193.221 Amendment of articles.

(1) Procedure.

(a) Except as provided under sub. (3), the articles of a cooperative may be amended as follows:

1. The board by majority vote may adopt a resolution stating the text of the proposed amendment. The text of the proposed amendment and, if approved by the board, an attached mail or alternative ballot, shall be mailed or otherwise distributed with any regular or special meeting notice to each member. The notice shall designate the time and place of the meeting at which the proposed amendment will be considered and voted on.

2. If a quorum of the members is registered as being present or represented by alternative vote at the meeting specified in the notice under subd. 1., the proposed amendment may be adopted by the following means, as applicable:

a. By a majority of the votes cast.

b. For a cooperative with articles or bylaws requiring more than majority approval or other conditions for approval, by a sufficient vote as required under the articles or bylaws or by satisfying the other conditions for approval.

(b) The articles may be amended as restated articles using the procedure under par. (a). If restated articles are adopted, the restated articles supersede all prior articles and amendments to the articles.

(c) After an amendment or restated articles are adopted under par. (a) or (b), the chair, vice-chair, records officer, or assistant records officer of the cooperative shall sign the amendment or restated articles and promptly file a copy with the department.

(2) Certificate.

(a) If an amendment or restated articles are adopted under sub. (1), the board shall prepare a certificate containing all of the following:

1. A statement listing the date of the meeting at which the board adopted the resolution concerning the proposed amendment under sub. (1) (a) 1. or the restated articles and the vote of the board.

2. A copy of the notice provided to members under sub. (1) (a) 1.

3. A listing of the quorum registered at the meeting under sub. (1) (a) 2.

4. A listing of the votes cast adopting the amendment or the restated articles at the meeting under sub. (1) (a) 2.

(b) The chair, vice-chair, records officer, or financial officer of the cooperative shall sign the certificate and file the certificate with the records of the cooperative.

(3) Amendment by directors. A majority of directors may, by resolution, amend the articles if the cooperative does not have any members with voting rights. The board shall promptly file an amendment under this subsection with the department.

(4) Effective date of amendment. An amendment or restated articles adopted under sub. (1) or an amendment adopted under sub. (3) is effective on the date specified in the resolution adopted under sub. (1) (a) 1. or (3), as applicable, or, if no such date is specified, upon the filing of the amendment or restated articles with the department.

History: 2005 a. 441; 2011 a. 260.