193.501 Members.

(1) Requirement. A cooperative shall have at least one patron member, except that if any patron member is a natural person, a cooperative shall have at least 5 patron members who are natural persons and who are adults. A cooperative may have nonpatron members if the patron members by majority vote approve an article, bylaw provision, or amendment provision authorizing nonpatron members.

(2) Grouping of members.

(a) A cooperative may group members in districts or units, or on another basis, to the extent authorized in the articles or bylaws. The articles or bylaws may authorize the board to determine the grouping of members.

(b) The board may take all steps necessary to implement the use of groupings established under par. (a), including setting the time and place and prescribing the rules of conduct for holding meetings by group to elect delegates to members' meetings.

(3) Member violations.

(a) A member who knowingly, intentionally, or repeatedly violates a provision of the articles or bylaws, or a member control agreement or marketing contract with the cooperative, may be required by the board to surrender the member's membership interest in the cooperative or any of the following portions of the member's membership interest:

1. Governance rights and right to assign governance rights.

2. Financial rights and right to assign financial rights.

(b)

1. Except as provided in subd. 2., if the board requires a member to surrender the member's membership interest or the rights described in par. (a) 2., the cooperative shall refund to the member the lesser of the book value or market value of the membership interest or rights, as applicable, payable in not more than 7 years from the date of surrender.

2. If the board requires a patron member to surrender the patron member's rights described in par. (a) 2., the board may transfer all of those rights to a class of financial rights held by members who are not patron members, or to a certificate of interest that carries liquidation rights on par with membership interests and that must be redeemed within 7 years after the transfer as provided in the certificate.

(c) The board may reissue or retire and cancel any membership interests required to be surrendered under par. (a).

(4) Inspection of cooperative records by member.

(a) Except as otherwise provided in this paragraph and pars. (d) and (e), a member may inspect and copy any of the records described in s. 193.245 if the member meets the requirements of par. (b). A member's agent or attorney has the same inspection and copying rights under this paragraph as the member. No member may inspect or copy any records of the cooperative relating to the amount of equity capital in the cooperative held by any person or any accounts receivable or other amounts due the cooperative from any person, or any personnel records or employment records relating to any employee of the cooperative, unless the member is a director or officer acting pursuant to authority of the board. Except as provided under par. (e), records shall be inspected and copied under this paragraph during regular business hours at a reasonable location specified by the cooperative.

(b) A member may inspect and copy records under par. (a) if all of the following apply:

1. The member has been a member for at least one year immediately preceding the demand to inspect or copy or holds at least 5 percent of all of the outstanding equity interests in the cooperative as of the date the demand is made.

2. The member gives the cooperative a written demand to inspect or copy at least 5 business days before the date on which the member wishes to inspect or copy the records.

3. The written demand describes with reasonable particularity the purpose for which the demand is made and the records the member desires to inspect or copy.

4. The demand is made in good faith and for a proper cooperative business purpose.

5. The records are directly connected with the described purpose.

(d) This section does not affect any of the following:

1. The right of a member to inspect records to the same extent as any other litigant if the member is in litigation with the cooperative.

2. The power of a court to compel the production of the cooperative's records for examination.

(e) If records to be inspected or copied under par. (a) are in active use or storage and, therefore, not available at the time otherwise provided under par. (a) for inspection or copying, the cooperative shall so notify the member and establish a date and time for the inspection or copying that is within 3 business days of the date otherwise provided under par. (a) for inspection or copying.

(f) The right to copy records under par. (a) includes, if reasonable, the right to receive copies from the cooperative. The cooperative may impose a reasonable charge for copies of any records provided to the member. The charge may not exceed the estimated cost of production and reproduction of the records. Any copies made by the member shall be made at the member's expense.

(g) If a cooperative refuses to allow a person to inspect or copy records that the person is entitled to inspect or copy under par. (a) within any time period prescribed under par. (e) or, if none, within a reasonable time, the person may petition the circuit court for the county where the cooperative's principal office is located or, if it has no principal office in this state, for the county in which the cooperative's registered office is located, for an order compelling the cooperative to permit the inspection or copying. A court that issues an order under this paragraph may impose reasonable restrictions on the use or distribution of the records by the person. A court that issues an order under this paragraph may do any of the following, unless the cooperative proves that it refused inspection or copying in good faith because it had a reasonable basis for doubt about the right of the person to inspect or copy the records under par. (a):

1. Order the cooperative to pay the person's reasonable costs in obtaining the order, including reasonable attorney fees.

2. Order the cooperative to pay the person for any damages the person incurred by reason of the cooperative's refusal to permit inspection or copying.

3. Order the cooperative to pay the member's inspection and copying expenses, notwithstanding par. (f).

5. Impose reasonable restrictions on the use or distribution of the records by the person.

History: 2005 a. 441.