Chapter 180

180.0704(1) (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:

180.0704(1)(a) (a) Without action by the board of directors, by all shareholders entitled to vote on the action.

180.0704(1)(b) (b) If the articles of incorporation so provide, by shareholders who would be entitled to vote at a meeting those shares with voting power to cast not less than the minimum number or, in the case of voting by voting groups, numbers of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted, except action may not be taken under this paragraph with respect to an election of directors for which shareholders may vote cumulatively under s. 180.0728.

180.0704(2) (2) Action under sub. (1) must be evidenced by one or more written consents describing the action taken, signed by the number of shareholders necessary to take the action under sub. (1) (a) or (b) and delivered to the corporation for inclusion in the corporate records.

180.0704(3) (3) Action taken under sub. (1) is effective when consents representing the required number of shares are delivered to the corporation, unless the consent specifies a different effective date. Within 10 days after action taken under sub. (1) (b) is effective, the corporation shall give notice of the action to shareholders who, on the record date determined under sub. (4), were entitled to vote on the action but whose shares were not represented on the written consent. The notice shall comply with s. 180.0141.

180.0704(4) (4) If not otherwise fixed under s. 180.0703 (2) (b) or 180.0707, the record date for determining shareholders entitled to take action without a meeting is the date that the first shareholder signs the consent under sub. (1).

180.0704(5) (5) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

180.0704(6) (6) If this chapter requires that notice of proposed action be given to shareholders who are not entitled to vote on the action and the action is to be taken under this section, the corporation shall give those nonvoting shareholders written notice of the proposed action at least 10 days before the action becomes effective. The notice shall comply with s. 180.0141 and shall contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

180.0704(7) (7) Any person executing a consent may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and, for purposes of this section, if evidence of such instruction or provision is provided to the corporation, such later effective time shall serve as of the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.

180.0704 History History: 1989 a. 303; 2021 a. 258.

180.0705 180.0705 Notice of meeting.

180.0705(1) (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, the articles of incorporation, or the bylaws. If the board of directors has authorized participation by means of remote communication under s. 180.0709, the notice shall also describe the means of remote communication to be used. The notice shall comply with s. 180.0141. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.

180.0705(2) (2) 

180.0705(2)(a) (a) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose for which the meeting is called.

180.0705(2)(b) (b) Notice of a special meeting shall include a description of each purpose for which the meeting is called.

180.0705(3) (3) If not otherwise fixed under s. 180.0703 (2) (b) or 180.0707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the close of business on the day before the first notice is given to shareholders.

180.0705(4) (4) 

180.0705(4)(a) (a) Unless the bylaws require otherwise and except as provided in par. (b), if an annual or special shareholders’ meeting is adjourned to a different date, time, or place or will be held by a new means of remote communication, the corporation is not required to give notice of the new date, time, place, or means of remote communication if the new date, time, place, or means of remote communication is announced at the meeting before adjournment.

180.0705(4)(b) (b) If a new record date for an adjourned meeting is or must be fixed under s. 180.0707 (3), the corporation shall give notice of the adjourned meeting under this section to persons who are shareholders as of the new record date.

180.0705 History History: 1989 a. 303; 2017 a. 79.

180.0706 180.0706 Waiver of and exemption from notice.

180.0706(1) (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 information that would have been required in the notice under any applicable provisions of this chapter, except that the time and place of meeting need not be stated, and be delivered to the corporation for inclusion in the corporate records.

180.0706(2) (2) A shareholder’s attendance at a meeting, whether physical or remote, in person or by proxy, waives objection to all of the following:

180.0706(2)(a) (a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.

180.0706(2)(b) (b) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.

180.0706(3) (3) 

180.0706(3)(a) (a) Except as provided in par. (b), any notice required to be given by a corporation to a shareholder under this chapter is not required to be given if any of the following applies:

180.0706(3)(a)1. 1. Notice of 2 consecutive annual meetings, and all notices of meetings during the period between these annual meetings, have been sent to the shareholder at the shareholder’s address as shown on the records of the corporation and have been returned as undeliverable.

180.0706(3)(a)2. 2. All, but not less than 2, payments of dividends on securities during a one-year period, or 2 consecutive payments of dividends on securities during a period of more than one year, have been sent to the shareholder at the shareholder’s address as shown on the records of the corporation and have been returned as undeliverable.

