Wisconsin Statutes 185.38 – Disposition of assets; right to secure debts
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Terms Used In Wisconsin Statutes 185.38
- 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
- Bylaws: means the bylaws of a cooperative. See Wisconsin Statutes 185.01
- Cooperative: means an association incorporated under this chapter. See Wisconsin Statutes 185.01
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- 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
- Property: includes real and personal property. See Wisconsin Statutes 990.01
(1) Except as authorized by the members, the board may not dispose of all or substantially all of a cooperative‘s assets. At any meeting the members may authorize the disposition of all or substantially all of a cooperative’s assets if:
(a) Notice that such disposition will be considered at such meeting has been given to all persons entitled to vote thereon; and
(b) Such disposition has been approved by two-thirds of those entitled to vote thereon voting at the meeting.
(1m)
(a) Except as authorized by the members, the board may not dispose of a cooperative’s assets under any of the following circumstances:
1. Other than in the ordinary course of business.
2. In a manner that jeopardizes the purpose for which the cooperative was created or its financial vitality.
(b) At any meeting the members may authorize the disposition of a cooperative’s assets under circumstances described in par. (a) if all of the following apply:
1. Notice that the disposition will be considered at the meeting has been given to all persons entitled to vote on the matter.
2. The disposition has been approved by two-thirds of those entitled to vote on the matter who vote at the meeting.
(2) Unless the bylaws provide otherwise, the board may secure payment of a cooperative’s debts by mortgaging the cooperative’s rights, privileges, authority and franchises, revenues and other property.