Chapter 181

181.0160(1) (1) When court may order meeting or ballot. If the requirements of this subsection are met, the circuit court for the county where a corporation’s principal office is located, or if a corporation’s principal office is not located in this state the circuit court for the county where the corporation’s registered office is located, may order a corporation to hold a meeting of members, delegates or directors or may order a corporation to authorize a written ballot for obtaining the vote of members, delegates or directors. The court may enter an order under this subsection only if at least one of the following conditions is met:

181.0160(1)(a) (a) Upon the petition of the attorney general or a director, officer, delegate or member of the corporation, the court determines that it is impractical or impossible for the corporation to call or conduct a meeting of its members, delegates or directors, or to otherwise obtain their consent, in the manner described in this chapter or the corporation’s articles of incorporation or bylaws.

181.0160(1)(b) (b) Upon the petition of a member or another person entitled to participate in an annual member meeting, the court determines that the annual meeting was not held within 6 months after the end of the corporation’s fiscal year or 15 months after its last annual meeting.

181.0160(1)(c) (c) Upon the petition of a member or another person entitled to participate in a regular meeting, the court determines that the regular meeting is not held within 40 days after the date by which it was required to be held.

181.0160(1)(d) (d) Upon the petition of a member who signed a valid demand under s. 181.0702 for a special meeting or upon the petition of another person entitled to call a special meeting, the court determines that notice of the special meeting was not given within 30 days after the date on which the demand was delivered to a corporate officer or that the special meeting was not held in accordance with the notice.

181.0160(2) (2) Notice. The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held under the articles of incorporation, the bylaws and this chapter, whether or not the method results in actual notice to all such persons or conforms to s. 181.0141. In a proceeding under this section the court may determine who the members, delegates or directors are.

181.0160(3) (3) Voting requirements. In an order issued under this section, the court may dispense with any requirement relating to the holding of or voting at meetings or to obtaining votes, including any quorum requirement or any requirement as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles of incorporation or bylaws or this chapter. The court may fix alternate quorum or voting requirements and enter other orders necessary to accomplish the purpose of the meeting.

181.0160(4) (4) Subject matter.

181.0160(4)(a) (a) Whenever practical, any order issued under this section shall limit the subject matter of meetings or other forms of consent authorized to those items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section.

181.0160(4)(b) (b) Notwithstanding par. (a), an order under this section may authorize the obtaining of whatever votes and approvals are necessary for dissolution, merger or the sale of assets.

181.0160(5) (5) Effect of meeting or ballot. Any meeting or other method of obtaining the vote of members, delegates or directors conducted under an order issued under this section and that complies with all of the provisions of the order is for all purposes a valid meeting or vote and shall have the same effect as if it complied with every requirement imposed by the articles of incorporation, the bylaws and this chapter.

181.0160 History History: 1997 a. 79.

181.0162 181.0162 Relation to electronic signatures in global and national commerce act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).

181.0162 History History: 2021 a. 258.

181.0163 181.0163 Forum selection provisions. The articles of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all claims pertaining to the internal affairs of the corporation be brought solely and exclusively in the courts in this state.

181.0163 History History: 2021 a. 258.

subch. II of ch. 181 SUBCHAPTER II

FORMATION;
ARTICLES OF INCORPORATION
AND OTHER FILINGS

181.0201 181.0201 Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing.

181.0201 History History: 1997 a. 79.

181.0202 181.0202 Articles of incorporation.

181.0202(1) (1) Required content. The articles of incorporation shall include all of the following information:

181.0202(1)(a) (a) A statement that the corporation is incorporated under this chapter.

181.0202(1)(b) (b) A corporate name for the corporation that satisfies s. 181.0401.

181.0202(1)(c) (c) The mailing address of the initial principal office of the corporation.

181.0202(1)(d) (d) The street address of the corporation’s initial registered office and the name and e-mail address of its initial registered agent at that office.

181.0202(1)(e) (e) The name and address of each incorporator.

181.0202(1)(f) (f) Whether or not the corporation will have members.

181.0202(1)(g) (g) If the corporation is authorized to make distributions under s. 181.1302 (4), a statement to that effect.

181.0202(2) (2) Permissible content. The articles of incorporation may set forth other information, including any of the following:

181.0202(2)(a) (a) The names and addresses of the natural persons who will serve as the initial directors.

181.0202(2)(b) (b) Provisions not inconsistent with law regarding:

181.0202(2)(b)1. 1. The purpose or purposes for which the corporation is organized.

181.0202(2)(b)2. 2. Managing the business and regulating the affairs of the corporation.

181.0202(2)(b)3. 3. Distributing assets on dissolution.

181.0202(2)(b)4. 4. Defining, limiting and regulating the powers of the corporation, its board of directors and its members.

181.0202(2)(c) (c) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.

181.0202(3) (3) Powers enumerated in chapter. The articles of incorporation need not include any of the corporate powers enumerated in this chapter.

181.0202(4) (4) Articles supersede bylaws. If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.

181.0202 History History: 1997 a. 79; 2021 a. 258.

181.0203 181.0203 Incorporation.

181.0203(1) (1) When corporate existence begins. The corporate existence begins when the articles of incorporation become effective under s. 181.0209.

