Chapter 180, BUSINESS CORPORATIONS

180.0631 Corporation’s acquisition of its own shares. (1) Treasury shares shall be considered issued shares but not outstanding shares. (2) A corporation may acquire its own shares and all shares so acquired after December 31, 1990, constitute treasury shares unless any of the fo…

180.0640 Distributions to shareholders. (1) The board of directors may authorize and the corporation may make distributions to its shareholders, subject to sub. (3) and any restriction by the articles of incorporation. (2) The record date for determining shareholders entitled to …

180.0701 Annual meeting. (1) Except as provided in sub. (4), a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (2) (a) Subject to par. (b), a corporation may hold the annual shareholders’ meeting in or outside …

180.0702 Special meeting. (1) A corporation shall hold a special meeting of shareholders if any of the following occurs: (a) A special meeting is called by the board of directors or any person authorized by the articles of incorporation or bylaws to call a special meeting. (b) Th…

180.0703 Court-ordered meeting. (1) The circuit court for the county where a corporation’s principal office or, if none in this state, its registered office is located may, after notice to the corporation and an opportunity to be heard, order a meeting to be held on petition of a…

180.0704 Action without meeting. (1) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting in any of the following ways: (a) Without action by the board of directors, by all shareholders entitled to vote on the action. …

180.0705 Notice of meeting. (1) A corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders’ meeting not less than 10 days nor more than 60 days before the meeting date, unless a different time is provided by this chapter,…

180.0706 Waiver of and exemption from notice. (1) A shareholder may waive any notice required by this chapter, the articles of incorporation or the bylaws at any time. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same informatio…

180.0707 Record date. (1) The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to vote or to take any ot…

180.0708 Conduct of meeting. Unless the articles of incorporation or bylaws provide otherwise, every meeting of the shareholders shall be conducted as follows: (1) A chairperson shall preside over the meeting. The chairperson shall be appointed by the board of directors. (2) The …

180.0709 Remote participation in shareholders’ meeting. (1) If authorized by the board of directors in its sole discretion, and subject to sub. (2) and to any guidelines and procedures adopted by the board of directors, shareholders and proxies of shareholders not physically pres…

180.0720 Shareholders’ list for meeting. (1) After fixing a record date for a meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list shall be arranged by class or series of shares and show t…

180.0721 Voting entitlement of shares. (1) Except as provided in subs. (2) and (4) and s. 180.1150, or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders’ meeting. …

180.0722 Proxies. (1) A shareholder may vote his or her shares in person or by proxy. (2) (a) A shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent in writing to any corporate action without a meeting of shareholders, may authorize another …

180.0723 Shares held by nominees. (1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedur…

180.0724 Acceptance of instruments showing shareholder action. (1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and …

180.0725 Quorum and voting requirements for voting groups. (1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation, bylaws adopted und…

180.0726 Action by single and multiple voting groups. (1) If the articles of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is taken when voted upon by the voting group as provided in s. 180.0725. (2) If the articles …

180.0727 Greater or lower quorum or greater voting requirements. (1) The articles of incorporation may provide, or authorize the bylaws under s. 180.1021 to provide, for a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of sha…

180.0728 Voting for directors; cumulative voting. (1) Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. In this subsection, “…

180.0730 Voting trusts. (1) One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust and transferring their shares to the trustee. The voting trust agre…

180.0731 Voting agreements. (1) Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to s. 180.0730. (2) A voting agreement created under thi…

180.0740 Definitions applicable to ss. 180.0740 to 180.0747. In ss. 180.0740 to 180.0747: (1) “Beneficial owner” means a person whose shares are held in a voting trust or held by a nominee on the person’s behalf. (2) “Derivative proceeding” means a civil suit in the right of a do…

180.0741 Standing. A shareholder or beneficial owner may not commence or maintain a derivative proceeding unless the shareholder or beneficial owner satisfies all of the following: (1) Was a shareholder or beneficial owner of the corporation at the time of the act or omission com…

180.0742 Demand. No shareholder or beneficial owner may commence a derivative proceeding until all of the following occur: 180.0742(1)(1) A written demand is made upon the corporation to take suitable action. 180.0742(2)(2) Ninety days expire from the date on which the demand was…

