Chapter 181, NONSTOCK CORPORATIONS

196 sections in this chapter.

196 sectionsFiltered byCh 181

Wis. Stat. § 181.0670 Limited liability of volunteers
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181.0670 Limited liability of volunteers. (1) DEFINITION. In this section, “volunteer” means an individual, other than an employee of the corporation, who provides services to or on behalf of the corporation without compensation. (2) LIMITED LIABILITY. Except as provided in sub. …
Wis. Stat. § 181.0701 Annual and regular meetings
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181.0701 Annual and regular meetings. (1) ANNUAL MEETINGS. A corporation with members shall hold annual meetings of members at a time stated in or fixed in accordance with the bylaws. (2) MEMBERSHIP MEETINGS. A corporation with members may hold regular membership meetings at the …
Wis. Stat. § 181.0702 Special meeting
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181.0702 Special meeting. (1) WHEN HELD. A corporation with members shall hold a special meeting of members if any of the following occurs: (a) A special meeting is called by the board or any person authorized by the articles of incorporation or bylaws to call a special meeting. …
Wis. Stat. § 181.0704 Action by written consent
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181.0704 Action by written consent. (1m) DEFINITIONS. In this section: (a) “In writing” or “written” includes a communication that is transmitted or received by electronic means. (b) “Sign” includes executing an electronic signature. (1r) WHEN PERMITTED. Unless limited or otherwi…
Wis. Stat. § 181.0705 Notice of meeting
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181.0705 Notice of meeting. (1) WHEN REQUIRED. A corporation shall give notice of meetings of members as provided in its bylaws or, if the bylaws are silent, in a manner that is fair and reasonable. (2) IN GENERAL. Any notice that conforms to the requirements of sub. (3) is fair …
Wis. Stat. § 181.0706 Waiver of notice
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181.0706 Waiver of notice. (1) WAIVER REQUIREMENTS. A member 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. The waiver must be in writing, be signed by the member entitled to the noti…
Wis. Stat. § 181.0707 Record date; determining members entitled to notice and vote
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181.0707 Record date; determining members entitled to notice and vote. (1) RECORD DATE FOR NOTICE. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members’ meeting. If the bylaws do …
Wis. Stat. § 181.0708 Action by written ballot
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181.0708 Action by written ballot. (1m) DEFINITION. In this section, “written ballot” includes a ballot transmitted or received by electronic means. (1r) WHEN PERMITTED. If permitted by the articles of incorporation or bylaws, any action that may be taken at an annual, regular or…
Wis. Stat. § 181.0720 Members’ list for meeting
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181.0720 Members’ list for meeting. (1) LIST OF MEMBERS. After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all of its members who are entitled to notice of the meeting. The list must show the address and number …
Wis. Stat. § 181.0721 Voting entitlement generally
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181.0721 Voting entitlement generally. (1) IN GENERAL. Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members. (2) MEMBERSHIP IN THE NAME OF MULTIPLE PERSONS. Unless the articles of incorporatio…
Wis. Stat. § 181.0722 Quorum requirements
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181.0722 Quorum requirements. (1) IN GENERAL. Unless this chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that mat…
Wis. Stat. § 181.0723 Voting requirements
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181.0723 Voting requirements. (1) IN GENERAL. A majority of the votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a great…
Wis. Stat. § 181.0724 Proxies
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181.0724 Proxies. (1) RIGHT TO VOTE BY PROXY. Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact. (2) WHEN E…
Wis. Stat. § 181.0725 Cumulative voting for directors
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181.0725 Cumulative voting for directors. (1) IN GENERAL. If the articles of incorporation or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are ent…
Wis. Stat. § 181.0726 Other methods of electing directors
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181.0726 Other methods of electing directors. A corporation may provide in its articles of incorporation or bylaws for election of directors by members or delegates on the basis of chapter or other organizational unit; by region or other geographic unit; by preferential voting; o…
Wis. Stat. § 181.0727 Acceptance of instruments showing member action
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181.0727 Acceptance of instruments showing member action. (1) WHEN NAME CORRESPONDS TO MEMBER. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent,…
Wis. Stat. § 181.0730 Voting agreements
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181.0730 Voting agreements. (1) PERMISSIBLE AGREEMENTS. Unless prohibited by a corporation’s articles of incorporation or bylaws, two or more members may provide for the manner in which they will vote by signing an agreement for that purpose. (2) ENFORCEABILITY. A voting agreemen…
