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LRB-3218/1
ARG:kjf
2017 - 2018 LEGISLATURE
May 31, 2017 - Introduced by Representatives Jarchow, Ballweg, R. Brooks,
Doyle, Gannon, Horlacher, Katsma, Kerkman, Kooyenga, Krug, Kuglitsch,
Kulp, Macco, Murphy, Ripp, Rohrkaste, Sanfelippo, Spiros, Steffen, Tusler
and Zepnick, cosponsored by Senators Kapenga, Craig, Feyen, LeMahieu,
Nass, Stroebel, Testin and Wanggaard. Referred to Committee on Financial
Institutions.
AB357,1,5 1An Act to renumber and amend 180.0701 (2), 180.0702 (3) and 180.0720 (2);
2to amend 180.0703 (2) (intro.), 180.0705 (1), 180.0705 (4) (a), 180.0706 (2)
3(intro.), 180.0720 (3) and 180.0720 (4); and to create 180.0701 (2) (b), 180.0702
4(3) (b) and 180.0709 of the statutes; relating to: shareholders' meetings of
5business corporations.
Analysis by the Legislative Reference Bureau
This bill allows shareholders of a business corporation to participate in
shareholders' meetings by means of remote communication, without being
physically present at the meeting.
Under current law, with an exception, a corporation must hold an annual
meeting of shareholders at a time and place stated in or fixed in accordance with its
bylaws. If no place is so stated, the annual meeting is held at the corporation's
principal office. A corporation may also hold special shareholders' meetings at the
place stated in or fixed in accordance with its bylaws or, if none, at the corporation's
principal office. Before a shareholders' meeting, a corporation must prepare a list
of the names of all its shareholders entitled to notice of the meeting. The corporation
must make this list available for inspection by any shareholder, for a certain period,
at the corporation's principal office or at a place identified in the meeting notice in
the city where the meeting will be held. The corporation must also make the list
available for shareholder inspection during the meeting.
Under this bill, a corporation's board of directors may allow shareholders not
physically present at a shareholders' meeting to participate in the meeting by means

of remote communication and to be considered to be present in person and to vote at
the meeting, if the corporation 1) has implemented reasonable measures to verify
that each person considered to be present and permitted to vote at the meeting by
means of remote communication is a shareholder; 2) has implemented reasonable
measures to provide shareholders a reasonable opportunity to participate in the
meeting and to vote on matters submitted to the shareholders, including an
opportunity to read or hear the proceedings of the meeting concurrently with the
proceedings; and 3) maintains a record of voting or action by shareholders by means
of remote communication. These provisions also apply to proxies of shareholders.
A corporation's bylaws may allow the board of directors to determine that
shareholders' meetings are held solely by means of remote communication, and the
provisions described above apply regardless of whether the meeting is held at a
designated place or solely by means of remote communication. If the board of
directors has allowed participation by means of remote communication, the
corporation's notice to shareholders of the shareholders' meeting must describe the
means of remote communication to be used.
The bill also allows a corporation to make its shareholders' list available on a
reasonably accessible electronic network, instead of making it available at the
corporation's principal office or at a place identified in the meeting notice. If the
corporation elects to make its shareholders list available on a reasonably accessible
electronic network, the information required to gain access to the list must be
provided with the meeting notice. If a shareholders' meeting is held solely by means
of remote communication, the shareholders' list must be available on a reasonably
accessible electronic network during the meeting.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
AB357,1 1Section 1. 180.0701 (2) of the statutes is renumbered 180.0701 (2) (a) and
2amended to read:
AB357,2,73 180.0701 (2) (a) A Subject to par. (b), a corporation may hold the annual
4shareholders' meeting in or outside this state at the place stated in or fixed in
5accordance with the bylaws. If Subject to par. (b), if no place is stated in or fixed in
6accordance with the bylaws, the corporation shall hold the annual meeting at its
7principal office.
AB357,2 8Section 2. 180.0701 (2) (b) of the statutes is created to read:
AB357,3,4
1180.0701 (2) (b) A corporation's bylaws may authorize the board of directors,
2in its sole discretion, to determine that the annual shareholders' meeting shall not
3be held at any place, but may instead be held solely by means of remote
4communication as authorized under s. 180.0709.
AB357,3 5Section 3. 180.0702 (3) of the statutes is renumbered 180.0702 (3) (a) and
6amended to read:
AB357,3,117 180.0702 (3) (a) A Subject to par. (b), a corporation may hold a special
8shareholders' meeting in or outside this state at the place stated in or fixed in
9accordance with the bylaws. If Subject to par. (b), if no place is stated in or fixed in
10accordance with the bylaws, the corporation shall hold a special meeting at its
11principal office.
AB357,4 12Section 4. 180.0702 (3) (b) of the statutes is created to read:
AB357,3,1613 180.0702 (3) (b) A corporation's bylaws may authorize the board of directors,
14in its sole discretion, to determine that a special shareholders' meeting shall not be
15held at any place, but may instead be held solely by means of remote communication
16as authorized under s. 180.0709.
AB357,5 17Section 5. 180.0703 (2) (intro.) of the statutes is amended to read:
AB357,3,2218 180.0703 (2) (intro.) The court may fix the time and place of the meeting or
19determine that the meeting shall be held solely by means of remote communication
20as authorized under s. 180.0709
and require that it the meeting be called and
21conducted in accordance with the corporation's articles of incorporation and bylaws
22in so far as possible, except that the court may do all of the following:
AB357,6 23Section 6. 180.0705 (1) of the statutes is amended to read:
AB357,4,724 180.0705 (1) A corporation shall notify shareholders of the date, time, and
25place, if any, of each annual and special shareholders' meeting not less than 10 days

