180.0202(4)(4) If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.

180.0203(1)(1) The corporate existence begins when the articles of incorporation become effective under s. 180.0123.

180.0203(2)(2) The department’s filing of the articles of incorporation 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.

180.0203 AnnotationChapter 180 does not preclude a corporation incorporated under ch. 180 from being organized as a nonprofit. De La Trinidad v. Capitol Indemnity Corporation, 2009 WI 8, 315 Wis. 2d 324, 759 N.W.2d 586, 07-0045.

180.0205(1)(1) 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 and carrying on any other business brought before the meeting.

180.0205(2)(a)(a) 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:

180.0205(2)(a)1.1. Elect directors and complete the organization of the corporation.

180.0205(2)(a)2.2. Elect directors who will complete the organization of the corporation.

180.0205(2)(b)(b) Action required or permitted by this chapter 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.

180.0205(3)(3) An organizational meeting may be held in or outside this state.

180.0206(1)(1) The incorporators, board of directors or shareholders of a corporation may adopt initial bylaws for the corporation.

180.0206(2)(2) The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state.

180.0207(1)(1) In this section, “emergency” means a catastrophic event that prevents a quorum of the corporation’s directors from being readily assembled.

180.0207(2)(2) Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws that are effective only in an emergency. The emergency bylaws may make all provisions necessary for managing the corporation during the emergency, including but not limited to the following:

180.0207(2)(a)(a) Procedures for calling a meeting of the board of directors.

180.0207(2)(c)(c) Designation of additional or substitute directors.

180.0207(3)(3) 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.

180.0207(4)(4) Notwithstanding ss. 180.0828, 180.0831 and 180.0833, 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, employee or agent.