180.0743 Stay of proceedings. If the domestic corporation or foreign corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for the period that the court considers appropriate. History: 1989 a. 303; 1991…

180.0744 Dismissal. (1) The court shall dismiss a derivative proceeding on motion by the corporation if the court finds, subject to the burden of proof assigned under sub. (5) or (6), that one of the groups specified in sub. (2) or (6) has determined, acting in good faith after c…

180.0745 Discontinuance or settlement. A derivative proceeding may not be discontinued or settled without the court’s approval. If the court determines that a proposed discontinuance or settlement will substantially affect the interests of the beneficial owners, the shareholders …

180.0746 Payment of expenses. On termination of the derivative proceeding, the court may do any of the following: (1) Notwithstanding s. 814.04 (1), order the domestic corporation or foreign corporation to pay the plaintiff’s reasonable expenses, including attorney fees, incurred…

180.0747 Applicability to foreign corporations. In any derivative proceeding in the right of a foreign corporation, the matters covered by ss. 180.0741, 180.0742 and 180.0744 shall be governed by the laws of the jurisdiction of incorporation of the foreign corporation. History: 1…

180.0801 Requirement for and duties of board of directors. (1) Except as provided in s. 180.1821, a corporation shall have a board of directors. (2) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under…

180.0802 Qualifications of directors. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe. History: 1989…

180.0803 Number and election of directors. (1) A board of directors shall consist of one or more natural persons, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

180.0804 Election of directors by certain classes of shareholders. If the articles of incorporation authorize dividing the shares into classes, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more au…

180.0805 Terms of directors generally. (1) The terms of the directors of a corporation, including the initial directors, expire at the next annual shareholders’ meeting unless their terms are staggered under s. 180.0806. (2) A decrease in the number of directors may not shorten a…

180.0806 Staggered terms of directors. The articles of incorporation or the bylaws, if the articles of incorporation so provide, may provide for staggering the terms of the directors by dividing the total number of directors into 2 or 3 groups. In that event, the terms of directo…

180.0807 Resignation of directors. (1) A director may resign at any time by delivering written notice that complies with s. 180.0141 to the board of directors, to the chairperson of the board of directors or to the corporation. (2) A resignation is effective when the notice is de…

180.0808 Removal of directors by shareholders. (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation or bylaws provide that directors may be removed only for cause. (2) If a director is elected by a voting group of shareh…

180.0809 Removal of directors by judicial proceeding. (1) The circuit court for the county where a corporation’s principal office or, if none in this state, its registered office is located may remove a director of the corporation from office in a proceeding brought either by the…

180.0810 Vacancy on board. (1) Unless the articles of incorporation provide otherwise, and except as provided in sub. (2), if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by any of…

180.0811 Compensation of directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors, irrespective of any personal interest of any of its members, may fix the compensation of directors. History: 1989 a. 303.

180.0820 Meetings. (1) The board of directors may hold regular or special meetings in or outside this state. (2) (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special mee…

180.0821 Action without meeting. (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The …

180.0822 Notice of meeting. (1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. (2) Except as provided in s. 180.0303 (3), and unless the ar…

180.0823 Waiver of notice. (1) A director may waive any notice required by this chapter, the articles of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by sub. (2), the waiver shall be in writing, signed by the director entitled…

180.0824 Quorum and voting. (1) (a) Unless the articles of incorporation or bylaws require a greater or, under sub. (2), a lesser number, and except as provided in ss. 180.0303 (3) (b) and 180.0831 (4), a quorum of a board of directors shall consist of a majority of the number of…

180.0825 Committees. (1) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of directors to serve a…

180.0826 Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the corporation, may rely on information, opinions, reports or statements, valuation reports any of…

180.0827 Consideration of interests in addition to shareholders’ interests. In discharging his or her duties to the corporation and in determining what he or she believes to be in the best interests of the corporation, a director or officer may, in addition to considering the eff…

180.0828 Limited liability of directors. (1) Except as provided in sub. (2), a director is not liable to the corporation, its shareholders, or any person asserting rights on behalf of the corporation or its shareholders, for damages, settlements, fees, fines, penalties or other m…