Chapter 181

181.0505(1)(c) (c) Any new name, new e-mail address, or new street address of the agent.

181.0505(2) (2) A registered agent promptly shall furnish notice to the represented corporation or foreign corporation of the filing by the department of the statement of change and the changes made by the statement.

181.0505 History History: 2021 a. 258.

181.0506 181.0506 Delivery of record.

181.0506(1) (1) Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.

181.0506(2) (2) Delivery to the department is effective only when a record is received by the department.

181.0506 History History: 2021 a. 258.

181.0507 181.0507 Filing fees; certified copies.

181.0507(1) (1) Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection or s. 182.01 (4).

181.0507(2) (2) 

181.0507(2)(a) (a) Except as provided under par. (c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing:

181.0507(2)(a)1. 1. Articles of incorporation, $35.

181.0507(2)(a)2. 2. Application for use of an indistinguishable name, $10.

181.0507(2)(a)3. 3. Application for a reserved name, $10.

181.0507(2)(a)4. 4. Application for renewal of a reserved name, $10.

181.0507(2)(a)5. 5. Notice of transfer of reserved name, $20.

181.0507(2)(a)6. 6. Application for registered name, $50.

181.0507(2)(a)7. 7. Application for renewal of registered name, $50.

181.0507(2)(a)8. 8. Statement of change of registered agent or registered office or registered agent’s name, e-mail address, or street address under s. 181.0502, 181.0505, or 181.1508, $10.

181.0507(2)(a)9. 9. Statement of resignation of registered agent, $10.

181.0507(2)(a)10. 10. Amendment or restatement of articles of incorporation, $40.

181.0507(2)(a)11. 11. Articles of merger, interest exchange, conversion, or domestication, $150.

181.0507(2)(a)12. 12. Articles of dissolution, $20.

181.0507(2)(a)13. 13. Application for certificate of authority, $100.

181.0507(2)(a)14. 14. Application for amended certificate of authority, $40.

181.0507(2)(a)15. 15. Application for certificate of withdrawal of foreign corporation, $40.

181.0507(2)(a)16. 16. Statement of correction, $40.

181.0507(2)(a)17. 17. Annual report of a domestic corporation, $25.

181.0507(2)(a)18. 18. Annual report of a foreign corporation, $65.

181.0507(2)(b) (b) In addition to the fees required under par. (a) or permitted under sub. (1), the department may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter and may collect the fee established under s. 182.01 (4) (f) for preparing in an expeditious manner a certificate of status or certificate of registration under s. 181.0213.

181.0507(2)(c) (c) The department may, by rule, specify a larger fee for filing records in paper format.

181.0507(3) (3) A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department.

181.0507(4) (4) A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony.

181.0507 History History: 2021 a. 258.

subch. VI of ch. 181 SUBCHAPTER VI

MEMBERS AND MEMBERSHIPS

181.0601 181.0601 Admission.

181.0601(1) (1) Criteria and procedures. The articles of incorporation or bylaws may establish criteria or procedures for admission of members.

181.0601(2) (2) Consent required. A person may not be admitted as a member without the person’s consent.

181.0601 History History: 1997 a. 79.

181.0602 181.0602 Consideration and certificates. Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. A corporation may issue certificates evidencing membership in the corporation.

181.0602 History History: 1997 a. 79.

181.0603 181.0603 No requirement of members. A corporation is not required to have members.

181.0603 History History: 1997 a. 79.

181.0610 181.0610 Differences in rights and obligations of members. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles of incorporation or bylaws.

181.0610 History History: 1997 a. 79.

181.0611 181.0611 Transfers.

181.0611(1) (1) When authorized. Except as set forth in or authorized by the articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership.

181.0611(2) (2) Adoption of restrictions. If transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.

181.0611 History History: 1997 a. 79.

181.0612 181.0612 Member’s liability to 3rd parties. A member of a corporation is not, as a member, personally liable for the acts, debts, liabilities or obligations of the corporation.

181.0612 History History: 1997 a. 79.

181.0613 181.0613 Member’s liability for dues, assessments and fees. A member may become liable to the corporation for dues, assessments or fees. An article of incorporation or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.

