballots or by electronic means. Signed ballots may not be used for this purpose unless the bylaws authorize and prescribe the procedure for their use. Voting by electronic means may not be used unless all of the following apply:

1. The bylaws provide for electronic voting on the election or removal of directors.

2. The cooperative is able to authenticate that it is a member who is casting a vote.

3. The cooperative gives a vote cast by electronic means the same effect as a vote cast by signed ballot or by a member present at a meeting.

(5m)

(a) In this subsection, “cooperative holding company” means a cooperative that owns or controls subsidiaries operating on a cooperative basis as the primary part of their business and activities.

(b) Notwithstanding sub. (2), a cooperative holding company and its cooperative subsidiaries may, in its articles or bylaws, permit members to base voting power in whole or in part on members' current or recent patronage activity, or on members' patronage equity in the cooperative, or on a combination of both.

(c) If the articles or bylaws provide for voting power as described in par. (b), whenever this chapter requires an action to be approved by a majority vote of members or by a vote of a greater proportion of members, approval of the action is by, respectively, a majority of the member votes cast or such greater proportion of the member votes cast.

(6) The bylaws may set forth provisions, not inconsistent with this chapter, relating to the methods and procedures for voting.

History: 1985 a. 30 ss. 13, 14, 42; 1993 a. 482; 2009 a. 387; 2015 a. 87; 2017 a. 76.