Chapter 187

LIABILITY AND INDEMNIFICATION;
ROMAN CATHOLIC CHURCH

187.20   Indemnification by incorporated Roman Catholic church; definitions.

187.21   Indemnification of directors and officers.

187.22   Determination of voluntary indemnification.

187.23   Allowance of expenses as incurred.

187.24   Authority to limit indemnification.

187.25   Additional rights to indemnification and allowance of expenses.

187.26   Court-ordered indemnification.

187.27   Indemnification and allowance of expenses of employees and agents.

187.28   Insurance.

187.30   Definitions applicable to liability-related provisions.

187.31   Reliance by directors or officers.

187.32   Limited liability of directors and officers.

187.33   Limited liability of volunteers.

SUBCHAPTER III

LIABILITY; OTHER RELIGIOUS ORGANIZATIONS

187.40   Definitions.

187.41   Reliance by directors or officers.

187.42   Limited liability of directors and officers.

187.43   Limited liability of volunteers.

187.44   Applicability of other liability provisions.

subch. I of ch. 187 SUBCHAPTER I

GENERAL PROVISIONS

187.01 187.01 Religious societies.

187.01(1) (1) How formed. The members, over 18 years of age, not less than three in number, of any church or society of any religious sect or denomination which shall have been organized in this state and which, at the time, maintains regular public worship may, after due public notice given at some stated meeting of such church, sect or denomination, and any five or more persons of like age, not members of any religious congregation, desirous of organizing a corporation in connection with a church of their own peculiar tenets to be associated therewith, may organize a corporation for religious, charitable or educational purposes in the manner hereinafter provided.

187.01(2) (2) Certificate. Such members or persons shall sign and acknowledge a certificate substantially in the following form:

Know all by these presents: That the undersigned (insert the names of the signers) and those who are or may become associated with them for the purposes herein specified have organized themselves into a religious society of the .... church (sect or denomination or other description), located in (name of town, village or city), in the county of ...., and state of Wisconsin, for religious, charitable and educational purposes, which society shall be known and incorporated by the name of (here insert the name); and shall record the same in the office of the register of deeds; and when such certificate shall have been so recorded the society named therein shall be a corporation and shall possess the powers and privileges granted to corporations by ch. 181, so far as the same are applicable or necessary to accomplish its purposes, and also such as are conferred by this chapter.

187.01(3) (3) Trustees; number, terms; may hold property. Such corporation may, by its bylaws, fix the number of its trustees, provided that such number be not less than 3, and their term of office, the manner of appointing or electing the same, and the qualifications for membership therein. It may take, receive, purchase, hold and use both the real and personal estate for the purposes of its incorporation and no other; and lease, mortgage, sell and otherwise dispose of the same or any portion thereof as provided by its bylaws; and may also take by purchase, gift or otherwise and forever hold and improve any lands intended to be used for cemetery grounds or burial places, subject to the provisions and restrictions, so far as applicable, in subch. II of ch. 157. Such corporation may hold all lands then owned by it, other than and in addition to the grounds so purchased, and improve the same by the erection of new buildings thereon or otherwise, for the purposes of revenue, to be devoted to the uses of such corporation and in promoting religious and charitable works, and at pleasure lease, mortgage and sell the same. Any such corporation at any meeting which it may hereafter hold for the election of its trustees, whether designated by such corporation as trustees, wardens and vestrymen or otherwise, may make provision by resolution to be entered upon the record of such meeting for the election of its trustees in classes, and determine by such resolution what number or proportion of its trustees shall be comprised in each class, and also the term for which each class shall hold their office; and thereafter, as the term of each class expires, their successors shall be elected in accordance with said resolution. Such corporation by its bylaws may provide for the time and manner of holding regular and special meetings for the holding of elections or for the transaction of all business authorized by law, and such bylaws shall have the force of law and all business transacted thereunder shall be valid.