181.0203(2) (2) Conclusive proof of incorporation. The department’s filing of the articles of incorporation or articles of domestication is conclusive proof that the corporation is incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

181.0203(3) (3) Notification of reporting requirements. Upon filing articles of incorporation of a corporation, the department shall inform the corporation of the reporting requirements under s. 202.12 for charitable organizations that solicit contributions.

181.0203 History History: 1997 a. 79; 2013 a. 20; 2021 a. 258.

181.0205 181.0205 Organization of corporation.

181.0205(1) (1) Organizational meeting required.

181.0205(1)(a) (a) After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.

181.0205(1)(b) (b) After incorporation, if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators, to do any of the following:

181.0205(1)(b)1. 1. Elect directors and complete the organization of the corporation.

181.0205(1)(b)2. 2. Elect a board that will complete the organization of the corporation.

181.0205(2) (2) Written consents. Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

181.0205(3) (3) Location of organizational meeting. An organizational meeting may be held in or outside of this state.

181.0205 History History: 1997 a. 79.

181.0206 181.0206 Bylaws.

181.0206(1) (1) Initial bylaws. The incorporators, members or board of a corporation shall adopt the initial bylaws for the corporation.

181.0206(2) (2) Subsequent adoption, amendment and repeal. After the adoption of the initial bylaws under sub. (1), bylaws may be adopted either by the members or the board, but no bylaw adopted by the members shall be amended or repealed by the directors, unless the bylaws adopted by the members shall have conferred such authority upon the directors. Any bylaw adopted by the board is subject to amendment or repeal by the members as well as by the directors.

181.0206(3) (3) Content of bylaws. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state.

181.0206 History History: 1997 a. 79.

181.0207 181.0207 Emergency bylaws.

181.0207(1) (1) Definition. In this section, “emergency” means a catastrophic event that prevents a quorum of the corporation’s directors or members from being readily assembled.

181.0207(2) (2) Adoption of emergency bylaws. Unless the articles of incorporation provide otherwise, the board of a corporation may adopt bylaws that are effective only in an emergency. Emergency bylaws are subject to amendment or repeal by the board or by the members, if any. Emergency bylaws may provide special procedures necessary for managing the corporation during the emergency, including any of the following:

181.0207(2)(a) (a) Procedures for calling a meeting of the board.

181.0207(2)(b) (b) Quorum requirements for the meeting.

181.0207(2)(c) (c) Designation of additional or substitute directors.

181.0207(3) (3) Effectiveness. Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

181.0207(4) (4) Action taken under emergency bylaws. Notwithstanding ss. 181.0831 and 181.0833, corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, member, employee or agent.

181.0207 History History: 1997 a. 79.

181.0208 181.0208 Filing requirements.

181.0208(1) (1) Subject to sub. (1m), to be filed by the department pursuant to this chapter, a record must be received by the department, comply with this chapter, and satisfy all of the following:

181.0208(1)(a) (a) The filing of the record must be required or permitted by this chapter.

181.0208(1)(b) (b) The record must be physically delivered in written form unless and to the extent the department permits electronic delivery of records.

181.0208(1)(c) (c) The words in the record must be in English, and numbers must be in Arabic or Roman numerals, but the name of an entity need not be in English if written in English letters or Arabic or Roman numerals.

181.0208(1)(d) (d) The record must be signed by a person authorized or required under this chapter to sign the record.

181.0208(1)(e) (e) The record must state the name and capacity, if any, of each individual who signed it, either on behalf of the individual or the person authorized or required to sign the record, but need not contain a seal, attestation, acknowledgment, or verification.

181.0208(1)(f) (f) The record must contain the name of the drafter, if required by s. 182.01 (3).

181.0208(1m) (1m) The department may waive any of the requirements of sub. (1) (a) to (f) if it appears from the face of the document that the document’s failure to satisfy the requirement is immaterial.

181.0208(2) (2) If law other than this chapter prohibits the disclosure by the department of information contained in a record delivered to the department for filing, the department shall file the record if the record otherwise complies with this chapter but may redact the information.

181.0208(3) (3) When a record is delivered to the department for filing, any fee required under this chapter and any fee, interest, or penalty required to be paid to the department must be paid in a manner permitted by the department.

181.0208 History History: 2021 a. 258.

181.0209 181.0209 Effective date and time.

181.0209(1) (1) In general.

181.0209(1)(a) (a) Except as provided in sub. (2), a record filed by the department under this chapter is effective on the date that it is received by the department for filing and at any of the following times on that date:

181.0209(1)(a)1. 1. The time of day specified in the document as its effective time.

181.0209(1)(a)2. 2. If no effective time is specified, at the close of business.

181.0209(1)(b) (b) The date that a document is received by the department is determined by the department’s endorsement on the original document under s. 181.0212 (2).

181.0209(2) (2) Delayed effective date and time. A document may specify a delayed effective date and time, except the effective date may not be more than 90 days after the date that it is received for filing. If a document specifies a delayed effective date and time in accordance with this subsection, the document is effective at the time and date specified. If a delayed effective date, but no time, is specified, the document is effective at the close of business on that date.

181.0209 History History: 1997 a. 79; 2021 a. 258 s. 408.

181.0210 181.0210 Withdrawal of filed record before effectiveness.