Wis. Stat. § 181.0735 Voting power
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181.0735 Voting power. Voting power is determined by taking the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has …
Wis. Stat. § 181.0740 Derivative proceedings; definition
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181.0740 Derivative proceedings; definition. In ss. 181.0740 to 181.0747, “derivative proceeding” means a civil suit in the right of a corporation or, to the extent provided in ss. 181.0741, 181.0743 and 181.0745 to 181.0747, in the right of a foreign corporation. History: 1997 a…
Wis. Stat. § 181.0741 Derivative proceedings; standing
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181.0741 Derivative proceedings; standing. A derivative proceeding may be brought in the right of a corporation or foreign corporation to procure a judgment in its favor by one or more members having 5 percent or more of the voting power or by 50 members, whichever is less, if ea…
Wis. Stat. § 181.0742 Derivative proceedings; demand
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181.0742 Derivative proceedings; demand. No member may commence a derivative proceeding until all of the following occur: (1) WRITTEN DEMAND. A written demand is made upon the corporation to take suitable action. (2) EXPIRATION OF 90-DAY PERIOD. Ninety days expire from the date o…
Wis. Stat. § 181.0743 Derivative proceedings; stay of proceedings
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181.0743 Derivative proceedings; stay of proceedings. If the corporation or foreign corporation commences an inquiry into the allegations made in the demand under s. 181.0742 (1) or in the complaint, the court may stay any derivative proceeding for the period that the court consi…
Wis. Stat. § 181.0744 Derivative proceedings; dismissal
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181.0744 Derivative proceedings; dismissal. (1) WHEN DISMISSAL REQUIRED. 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…
Wis. Stat. § 181.0745 Derivative proceedings; discontinuance or settlement
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181.0745 Derivative proceedings; discontinuance or settlement. A derivative proceeding may not be discontinued or settled without the court’s approval. History: 1997 a. 79.
Wis. Stat. § 181.0746 Derivative proceedings; payment of expenses
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181.0746 Derivative proceedings; payment of expenses. (1) AUTHORITY OF COURT. On termination of the derivative proceeding, the court may do any of the following: (a) Notwithstanding s. 814.04 (1), order the domestic corporation or foreign corporation to pay the plaintiff’s reason…
Wis. Stat. § 181.0747 Derivative proceedings; applicability
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181.0747 Derivative proceedings; applicability. (1) TO FOREIGN CORPORATIONS. In any derivative proceeding in the right of a foreign corporation, the matters covered by ss. 181.0741, 181.0742 and 181.0744 shall be governed by the laws of the jurisdiction of incorporation of the fo…
Wis. Stat. § 181.0801 Requirement for and duties of board
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181.0801 Requirement for and duties of board. (1) BOARD REQUIRED. A corporation shall have a board. (2) POWERS OF BOARD. Except as provided in this chapter or sub. (3), all corporate powers shall be exercised by or under the authority of, and the affairs of the corporation manage…
Wis. Stat. § 181.0802 Qualifications of directors
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181.0802 Qualifications of directors. A director shall be an individual. The articles of incorporation or bylaws may prescribe other qualifications for directors. A director need not be a resident of this state or a member of the corporation unless the articles of incorporation o…
Wis. Stat. § 181.0803 Number of directors
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181.0803 Number of directors. (1) MINIMUM NUMBER. A board shall consist of 3 or more individuals, with the number specified in or fixed in accordance with the articles of incorporation or bylaws. (2) CHANGES IN BOARD SIZE. The number of directors may be increased or, subject to s…
Wis. Stat. § 181.0804 Election, designation and appointment of directors
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181.0804 Election, designation and appointment of directors. (1) CORPORATION WITH MEMBERS. If the corporation has members, all of the directors except the initial directors shall be elected at the first annual meeting of members, and at each annual meeting thereafter, unless the …
Wis. Stat. § 181.0805 Terms of directors generally
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181.0805 Terms of directors generally. (1) IN GENERAL. The articles of incorporation or bylaws shall specify the term of a director. In the absence of any term specified in the articles of incorporation or bylaws, the term of a director shall be one year. Directors may be elected…
Wis. Stat. § 181.0806 Staggered terms for directors
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181.0806 Staggered terms for directors. Directors may be divided into classes and the terms of office of the several classes need not be uniform. History: 1997 a. 79.