187.01(4) (4) Notice of first meeting; who may vote. Public notice of the time and place of holding the first meeting of such corporation shall be given to the members of the church, sect or denomination for two successive Sabbaths on which such church, sect or denomination shall statedly meet for public worship, previous to such meeting; such notice may be given by the minister or by one of the elders, deacons, church wardens or vestrymen thereof, or if there be no such officers then by any member; and at such first meeting all the members of such church, sect or denomination over 18 years of age shall be entitled to a vote at such meeting as members; but if such corporation be organized by persons not belonging to any religious congregation the majority of the incorporators named in the certificate, all having notice thereof, may meet at such time and place as they shall deem proper for the purpose of perfecting their organization; and the corporators named in such certificate shall constitute the first board of trustees and hold their office until others are chosen.

187.01(5) (5) Trustees’ powers. The secular business and temporal affairs of every such corporation shall be managed and administered by the board of trustees, and they shall have the custody and control of the corporate property and make rules and regulations for the use of the same and for the renting of pews or slips, and the care, improvement and management of the cemetery grounds, subject, however, to the corporate bylaws. They shall appoint a clerk or secretary and a treasurer, with power to remove the same, and shall cause accurate records of all their proceedings and of all business meetings of such society to be kept, and they shall be governed in their official acts by the rules of their church, sect or denomination applicable thereto and not inconsistent with the laws of this state or the constitution and bylaws of the society.

187.01(6) (6) Change of corporate name. The name of such corporation may be changed at any annual or special meeting, by a majority vote of the members present. Notice that the matter of changing its name will be voted upon at such meeting shall be given as is provided by sub. (4) for its first meeting and the same persons may vote thereon.

187.01(7) (7) Amendment of articles. Such corporation may amend its articles of organization or constitution at a regular meeting of said corporation by the majority vote of the members present so that such corporation has the right to merge with and transfer all of its real estate and personal property to another corporation of the same religious denomination. Any other amendments to either the articles of organization or to the constitution of such corporation shall be made in accordance with ss. 181.1002 to 181.1004.

187.01 History History: 1971 c. 213 s. 5; 1975 c. 94 s. 91 (8); 1985 a. 316 s. 25; 1997 a. 79.

187.01 Cross-reference Cross-reference: See s. 182.01 (3) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter’s name.

187.01 Annotation Ch. 187 applies to incorporated religious organizations. Unincorporated associations derive their rights largely from common law. Trustees of an unincorporated association are not empowered to speak for the association in legal actions without licensed legal counsel. Life Science Church v. Shawano County, 221 Wis. 2d 331, 585 N.W.2d 625 (Ct. App. 1998), 98-0694.

187.01 Annotation Religious societies incorporated under ch. 187 are “persons” within the meaning of s. 32.19 and are entitled to benefits if they otherwise qualify. 63 Atty. Gen. 578.

187.02 187.02 Existing societies confirmed; may reorganize. Every existing church, congregation or religious society heretofore incorporated is hereby established and confirmed and shall continue to be governed by the statutes now applicable thereto, notwithstanding the same are repealed by this statute, in the same manner as if not so repealed, until organized under this chapter; and every such church, congregation and society may, by five or more of its members thereunto duly authorized by and acting for all its members at the time, become a corporation under this chapter by making and recording the certificate provided herein, with an additional statement therein of the name by which such society and the corporation connected with it has before that time been known and called and that such society and corporation are reorganized under this chapter; but such reorganization shall not work a change of the ecclesiastical connection of any such society.

187.03 187.03 Failure to elect trustees. No failure to elect trustees at the proper time shall work a dissolution of any corporation formed under this chapter, and those once elected shall hold their offices until their successors are elected. In case of the dissolution of any such corporation the same may be reincorporated under the provisions of this chapter at any time within six years after such dissolution; and thereupon all the estate, real and personal, formerly belonging to the same and not lawfully disposed of shall vest in such corporation as if there had been no such dissolution.