180.0706(3)(b) (b) If a shareholder to whom par. (a) applies delivers to the corporation a written notice containing the shareholder’s current address, then, beginning 30 days after receipt of the notice by the corporation, the requirement that notice be given to the shareholder is reinstated, until such time as par. (a) may again apply.

180.0706 History History: 1989 a. 303; 1995 a. 400; 2005 a. 476; 2017 a. 79.

180.0707 180.0707 Record date.

180.0707(1) (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 other action. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date.

180.0707(2) (2) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.

180.0707(3) (3) 

180.0707(3)(a) (a) Except as provided in par. (b), a determination of shareholders entitled to notice of or to vote at a shareholders’ meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.

180.0707(3)(b) (b) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.

180.0707 History History: 1989 a. 303.

180.0708 180.0708 Conduct of meeting. Unless the articles of incorporation or bylaws provide otherwise, every meeting of the shareholders shall be conducted as follows:

180.0708(1) (1) A chairperson shall preside over the meeting. The chairperson shall be appointed by the board of directors.

180.0708(2) (2) The chairperson shall determine the order of business and the time of adjournment and may establish rules for the conduct of the meeting which the chairperson believes are fair to the interests of all shareholders.

180.0708(3) (3) The chairperson shall determine and announce at the meeting the time at which the polls will close for each matter voted upon at the meeting. The polls close at the announced time, except that, if no such announcement is made, the polls close upon final adjournment of the meeting. After the polls close, no ballots, proxies, or votes or revocations or changes to ballots, proxies, or votes may be accepted.

180.0708 History History: 2005 a. 476.

180.0709 180.0709 Remote participation in shareholders’ meeting.

180.0709(1) (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 present at a meeting of shareholders may participate in the meeting by means of remote communication.

180.0709(2) (2) If shareholders and proxies of shareholders participate in a meeting of shareholders by means of remote communication as provided in sub. (1), the participating shareholders and proxies of shareholders are deemed to be present in person and to vote at the meeting of shareholders, whether the meeting is held at a designated place or solely by means of remote communication, if all of the following apply:

180.0709(2)(a) (a) The corporation has implemented reasonable measures to verify that each person deemed present and permitted to vote at the meeting by means of remote communication is a shareholder or proxy of a shareholder.

180.0709(2)(b) (b) The corporation has implemented reasonable measures to provide shareholders and proxies of 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.

180.0709(2)(c) (c) The corporation maintains a record of voting or action by any shareholder or proxy of a shareholder that votes or takes other action at the meeting by means of remote communication.

180.0709 History History: 2017 a. 79.

180.0720 180.0720 Shareholders’ list for meeting.

180.0720(1) (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 the address of and number of shares held by each shareholder.

180.0720(2) (2) 

180.0720(2)(a) (a) The corporation shall make the shareholders’ list available for inspection by any shareholder, beginning 2 business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting. The list shall be made available at the corporation’s principal office, at a place identified in the meeting notice in the city where the meeting will be held, or on a reasonably accessible electronic network if the information required to gain access to the list is provided with the notice of the meeting.

180.0720(2)(b) (b) A shareholder or his or her agent or attorney may, on written demand, inspect and, subject to s. 180.1602 (2) (b) 3. to 5., copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection under par. (a). If the corporation determines that the list will be made available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation.

180.0720(3) (3) The corporation shall make the shareholders’ list available at the meeting, and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment. If the meeting is held solely by means of remote communication, the list shall be open to the examination of any shareholder during the entire time of the meeting on a reasonably accessible electronic network, and the information required to access the list shall be provided with the notice of the meeting.

180.0720(4) (4) If the corporation refuses to allow a shareholder or his or her agent or attorney to inspect the shareholders’ list before or at the meeting, or to copy the list as permitted by sub. (2) (b), on petition of the shareholder, the circuit court for the county where the 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 the inspection or copying at the corporation’s expense. The court may also postpone the meeting for which the list was prepared until the inspection or copying is complete.

180.0720(5) (5) Refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting.

180.0720 History History: 1989 a. 303; 2017 a. 79.

180.0721 180.0721 Voting entitlement of shares.

180.0721(1) (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. Only shares are entitled to vote.