Wis. Stat. § 181.0807 Resignation of directors
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181.0807 Resignation of directors. (1) NOTICE. A director may resign at any time by delivering written notice to the presiding officer of the board or to the president or secretary. (2) WHEN EFFECTIVE. A resignation is effective when the notice is received unless the notice speci…
Wis. Stat. § 181.0808 Removal of directors elected by members or directors
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181.0808 Removal of directors elected by members or directors. Except as otherwise provided in the articles of incorporation or bylaws of a corporation, all of the following apply: (1) REMOVAL IN GENERAL. The members may remove, with or without cause, one or more directors electe…
Wis. Stat. § 181.0809 Removal of designated or appointed directors
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181.0809 Removal of designated or appointed directors. (1) DESIGNATED DIRECTORS. A designated director may be removed by an amendment to the articles of incorporation or bylaws deleting or changing the designation. The removal shall be effective on the effective date of the amend…
Wis. Stat. § 181.0810 Removal of directors by judicial proceeding
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181.0810 Removal of directors by judicial proceeding. (1) GROUNDS FOR REMOVAL. The circuit court for the county where a corporation’s principal office is located may remove a director of the corporation from office in a proceeding commenced either by the corporation or by its mem…
Wis. Stat. § 181.0811 Vacancies
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181.0811 Vacancies. (1) FILLING OF VACANCIES. Unless otherwise provided in the articles of incorporation or bylaws, any vacancy occurring on the board, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election b…
Wis. Stat. § 181.0820 Regular and special meetings
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181.0820 Regular and special meetings. (1) IN GENERAL. If the time and place of a board meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings. (2) LOCATION. A board may hold regular or special meetings in or outside…
Wis. Stat. § 181.0821 Action without meeting
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181.0821 Action without meeting. (1m) DEFINITIONS. In this section: (a) “In writing” or “written” includes a communication that is transmitted or received by electronic means. (b) “Sign” includes executing an electronic signature. (1r) METHOD. An action required or permitted to b…
Wis. Stat. § 181.0822 Call and notice of meetings
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181.0822 Call and notice of meetings. (1) REGULAR MEETINGS. Unless the articles of incorporation, bylaws or sub. (3) provides otherwise, regular meetings of the board may be held without notice. (2) SPECIAL MEETINGS. Unless the articles of incorporation, bylaws or sub. (3) provid…
Wis. Stat. § 181.0823 Waiver of notice
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181.0823 Waiver of notice. (1) WRITTEN WAIVERS. A director may waive any notice required by this chapter, the articles of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided in sub. (2), the waiver must be in writing, signed by t…
Wis. Stat. § 181.0824 Quorum and voting
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181.0824 Quorum and voting. (1) QUORUM. Except as otherwise provided in this chapter, the articles of incorporation or the bylaws, a quorum of a board consists of a majority of the directors in office immediately before a meeting begins. (2) VOTING. If a quorum is present when a …
Wis. Stat. § 181.0825 Committees of the board
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181.0825 Committees of the board. If the articles of incorporation or bylaws so provide, the board may adopt a resolution designating one or more committees. Each committee shall consist of 3 or more directors elected by the board of directors. To the extent provided by the resol…
Wis. Stat. § 181.0831 Director conflict of interest
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181.0831 Director conflict of interest. (1) WHEN CONTRACT OR TRANSACTION IS NOT VOID OR VOIDABLE. No contract or other transaction between a corporation and a director, or any entity in which a director is a director or officer or has a material financial interest, is void or voi…
Wis. Stat. § 181.0832 Loans to directors and officers
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181.0832 Loans to directors and officers. 181.0832(1)(1) Requirements for loan or guarantee. Except as provided in sub. (3), a corporation may not lend money to or guarantee the obligation of a director or officer of the corporation unless any of the following occurs: 181.0832(1)…
Wis. Stat. § 181.0833 Liability for unlawful distributions
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181.0833 Liability for unlawful distributions. (1) WHEN LIABLE. Except as provided in sub. (3), a director who votes for or assents to a distribution made in violation of subch. XIII or the articles of incorporation is personally liable to the corporation for the amount of the di…
Wis. Stat. § 181.0840 Officers
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181.0840 Officers. (1) PRINCIPAL OFFICERS. Unless otherwise provided in the articles of incorporation or bylaws, a corporation shall have a president, a secretary, a treasurer and such other officers as are appointed by the board. (2) ASSISTANT OFFICERS. A duly appointed officer …
Wis. Stat. § 181.0841 Duties and authority of officers and agents
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181.0841 Duties and authority of officers and agents. Each officer or agent has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties and authority prescribed in a resolution of the board or by direction of an …
Wis. Stat. § 181.0843 Resignation and removal of officers
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181.0843 Resignation and removal of officers. (1) RESIGNATION. An officer may resign at any time by delivering notice to the corporation that complies with s. 181.0141. The resignation is effective when the notice is delivered, unless the notice specifies a later effective date a…
Wis. Stat. § 181.0844 Contract rights of officers
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181.0844 Contract rights of officers. (1) EFFECT OF APPOINTMENT. The appointment of an officer does not itself create contract rights. (2) EFFECT OF REMOVAL OR RESIGNATION. Except as provided in s. 181.0843 (2), an officer’s resignation or removal is subject to any remedies provi…