187.04 187.04 Episcopal church. The rectors, wardens and vestry being the trustees of each Episcopal church may be chosen at such times and in such manner as may be in conformity with the rules and usages thereof. Each such church heretofore or hereafter incorporated may take by purchase, devise, gift or otherwise and may forever hold any lands intended to be used for cemetery grounds or burial purposes, subject to the provisions and restrictions of subch. II of ch. 157; and any such church, by its trustees, officers or agents, who shall hold the temporalities thereof, may convey them with or without consideration to the trustees of the funds and property of the Episcopal church, however called, acting within this state, to be held, sold or conveyed according to the direction of the diocesan convention or council of the Episcopal church in this state; provided, however, that the trustees, the rector, wardens and vestry of St. Paul’s Episcopal church of the city of Milwaukee and each and every one of them are hereby forbidden to sell, convey or in any manner transfer Forest Home cemetery in the city of Milwaukee or any part thereof to any person or persons except in the normal course of cemetery operations or in pursuance of an order of some court having jurisdiction thereof, made upon due notice granting leave to convey the same.

187.04 History History: 1985 a. 316 s. 25; 1989 a. 307.

187.05 187.05 Organizations other than churches.

187.05(1) (1) Trustees; terms; purposes. Any diocesan council or convention, conference, synod or other body of authorized representatives of any church or religious denomination or association or congregation thereof may elect any number of trustees, not less than three, to be incorporated; and when a certificate shall have been made and signed by the presiding officer and countersigned by the secretary of the body by which they were elected, stating that such persons, naming them, were elected trustees, the name of the body by whom elected, the corporate name by which such trustees are to be known, the term for which they are to hold their offices, and the purposes for which it is desired to incorporate them, and filed with the department of financial institutions, the persons named in such certificate as trustees and their successors in office shall be a body corporate for the purposes mentioned in such certificate and for such purposes, and no other, shall have the usual powers of a corporation; and the members of such corporation shall hold their positions for such term as the body electing them shall determine and until their successors are duly elected. Upon the receipt of such certificate, the department of financial institutions shall issue a certificate of incorporation. But any diocesan council or convention, conference, synod or other body composed of or divided into district synods or other units may provide in its constitution for the election of one or more of its trustees by one or more of such district synods or other units or that one or more of its trustees shall be elected by said diocesan council or convention, conference, synod or other body from one or more of such district synods or other units.

187.05(2) (2) Body corporate to hold title. When any diocesan council, convention or conference or any synod or other body of authorized representatives of any church, or religious denomination, shall have elected trustees and such trustees shall have become a body corporate as provided in sub. (1), the title to all moneys and to all property, real, personal and mixed, and to all legacies and bequests that shall be given, granted, devised or bequeathed to or be purchased by such diocesan council, convention, conference, synod or other body of authorized representatives of any church or religious denomination, shall vest in the body corporate, formed by such trustees and shall be used, managed and conveyed by such corporation under the direction of and for such uses and purposes and to the extent and under such restrictions and limitations as may from time to time be prescribed by such diocesan council, convention, conference, synod or other body of authorized representatives of such church or religious denomination.

187.05(3) (3) Incorporation of denominational bodies; declaration by members; powers; reorganization.

187.05(3)(a) (a) Any denominational body mentioned in sub. (1) having a constitution (or other instrument of organization), in writing, at any stated meeting may vote to become a corporation and designate any of its members of adult age, not less than 10 in number, to make, acknowledge and file with the department of financial institutions a certificate substantially in the following form:

Know all by these presents: That the undersigned (insert the names of the signers) members of the denominational body herein named, by vote of such body taken at its .... meeting, held on the .... day of ...., .... (year), at ...., Wisconsin, and all others who now are or hereafter may become associated with them in said body, for the purpose of forming a corporation under the laws of Wisconsin, declare:

1. The name of such organization shall be (here insert the proper name).

2. The principal office of the corporation shall be at (here insert the name of the place).

3. The membership, officers and directors of the corporation are as set forth in its constitution (or other written instrument of organization) hereto attached.

4. The corporation may amend its constitution (or other written instrument of organization) as therein provided, and file with the department of financial institutions a certificate thereof duly acknowledged.

5. Any affiliated corporation of the denomination may become a member of the corporation in the manner provided in its constitution (or other written instrument of organization).

(Signatures.)

(Certificate of acknowledgment.)

187.05(3)(b) (b) Such corporation may take by gift or purchase for the purposes for which it exists, any real or personal estate.

187.05(3)(c) (c) Such corporation shall have the power and privileges and exercise the rights and be subject to the obligations imposed upon corporations organized under general law.

