Chapter 181

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.

181.0670 History History: 1997 a. 79; 2021 a. 258.

subch. VII of ch. 181 SUBCHAPTER VII

MEMBER MEETINGS AND VOTING

181.0701 181.0701 Annual and regular meetings.

181.0701(1) (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.

181.0701(2) (2) Membership meetings. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

181.0701(3) (3) Place of meetings. Annual and regular membership meetings may be held in or outside of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold annual and regular meetings at the corporation’s principal office.

181.0701(4) (4) Matters considered at annual meetings. At the annual meeting, an officer shall report on the activities and financial condition of the corporation and the members shall consider and act upon such other matters as may be raised consistent with the requirements of s. 181.0705.

181.0701(5) (5) Matters considered at regular meetings. At regular meetings the members shall consider and act upon such matters as may be raised consistent with the requirements of s. 181.0705.

181.0701(6) (6) Failure to hold meeting. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation’s bylaws does not affect the validity of any corporate action.

181.0701 History History: 1997 a. 79.

181.0702 181.0702 Special meeting.

181.0702(1) (1) When held. A corporation with members shall hold a special meeting of members if any of the following occurs:

181.0702(1)(a) (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.

181.0702(1)(b) (b) Members holding at least 5 percent of the voting power of a corporation, or such other percentage specified in the articles of incorporation or bylaws, sign, date and deliver to any corporate officer one or more written demands for the meeting describing one or more purposes for which it is to be held.

181.0702(2) (2) Record date. The close of business on the 30th day before delivery of the demand for a special meeting to any corporate officer is the record date for determining if the percentage requirement of sub. (1) (b) has been met.

181.0702(3) (3) If notice not given. Notwithstanding sub. (4), if a notice for a special meeting demanded under sub. (1) (b) is not given under s. 181.0705 within 30 days after the date on which the written demand is delivered to a corporate officer, a person signing the demand may set the time, and, subject to sub. (4), the place, of the meeting. The person signing the demand shall give notice under s. 181.0705.

181.0702(4) (4) Place of meeting. A corporation may hold a special meeting of members in or outside of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, a corporation shall hold a special meeting at the corporation’s principal office.

181.0702(5) (5) Scope of meeting. Only those matters that are within the purpose described in the meeting notice required by s. 181.0705 may be conducted at a special meeting of members.

181.0702 History History: 1997 a. 79.

181.0704 181.0704 Action by written consent.

181.0704(1m) (1m) Definitions. In this section:

181.0704(1m)(a) (a) “In writing” or “written” includes a communication that is transmitted or received by electronic means.

181.0704(1m)(b) (b) “Sign” includes executing an electronic signature.

181.0704(1r) (1r) When permitted. Unless limited or otherwise provided in the articles of incorporation or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least 80 percent of the voting power, or a different percentage, not less than 50 percent, specified in the articles of incorporation or bylaws. The action must be evidenced by one or more written consents describing the action taken, signed by the required number of members, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. All signatures on the written consent shall be dated and, in determining whether the required number of members have signed the consent, only those signatures dated after the date of the most recent meeting of the members may be counted.

181.0704(2) (2) Record date. If not otherwise determined under s. 181.0160 or 181.0707, the record date for determining members entitled to take action without a meeting is the date on which the first member signs the consent under sub. (1r).

181.0704(3) (3) Effect of consent. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the department.

181.0704(4) (4) Notice requirements. Written notice of member approval under this section shall be given to all members who have not signed the written consent. If written notice is required, member approval under this section shall be effective 10 days after such written notice is given.

181.0704(5) (5) Consent effective at future time. 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.

181.0704 History History: 1997 a. 79; 2003 a. 259; 2021 a. 258.

181.0705 181.0705 Notice of meeting.

181.0705(1) (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.

181.0705(2) (2) In general. Any notice that conforms to the requirements of sub. (3) is fair and reasonable. Except for matters referred to in sub. (3) (b), other means of giving notice may also be fair and reasonable when all of the circumstances are considered. Sections 181.0105 (4) and 181.0141 apply to notices provided under this section.

181.0705(3) (3) Notice safe harbor. Notice is fair and reasonable if all of the following conditions exist:

181.0705(3)(a) (a) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members not more than 60 days and not less than 10 days, or, if notice is mailed by other than first class or registered mail, 30 days, before the meeting date.

181.0705(3)(b) (b) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under s. 181.0723 (2), 181.0831, 181.0873 (4), 181.1003, 181.1021, 181.1103, 181.1133, 181.1163, 181.1173, 181.1202 or 181.1401.

181.0705(3)(c) (c) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.