1nor more than 60 days before the meeting date, unless a different time is provided
2by this chapter, the articles of incorporation, or the bylaws. If the board of directors
3has authorized participation by means of remote communication under s. 180.0709,
4the notice shall also describe the means of remote communication to be used.
The
5notice shall comply with s. 180.0141. Unless this chapter or the articles of
6incorporation require otherwise, the corporation is required to give notice only to
7shareholders entitled to vote at the meeting.
AB357,7 8Section 7. 180.0705 (4) (a) of the statutes is amended to read:
AB357,4,149 180.0705 (4) (a) Unless the bylaws require otherwise and except as provided
10in par. (b), if an annual or special shareholders' meeting is adjourned to a different
11date, time, or place or will be held by a new means of remote communication, the
12corporation is not required to give notice of the new date, time or, place, or means of
13remote communication
if the new date, time or , place, or means of remote
14communication
is announced at the meeting before adjournment.
AB357,8 15Section 8. 180.0706 (2) (intro.) of the statutes is amended to read:
AB357,4,1716 180.0706 (2) (intro.) A shareholder's attendance at a meeting, whether
17physical or remote,
in person or by proxy, waives objection to all of the following:
AB357,9 18Section 9. 180.0709 of the statutes is created to read:
AB357,4,23 19180.0709 Remote participation in shareholders' meeting. (1) If
20authorized by the board of directors in its sole discretion, and subject to sub. (2) and
21to any guidelines and procedures adopted by the board of directors, shareholders and
22proxies of shareholders not physically present at a meeting of shareholders may
23participate in the meeting by means of remote communication.
AB357,5,4 24(2) If shareholders and proxies of shareholders participate in a meeting of
25shareholders by means of remote communication as provided in sub. (1), the

1participating shareholders and proxies of shareholders are deemed to be present in
2person and to vote at the meeting of shareholders, whether the meeting is held at a
3designated place or solely by means of remote communication, if all of the following
4apply:
AB357,5,75 (a) The corporation has implemented reasonable measures to verify that each
6person deemed present and permitted to vote at the meeting by means of remote
7communication is a shareholder or proxy of a shareholder.
AB357,5,128 (b) The corporation has implemented reasonable measures to provide
9shareholders and proxies of shareholders a reasonable opportunity to participate in
10the meeting and to vote on matters submitted to the shareholders, including an
11opportunity to read or hear the proceedings of the meeting concurrently with the
12proceedings.
AB357,5,1513 (c) The corporation maintains a record of voting or action by any shareholder
14or proxy of a shareholder that votes or takes other action at the meeting by means
15of remote communication.
AB357,10 16Section 10. 180.0720 (2) of the statutes is renumbered 180.0720 (2) (a) and
17amended to read:
AB357,5,2418 180.0720 (2) (a) The corporation shall make the shareholders' list available for
19inspection by any shareholder, beginning 2 business days after notice of the meeting
20is given for which the list was prepared and continuing to the date of the meeting,.
21The list shall be made available at the corporation's principal office or, at a place
22identified in the meeting notice in the city where the meeting will be held, or on a
23reasonably accessible electronic network if the information required to gain access
24to the list is provided with the notice of the meeting
.
AB357,6,6
1(b) A shareholder or his or her agent or attorney may, on written demand,
2inspect and, subject to s. 180.1602 (2) (b) 3. to 5., copy the list, during regular business
3hours and at his or her expense, during the period that it is available for inspection
4under this subsection par. (a). If the corporation determines that the list will be made
5available on an electronic network, the corporation may take reasonable steps to
6ensure that such information is available only to shareholders of the corporation
.
AB357,11 7Section 11. 180.0720 (3) of the statutes is amended to read:
AB357,6,148 180.0720 (3) The corporation shall make the shareholders' list available at the
9meeting, and any shareholder or his or her agent or attorney may inspect the list at
10any time during the meeting or any adjournment. If the meeting is held solely by
11means of remote communication, the list shall be open to the examination of any
12shareholder during the entire time of the meeting on a reasonably accessible
13electronic network, and the information required to access the list shall be provided
14with the notice of the meeting.
AB357,12 15Section 12. 180.0720 (4) of the statutes is amended to read:
AB357,6,2316 180.0720 (4) If the corporation refuses to allow a shareholder or his or her agent
17or attorney to inspect the shareholders' list before or at the meeting, or to copy the
18list as permitted by sub. (2) (b), on petition of the shareholder, the circuit court for
19the county where the corporation's principal office or, if none in this state, its
20registered office is located may, after notice to the corporation and an opportunity to
21be heard, order the inspection or copying at the corporation's expense. The court may
22also postpone the meeting for which the list was prepared until the inspection or
23copying is complete.
AB357,6,2424 (End)
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