187.05(3)(d) (d) Any such denominational body having incorporated and elected trustees under sub. (1) may reorganize under this section and accept from its trustees a conveyance of any real estate and proper transfer of any other property.

187.05 History History: 1975 c. 94 s. 91 (8); 1995 a. 27; 1997 a. 250.

187.06 187.06 May take title to property. Every such corporation may be empowered by the body electing them to take and hold the title to church property, both real and personal, of the church and religious denomination for which it is created, which is used or designated to be used for missionary or other proper purposes of such church or religious denomination and not specially used for the purposes of any local religious society incorporated under the laws of this state; and to use, manage and convey the same to the extent and under such restrictions and limitations as may be prescribed by the proper ecclesiastical authority of their church or religious denomination.

187.07 187.07 Title to vest in trustees.

187.07(1) (1) All lands, tenements and hereditaments that have been or may hereafter be lawfully conveyed by demise, gift, grant, purchase or otherwise to any persons as trustees, in trust for the use of any religious society organized or which may be hereafter organized within this state either for a meeting house, burying ground or for the residence of a preacher, shall, with the improvements, vest in the trustees of such religious society as fully as if originally conveyed to them, and shall be held by them and their successors in trust for such society.

187.07(2) (2) And all conveyances heretofore or hereafter made to any person or persons, intended to be in trust for, or for the benefit of, any such society, shall be deemed to vest the said real estate in such society, whether such person or persons be denominated therein as trustees or not.

187.08 187.08 Devolution of property of defunct societies. If any such society, organized under ss. 187.01 to 187.07, owning any real estate in this state, shall be or become dissolved by removal, withdrawal or death of its members, so that there is no acting organization thereof for a period of six years, or by the majority vote of the members present at a regular meeting of said corporation, elect to transfer all of its real estate and personal property to a corporation of the same religious denomination, and there shall be within this state a corporation of the same religious denomination organized as provided in s. 187.05 (1), the title to such real estate so owned by such defunct society shall be vested in such corporation of the same religious denomination next higher in authority in such denomination.

187.09 187.09 Existing organizations legalized. Every religious or religious educational and charitable society organized or attempted to be organized under ch. 47, Revised Statutes of 1849, or ch. 66, Revised Statutes of 1858, or ch. 91, Revised Statutes of 1878, and the acts amendatory thereof, by filing or recording a certificate of the election of trustees or a certificate of organization designating the name of the church or society with the register of deeds of the proper county, and which, since such filing or recording, has acted as a religious or a religious educational and charitable corporation in pursuance thereof, shall be deemed to be legally incorporated and shall have all the powers and be subject to all the liabilities of religious corporations under the provisions of this chapter. Nothing herein contained shall be construed to affect any action or proceeding pending by or against any such corporation on April 19, 1895.

187.09 History History: 1993 a. 301.

187.10 187.10 Congregational church.

187.10(1) (1) Incorporation. The adult members, not less than three in number, of any Congregational church, known as such in both government and name, which shall have been organized in this state and which at the time maintains regular public worship, may after due public notice given at some stated meeting of such church, organize a corporation for religious, charitable or educational purposes in the manner hereinafter provided.

187.10(2) (2) Certificate. Such members shall sign and acknowledge, before some officer authorized to take acknowledgments of deeds in the county where such church is organized, a certificate substantially in the following form:

Know all by these presents: That the undersigned (insert the names of signers), and those who are or who may become associated with them for the purposes herein specified, have organized themselves into a church, located in (name of town, city or village), in the county of ...., and state of Wisconsin, for religious, charitable and educational purposes, which shall be known and incorporated by the name of (here insert the name).

And they shall record the same in the office of the register of deeds of such county, and when such record is made the church named therein shall be a corporation and possess the powers and privileges granted to corporations by ch. 181, so far as the same are applicable or necessary to accomplish its purposes, and also such as are conferred by this section.

187.10(3) (3) Rules. Such corporation may, by its constitution and bylaws, fix the terms and qualifications of membership and office therein, provide rules for the government of the church and its officers and fix the number of its trustees, which shall be not less than 3, their term of office and the manner of appointing or electing the same.

