193.241 Bylaws.

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193.241 Bylaws.

(1)Required. A cooperative shall have bylaws governing the cooperative’s business affairs and structure, the qualifications, classification, rights, and obligations of members, and the classifications, allocations, and distributions of membership interests which are not otherwise provided in the articles or by this chapter.

(2)Contents. The bylaws may contain any provision relating to the management or regulation of the affairs of the cooperative that is not inconsistent with applicable law or the articles and, if not stated in the articles, the bylaws shall include all of the following:

(a)A description of the capital structure of the cooperative, including a statement of the classes and relative rights, preferences, and restrictions granted to or imposed upon each class of member interests, the rights to share in profits or distributions of the cooperative, and the authority to issue member interests and, if applicable, a statement that the board may establish a class or series of member interests, set forth the designation of the class or series, and fix the relative rights and preferences of the class or series.

(b)A provision designating voting and governance rights, including which membership interests have voting power and any limitations or restrictions on the voting power, which shall be in accordance with the provisions of this chapter.

(c)A statement that patron membership interests with voting power are restricted to one vote for each member regardless of the amount of patron membership interests held in the affairs of the cooperative or a statement describing the allocation of voting power as prescribed in this chapter.

(d)A statement that membership interests held by a member are transferable only with the approval of the board or a statement otherwise describing the manner in which membership interests may be transferred consistent with this chapter.

(e)If nonpatron membership interests are authorized, a statement as to how profits and losses will be allocated and cash will be distributed between patron membership interests collectively and nonpatron membership interests collectively, a statement that net income allocated to patron membership interests as determined by the board in excess of dividends and additions to reserves shall be distributed on the basis of patronage, and a statement that the records of the cooperative shall include the interests of patron membership interests and, if authorized, nonpatron membership interests in any classes of interests and in the reserves.

(f)A statement of the number of directors; the qualifications, manner of election, powers, and duties of directors; and the manner in which any compensation of directors is determined. Provisions included in the bylaws under this paragraph shall be consistent with subch. IV .