Wisconsin Statutes 185.21 – Stock; authorization, issuance, control, use, rights
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Terms Used In Wisconsin Statutes 185.21
- Acquire: when used in connection with a grant of power to any person, includes the acquisition by purchase, grant, gift or bequest. See Wisconsin Statutes 990.01
- Articles: means the articles of incorporation of a cooperative unless the context otherwise requires. See Wisconsin Statutes 185.01
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Board: means the board of directors of a cooperative. See Wisconsin Statutes 185.01
- Cooperative: means an association incorporated under this chapter. See Wisconsin Statutes 185.01
- Member: means a person who has been qualified and accepted for membership in an association. See Wisconsin Statutes 185.01
- members: as used in this chapter with respect to the right of a member to vote, voting procedure, the required proportion of member votes, actions that must or may be taken by members, the number of members required for a quorum and the eligibility of directors, means a member or members entitled to vote, unless the bylaws provide otherwise. See Wisconsin Statutes 185.01
- Membership stock: means any class of stock, continuous ownership of which is required for membership in a cooperative. See Wisconsin Statutes 185.01
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
- Property: includes real and personal property. See Wisconsin Statutes 990.01
- State: when applied to states of the United States, includes the District of Columbia, the commonwealth of Puerto Rico and the several territories organized by Congress. See Wisconsin Statutes 990.01
(1) A cooperative may be organized with or without capital stock.
(2) A cooperative organized with capital stock may issue the amount of stock stated in its articles. Such stock may be divided into 2 or more classes with such designations, preferences, limitations, and relative rights as shall be stated in the articles, except that:
(b) Stock without par value shall not be authorized or issued;
(3)
(a) The articles may require that members own one or more shares of membership stock. Such stock shall be issued or transferred only to a person eligible to become a member, and only when such person satisfies other requisites for membership.
(b) Unless restricted by the articles, stock other than membership stock may be issued or transferred to any person.
(4) Each certificate for stock shall bear the manual or facsimile signature of a principal officer and shall state:
(a) The name of the cooperative, the number, par value and class of the shares represented by the certificate, and whether or not it is membership stock.
(b) Any restrictions on the issuance or transfer of such stock, including those provided in sub. (3) (a);
(c) If more than one class of stock is authorized, the designation of the several classes, and their respective preferences, limitations and relative rights. In lieu of the full statement, this information may be given in summary form, or the certificate may state that the cooperative will, upon request, furnish the information required by this subsection.
(5) No stock certificate may be issued except upon payment of the par value of the stock it represents. Payment for stock may be in cash or other property. If in other property, the value thereof shall be determined by the board and such determination, if made in good faith, shall be conclusive.
(6) Unless the articles provide otherwise, a cooperative may acquire, recall, exchange, redeem, and reissue its own stock. Provisions in the articles and on the stock certificate may reserve to the cooperative a prior right to acquire any stock offered for sale, or a right to recall the stock of any stockholder, or both of said rights. The consideration paid for stock recalled by the cooperative shall be its par value and accrued unpaid dividends, provided that if the book value of such stock is less than the par value, the consideration shall be such book value. The cooperative may set off obligations of the stockholder to it. If the remaining assets would be less than the aggregate amount payable to creditors and persons holding stock with preferential rights upon liquidation, no stock shall be acquired, recalled, exchanged or redeemed for a consideration other than stock or certificates of equity interest of equal or subordinate rank.
(7) When stock is acquired, recalled, exchanged, or redeemed by the cooperative, such stock is restored to the status of authorized but unissued stock.
(8) Stockholders as such have no preemptive right to purchase additional stock.