University of Wisconsin Center for Cooperatives
Cooperatives: A Tool for Community Economic Development 

APPENDIX D

WISCONSIN ARTICLES OF INCORPORATION
 
 
These are the Articles of Incorporation for Wisconsin cooperatives.
 

ARTICLES OF INCORPORATION
FOR A COOPERATIVE

1. Name of Cooperative : __________________________________________

2. Its term of existence shall be (  ) perpetual OR  (  ) ____________________

3. The cooperative is organized to engage in any lawful activity within the purposes for which a cooperative association may be organized under Ch. 185 of the Wisconsin Statutes.

4. The cooperative is organized:

    (  ) without capital stock.
    OR
    (  ) with capital stock.
5. OPTIONAL (See instructions)
The cooperative is authorized to issue _____________ shares of capital stock of the following description:
Number of Shares Class Par Value Rights and Preferneces 
(See instructions)
 
 
 
 

6. The class of members are:

    (  ) all of a single class
    OR
    (  ) designed by the following classes:
7. The number of directors constituting the board of directors:
    (  ) shall be fixed by by-law.
    OR
    (  ) shall be ____________.
8. Upon liquidation, the cooperative's assets shall be distributed on the following basis:
 
 
 
 
 
 
 
 

9. OPTIONAL (Delete this Article if not applicable)
Pursuant to the restriction set forth in sec. 185.033 of the Wisconsin Statutes, no changes may be made to the foregoing baiss for distribution of assets upon liquidate of the cooperative.

10. The address of the principal office of the cooperative is:

_____________________________________________________________
(Complete address, including street name and number, city, town or village, county and ZIP code)

_____________________________________________________________

Optional (If the cooperative wishes to designate an individual as its registered agent.)
The registered agent of the cooperative is ____________________________.
The agent's address is the same as the principal office of the cooperative.

11. Executed on _______________, 19____ by the undersigned incorporators, who will act as the temporary board of directors. (At least five incorporators are required)
Signature Printed Name Complete Mailing Address
1)__________________ 
2)__________________ 
3)__________________ 
4)__________________ 
5)__________________ 
6)__________________ 
7)__________________
___________________ 
___________________ 
___________________ 
___________________ 
___________________ 
___________________ 
___________________
___________________ 
___________________ 
___________________ 
___________________ 
___________________ 
___________________ 
___________________
STATE OF WISCONSIN
County of _________________
Personally came before me this _______  day of ________________, 19 _____
the aforementioned incorporators
1._________________________
2._________________________
3._________________________
4._________________________
5._________________________
6._________________________
7._________________________
to me known to be the persons who executed the foregoing instrument, and acknowledged the same.
 

My commission expires ____________________

_____________________________________
                                            Notary Public
 
 
Make a legible impression of Seal or Rubber Stamp 
 
  
NOTARY SEAL
 
 
 
 
This document was drafted by
_____________________________________.
(name of individual required by law)

SEE REVERSE for Instructions, Suggestions, Filing Fees and Procedures)


ARTICLES OF INCORPORATION FOR A COOPERATIVE
(Cooperative Association, Ch. 185)
 
Please indicate where you would like the acknowledgement copy of the filed document sent. Please include complete name and mailing address.
Your phone number during the day: (____) ______ - ___________

INSTRUCI'IONS (Re£ sec. 185.05, Wis. Stats. for document content)

Submit one original ant one exact copy to Department of Financial Institutions, PO Box 7846, Madison Wl, 53707-7846. (If sent by Express or Priority US mail, address to 345 W Washington Av, 3rd Flr, Madison Wl, 53703).

Article 1. The name must include the term "cooperative" or an abbreviation thereof.

Article 4. Indicate whether the cooperative is organized with or without capital stock. If the cooperative is organized without capital stock, delete Article 5.

Article 5. If the cooperative is organized with capital stock, indicate the number and par value of each authorized class of stock. If more than one class is authorized, indicate the designations, preferences, limitations and relative rights of each class, and which classes of stock are membership stock. For each class of stock, indicate the rate of dividend, that the rate of dividend may be fixes by the board, or that no dividend will be paid. State if the dividend on any class of stock is to be cumulative. Set forth any reservation of a right to acquire or to recall any stock.

Article 6. If the cooperative will have more than one class of member, indicate their designations. The bylaws must contain designation, qualifications, requirements, method of acceptance, and incidents of membership of each class

Article 7. See. 185.31(2), Wis. Stats., provides that the cooperative shall have a board of directors of not less than 5 (3, if 50 members or less). The incorporators act as the temporary boars. Indicate the number of directors, or that the bylaws will fix the number. Cheek the box which appropriately completes the statement.

Article 8. Set forth the basis of distribution of assets of the cooperative upon liquidation. If it is desired that the basis for distribution may be changed, delete Article 9.

Article 10. The cooperative must designate either a principal office or a registered agent and agent's address. Please provide a complete address, including street name and number, city, county, and ZIP code in Wisconsin.

Article 11. The articles must be signed before a Notary Public by all of the incorporators. The number of incorporators shall be 5 or more. Notary Public must sign and affix seal to both copies, and complete their statement in the area provided. Provide the complete address for each incorporator.

If these articles are executed or acknowledged in Wisconsin, they will not be filed unless the name of the drafter (either an individual or a governmental agency) is set forth. (See. 182.01(3), Wis. Stats.)

FILING FEES
A minimum filing fee of $25.00, payable to Department of Financial Institutions, must accompany the articles. If the cooperative is organized with capital stock, provide a fee of $1.25 for each $1,000 of authorized stock, but in no case less than $25.00.

Please also provide, by separate check payable to REGISTER OF DEEDS, a fee of 518.00 for recording. If pages are added to this standard form, provide an additional $2.00 for each such additional page. This office will forward a filed copy of the articles and your check to the Register of Deeds of the county named in article 10.

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