180.0721(2) (2) The shares of a domestic corporation are not entitled to vote if they are owned, directly or indirectly, by a 2nd domestic corporation or foreign corporation and the first domestic corporation owns, directly or indirectly, a sufficient number of shares entitled to elect a majority of the directors of the 2nd domestic corporation or foreign corporation.

180.0721(3) (3) Subsection (2) does not limit the power of a domestic corporation or foreign corporation to vote any shares, including its shares, held by it in a fiduciary capacity.

180.0721(4) (4) Redeemable shares are not entitled to vote after written notice of redemption that complies with s. 180.0141 is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.

180.0721 History History: 1989 a. 303; 1991 a. 16.

180.0722 180.0722 Proxies.

180.0722(1) (1) A shareholder may vote his or her shares in person or by proxy.

180.0722(2) (2) 

180.0722(2)(a) (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 person to act for the shareholder by appointing the person as proxy. An appointment of a proxy may be in durable form as provided in ch. 244.

180.0722(2)(b) (b) Without limiting the manner in which a shareholder may appoint a proxy under par. (a), a shareholder or the shareholder’s authorized officer, director, employee, agent or attorney-in-fact may use any of the following as a valid means to make such an appointment:

180.0722(2)(b)1. 1. Appointment of a proxy in writing by signing or causing the shareholder’s signature to be affixed to an appointment form by any reasonable means, including, but not limited to, by facsimile signature.

180.0722(2)(b)2. 2. Appointment of a proxy by transmitting or authorizing the transmission of an electronic transmission of the appointment to the person who will be appointed as proxy or to a proxy solicitation firm, proxy support service organization or like agent authorized to receive the transmission by the person who will be appointed as proxy. Every electronic transmission shall contain, or be accompanied by, information that can be used to reasonably determine that the shareholder transmitted or authorized the transmission of the electronic transmission. Any person charged with determining whether a shareholder transmitted or authorized the transmission of the electronic transmission shall specify the information upon which the determination is made.

180.0722(2)(c) (c) Any copy, facsimile telecommunication or other reliable reproduction of the information in the appointment form under par. (b) 1. or the electronic transmission under par. (b) 2. may be substituted or used in lieu of the original appointment form or electronic transmission for any purpose for which the original appointment form or electronic transmission could be used, but only if the copy, facsimile telecommunication or other reliable reproduction is a complete reproduction of the information in the original appointment form or electronic transmission.

180.0722(3) (3) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment.

180.0722(4) (4) 

180.0722(4)(a) (a) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include, but are not limited to, the appointment of any of the following:

180.0722(4)(a)1. 1. A pledgee.

180.0722(4)(a)2. 2. A person who purchased or agreed to purchase the shares.

180.0722(4)(a)3. 3. A creditor of the corporation who extended it credit under terms requiring the appointment.

180.0722(4)(a)4. 4. An employee or officer of the corporation whose employment contract requires the appointment.

180.0722(4)(a)5. 5. A party to a voting agreement created under s. 180.0731.

180.0722(4)(b) (b) An appointment made irrevocable under par. (a) is revoked when the interest with which it is coupled is extinguished.

180.0722(5) (5) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless the secretary or other officer or agent of the corporation authorized to tabulate votes receives notice of the death or incapacity before the proxy exercises his or her authority under the appointment.

180.0722(6) (6) Notwithstanding sub. (4), a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or, if the shares are without certificates, on the information statement for the shares.

180.0722(7) (7) Subject to s. 180.0724 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation may accept the proxy’s vote or other action as that of the shareholder making the appointment.

180.0722(8) (8) A proxy appointed in connection with a shareholder vote under s. 180.1150 (5):

180.0722(8)(a) (a) Notwithstanding sub. (4), may be revoked at any time by openly stating the revocation at a shareholder meeting or appointing a new proxy in the manner provided under sub. (2) (b).

180.0722(8)(b) (b) Shall be solicited and appointed apart from the sale of or offer to purchase shares of the resident domestic corporation, as defined in s. 180.1150 (1) (c).

180.0722(8)(c) (c) May not be solicited sooner than 30 days before the meeting called under s. 180.1150 (5), unless otherwise agreed in writing by the person acting under s. 180.1150 and the directors of the resident domestic corporation, as defined in s. 180.1150 (1) (c).