181.0613 History History: 1997 a. 79.

181.0614 181.0614 Creditor’s action against member.

181.0614(1) (1) Final judgment required. A proceeding may not be brought by a creditor to reach the liability, if any, of a member under s. 181.0613 to the corporation unless final judgment has been rendered in favor of the creditor against the corporation.

181.0614(2) (2) Intervention and joinder. A creditor of the corporation, with or without reducing the creditor’s claim to judgment, may intervene in a creditor’s proceeding brought under sub. (1) to reach and apply unpaid amounts due the corporation. Any member who owes an amount to the corporation may be joined in the proceeding.

181.0614 History History: 1997 a. 79.

181.0620 181.0620 Termination, expulsion and suspension.

181.0620(1) (1) Termination of membership. Unless otherwise provided in the articles of incorporation, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all of the rights of the member in the corporation or in its property shall cease.

181.0620(2) (2) Expulsion and suspension. Members may be suspended or expelled in the manner provided in the articles of incorporation, or in the bylaws, if the articles so provide. If no provision is made in the articles of incorporation, a member may be expelled, or suspended for a specific period of time, by an affirmative vote of two-thirds of the members entitled to vote, or of two-thirds of the directors if there are no members entitled to vote.

181.0620(3) (3) Liability. A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees because of obligations incurred or commitments made before expulsion or suspension.

181.0620 History History: 1997 a. 79.

181.0622 181.0622 Purchase of memberships. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. A corporation may not make a payment under this section that violates s. 181.1302 (1).

181.0622 History History: 1997 a. 79.

181.0640 181.0640 Delegates.

181.0640(1) (1) Role of delegates. A corporation may provide in its articles of incorporation or bylaws that delegates have some or all of the authority of members.

181.0640(2) (2) Permissible provisions. The articles of incorporation or bylaws may include provisions relating to all of the following:

181.0640(2)(a) (a) Dividing the membership into geographical or other districts or units.

181.0640(2)(b) (b) Determining the number of delegates to be elected in each district or unit. This determination may be made from time to time by the board of directors.

181.0640(2)(c) (c) The characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal.

181.0640(2)(d) (d) Calling, noticing, holding and conducting meetings of delegates.

181.0640(2)(e) (e) Carrying on corporate activities during and between meetings of delegates.

181.0640(2)(f) (f) Providing for the election or appointment of district or unit committees and officers.

181.0640 History History: 1997 a. 79.

181.0670 181.0670 Limited liability of volunteers.

181.0670(1) (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.

181.0670(2) (2) Limited liability. Except as provided in sub. (3), a volunteer is not liable to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a volunteer, unless the person asserting liability proves that the act or omission constitutes any of the following:

181.0670(2)(a) (a) A violation of criminal law, unless the volunteer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.

181.0670(2)(b) (b) Willful misconduct.

181.0670(2)(c) (c) If the volunteer is a director or officer of the corporation, an act or omission within the scope of the volunteer’s duties as a director or officer.

181.0670(2)(d) (d) An act or omission for which the volunteer received compensation or anything of substantial value instead of compensation.

181.0670(2)(e) (e) Negligence in the practice of a profession, trade or occupation that requires a credential, as defined in s. 440.01 (2) (a), or other license, registration, certification, permit or approval, if the volunteer did not have the required credential, license, registration, certificate, permit or approval at the time of the negligent act or omission.

181.0670(3) (3) Applicability.

181.0670(3)(a) (a) Except as provided in par. (b), this section does not apply to any of the following:

181.0670(3)(a)1. 1. A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.

181.0670(3)(a)2. 2. A proceeding brought by any person for a violation of state or federal law if the proceeding is brought under an express private right of action created by state or federal statute.

181.0670(3)(a)3. 3. Claims arising from the negligent operation by a volunteer of an automobile, truck, train, airplane or other vehicle for which an operator’s permit, license or insurance is required.

181.0670(3)(b) (b) Paragraph (a) 1. and 2. does not apply to a proceeding brought by or on behalf of a governmental unit, authority or agency in its capacity as a contractor.