187.10(4) (4) Property, deed, etc. Such corporation may also take, receive, purchase, hold and use both real and personal estate for the purposes for which it has been incorporated and no other; and may lease, mortgage, sell and otherwise dispose of the same or any portion thereof in the manner provided by its rules and bylaws and may also take by purchase, gift or otherwise and forever hold and improve any lands intended to be used for cemetery grounds or burial places, subject to the provisions and restrictions, so far as applicable, in subch. II of ch. 157.

187.10(5) (5) Trustees’ powers. The secular business and temporal affairs of such corporation shall be administered by the board of trustees, which shall have the custody and management of the corporate property and be governed in its official acts by the rules of the corporation applicable thereto and not inconsistent with this chapter. Any such corporation may change its corporate name and adopt any other. Such change may be made at either a regular annual meeting thereof or at a special meeting called for that purpose, by resolution adopted by a majority of the members thereof and spread upon its records. A certificate, duly signed and acknowledged by the secretary and the presiding officer of such corporation, containing a copy of such resolution and showing the name adopted, shall be filed and recorded at the same place and in the same manner as the original certificate of incorporation. Such corporation shall, from and after the filing of such certificate, be known by the name so adopted. The register of deeds shall note on the margin of the record of the original articles such change of name, together with the book and page where the certificate herein provided for is recorded.

187.10(6) (6) Reorganization; failure to make not to dissolve. Every existing religious society of any Congregational church, known as such in both government and name, whose board of trustees have heretofore been incorporated under the laws of this state may, by five or more of its members, including in every case all the members at the time acting as trustees, thereunto duly authorized by and acting for the society, become a corporation under this chapter by making and recording the certificate provided for herein, with an additional statement therein of the name by which such society and the corporation connected with it has before that time been known and called, and that such society and corporation are reorganized under this section; but such reorganization shall not work a change of the ecclesiastical connection of any such society. If any such society or corporation shall fail to become reorganized as herein provided such failure shall not work its dissolution; and the board of trustees heretofore incorporated, not less than three nor more than nine in number, shall hereafter be appointed or elected according to the rules of the society with which they are connected, be governed by the provisions of said sections which relate to the duties of trustees, and have all the powers and be subject to all the liabilities of religious corporations thereunder.

187.10(7) (7) Failure to elect trustees. No failure to elect trustees at the proper time shall work a dissolution of any such corporation, and those once elected shall hold their offices until their successors are elected. In case of the dissolution of any such corporation the same may be reincorporated under the provisions of this section, at any time within six years after such dissolution; and thereupon all the real and personal estate formerly belonging to the same and not lawfully disposed of shall vest in such corporation as if there had been no such dissolution.

187.10(8) (8) Property, title of, to vest in whom. All lands, tenements and hereditaments that have been or may hereafter be lawfully conveyed by demise, gift, grant, purchase or otherwise to any persons or trustees in trust for the use of any religious society organized or which may hereafter be organized within this state, either for a meeting house, burying ground or parsonage shall, with the improvements, vest in such church when incorporated under the provisions of this section, as fully as if originally conveyed to it; and in case the society has not been so reincorporated shall vest in its trustees and be held by them and their successors in trust for it.

187.10(9) (9) Devolution of property of defunct churches. Whenever any local Congregational church shall become defunct or be dissolved, the property thereof shall vest in the Wisconsin Congregational Association, the state organization of said denomination. Any local Congregational church shall be deemed defunct within the meaning of this section when it shall have ceased to maintain at least one regular service per month for a period of two years.

187.10(10) (10) Exception and proviso. The societies of any Congregational church, known as such in both government and name, herein provided for, shall be exempt from the provisions of this chapter, except such as are contained in this section; provided, that the trustees of the funds and property of any church or religious denomination duly elected by any council, convention, conference, synod or other body of authorized representatives of any such church or religious denomination, and otherwise qualified as provided by law, and their successors in office are hereby declared to be a good and sufficient corporation, duly organized and fully formed, constituted and empowered to receive and hold any lands, tenements and hereditaments that may be conveyed to it by demise, gift, grant, purchase or otherwise by or from any person, persons, trustees or corporation in trust for a church, meeting house, parsonage, rectory, school or hospital, or for the other uses and purposes of any such church or denomination, and any property so conveyed with the improvements, appurtenances and conditions thereto annexed shall be held by such trustees and their successors in office, when such conveyance shall have been approved by the council, convention or synod represented by said trustees, exclusively for the purposes of such trust as specified and declared in the conveyance thereof and subject to all the conditions of said conveyance.

187.10 History History: 1975 c. 94 s. 91 (8); 1985 a. 316 s. 25.

187.11 187.11 Property of Church of Christ or Christian Church. Whenever any local religious society of the denomination known as the Church of Christ or the Christian Church that accepts Crossroads College, or any predecessor or successor organization of Crossroads College, as its missionary organization becomes defunct or is dissolved, the property thereof shall vest in Crossroads College, or any successor organization of Crossroads College, and if within 3 years from the date when such local society becomes defunct or is dissolved it is reincorporated in the manner prescribed in s. 187.01, the said property so belonging to such defunct or dissolved local corporation at the time of its dissolution shall vest in such new corporation. Any local religious society shall be deemed defunct within the meaning of this section when it shall have ceased to maintain at least one regular service per month for a period of 2 years. Section 187.03 shall not apply to or affect religious societies of the denomination known as the Church of Christ or the Christian Church.

187.11 History History: 2023 a. 252.

187.13 187.13 Missionary corporations.

187.13(1) (1) Incorporation.

187.13(1)(a) (a) Any 10 persons, over 18 years of age, who are members of churches of any religious sect or denomination, which churches have been or may hereafter be incorporated under the laws of this state and maintain regular public worship, may organize a corporation for religious missionary purposes in the manner herein provided. They shall sign and acknowledge before some officer authorized by law to take acknowledgments of deeds a certificate substantially in the following form:

Know all by these presents: That the undersigned (here insert the names of the signers), members of churches organized and incorporated under the laws of Wisconsin and now maintaining regular public worship, and all other persons who are or may become associated with them for the purposes herein specified have organized themselves into a religious society to be located in (here insert the name of town, city or village), in the county of ...., in the state of Wisconsin, for religious missionary purposes, which society shall be known and incorporated by the name of (here insert the name). And each such person so signing such certificate shall add or cause to be added immediately after the person’s signature the following: Member of this (denomination) church, at (here insert town, village or city), in .... county, Wisconsin, or other words particularly designating the church of which the person is such member.

187.13(1)(b) (b) Such certificate shall be recorded in the office of the register of deeds of such county, and when so recorded the society named therein shall be a corporation and shall possess the powers and privileges granted to corporations by ch. 181 so far as the same are applicable or necessary to accomplish its purposes, and also such as are conferred by this subsection and subs. (2) and (3).

187.13(2) (2) Officers; rules; property. Such corporation may, by its constitution and bylaws, fix the terms and qualifications of membership and office therein, provide rules for the government of the society and its officers, and fix the number of its trustees, not less than three nor more than nine, their terms of office and the manner of appointing or electing the same. It may take and receive by gift, grant, purchase or otherwise and hold and use both real and personal estate for the purposes for which it has been incorporated and no other; and may lease, mortgage, sell and otherwise dispose of the same or any portion thereof at pleasure.

187.13(3) (3) Powers. The secular business and temporal affairs of such corporation shall be administered by the board of trustees. It shall appoint a clerk or secretary and a treasurer, with power to remove the same, and shall cause accurate records of all its proceedings and of all business of such society to be kept, and such board of trustees shall have the custody and management of the corporate property and be governed in its official acts by the rules of the society applicable thereto, and not inconsistent with the laws of this state; and it may adopt and have a corporate seal and alter the same at pleasure. No failure to elect trustees at the proper time shall work a dissolution of any such corporation and those once elected shall hold their offices until their successors are elected. The signers of such certificates shall constitute the first board of trustees or directors, and in like manner shall hold their offices until their successors are elected.

187.13 History History: 1971 c. 213 s. 5; 1975 c. 94 s. 91 (8); 1975 c. 199.