CHAPTER 181

1 Updated 2017 18 Wis. Stats. Published and certified under s. October 1, 2019. 1 Updated 17 18 Wis. Stats. NONSTOCK CORPORATIONS. CHAPTER 181. NONSTOCK CORPORATIONS. SUBCHAPTER I Derivative proceedings; demand. GENERAL PROVISIONS Derivative proceedings; stay of proceedings. Definitions. Derivative proceedings; dismissal. Filing requirements. Derivative proceedings; discontinuance or settlement. Forms. Derivative proceedings; payment of expenses. Filing and service fees. Derivative proceedings; applicability. Effective date and time of document. SUBCHAPTER VIII. Correcting filed document. DIRECTORS AND OFFICERS. Filing duty of department. Requirement for and duties of board. Appeal from department's refusal to file document. Qualifications of directors. Evidentiary effect of copy of filed document. Number of directors. Confirmation of status. Election, designation and appointment of directors. Penalty for false document. Terms of directors generally. Notice. Staggered terms for directors.

2 Judicial relief. Resignation of directors. SUBCHAPTER II Removal of directors elected by members or directors. INCORPORATION Removal of designated or appointed directors. Incorporators. Removal of directors by judicial proceeding. Articles of incorporation. Vacancies. Incorporation. Regular and special meetings. Organization of corporation. Action without meeting. Bylaws. Call and notice of meetings. Emergency bylaws. Waiver of notice. Quorum and voting. SUBCHAPTER III Committees of the board. PURPOSES AND POWERS Director conflict of interest. Purposes. Loans to directors and officers. General powers. Liability for unlawful distributions. Emergency powers. Officers. Effect of unauthorized corporate acts. Duties and authority of officers and agents. Private foundations. Resignation and removal of officers. Offer and sale of securities. Contract rights of officers. SUBCHAPTER IV Reliance by directors or officers. NAME Consideration of interests in addition to members' interests.

3 Corporate name. Limited liability of directors and officers. Reserved name. Statements of changes in directors or principal officers. Registered name. Definitions applicable to indemnification and insurance provisions. Mandatory indemnification. SUBCHAPTER V Determination of right to indemnification. OFFICE AND AGENT Allowance of expenses as incurred. Registered office and registered agent. Corporation may limit indemnification. Change of registered office or registered agent. Additional rights to indemnification and allowance of expenses. Resignation of registered agent. Court ordered indemnification. Service on corporation. Indemnification and allowance of expenses of employees and agents. SUBCHAPTER VI Insurance. MEMBERS AND MEMBERSHIPS Indemnification and insurance against securities law claims. Admission. SUBCHAPTER IX. Consideration and certificates. [RESERVED]. No requirement of members. SUBCHAPTER X. Differences in rights and obligations of members. Transfers.

4 AMENDMENT OF ARTICLES OF. Member's liability to 3rd parties. INCORPORATION AND BYLAWS. Member's liability for dues, assessments and fees. Authority to amend articles of incorporation. Creditor's action against member. Amendment of articles of incorporation by directors. Termination, expulsion and suspension. Amendment of articles of incorporation by directors and members. Purchase of memberships. Class voting by members on amendments to articles of incorporation. Delegates. Articles of amendment. Limited liability of volunteers. Restated articles of incorporation. Amendment of articles of incorporation pursuant to judicial reorganiza- SUBCHAPTER VII tion. MEMBER MEETINGS AND VOTING Effect of amendment and restatement of articles of incorporation. Annual and regular meetings. Amendment of bylaws by directors. Special meeting. Amendment of bylaws by directors and members. Action by written consent. Class voting by members on amendments of bylaws. Notice of meeting.

5 Approval by 3rd persons. Waiver of notice. SUBCHAPTER XI. Record date; determining members entitled to notice and vote. Action by written ballot. MERGER; CONVERSION. Members' list for meeting. Definitions. Approval of plan of merger. Voting entitlement generally. Action on plan by board, members and 3rd persons. Quorum requirements. Merger of subsidiary or parent. Voting requirements. Articles of merger. Proxies. Effect of merger. Cumulative voting for directors. Merger with foreign corporation or foreign stock corporation. Other methods of electing directors. Bequests, devises, and gifts. Acceptance of instruments showing member action. Conversion of cooperative. Voting agreements. Conversion. Voting power. Derivative proceedings; definition. SUBCHAPTER XII. Derivative proceedings; standing. SALE OF ASSETS. 2017 18 wisconsin Statutes updated through 2019 Wis. Act 18 and through all Supreme Court and Controlled Substances Board Orders filed before and in effect on October 1, 2019.

6 Published and certified under s. Changes effective after Octo- ber 1, 2019, are designated by NOTES. (Published 10 1 19). Updated 2017 18 Wis. Stats. Published and certified under s. October 1, 2019. NONSTOCK CORPORATIONS Updated 17 18 Wis. Stats. 2. Sale of assets in regular course of activities and mortgage of assets. Application for certificate of authority. Sale of assets other than in regular course of activities. Amended certificate of authority. SUBCHAPTER XIII Effect of certificate of authority. DISTRIBUTIONS Corporate name of foreign corporation. Prohibited distributions. Registered office and registered agent. Authorized distributions. Change of registered office or registered agent of foreign corporation. Resignation of registered agent of foreign corporation. SUBCHAPTER XIV Service on foreign corporation. DISSOLUTION Withdrawal of foreign corporation. Dissolution by incorporators, directors, members and 3rd persons. Grounds for revocation. Articles of dissolution.

7 Procedure for and effect of revocation. Revocation of dissolution. Appeal from revocation. Effect of dissolution. Domestication of a foreign corporation. Known claims against dissolved corporation. SUBCHAPTER XVI. Survival of remedies and claims. Grounds for administrative dissolution. RECORDS AND REPORTS. Procedure for and effect of administrative dissolution. Corporate records. Reinstatement following administrative dissolution. Inspection of records by members. Appeal from denial of reinstatement. Scope of inspection rights. Grounds for judicial dissolution. Court ordered inspection. Procedure for judicial dissolution. Limitations on use of membership list. Receivership or custodianship. Financial statements for members. Decree of dissolution. Report of indemnification to members. Deposit with secretary of revenue. Annual report for department. SUBCHAPTER XV SUBCHAPTER XVII. FOREIGN CORPORATIONS TRANSITIONAL PROVISIONS. Authority to transact business required.

8 Applicability of CHAPTER . Consequences of transacting business without authority. Saving provisions. SUBCHAPTER I (10p) Electronic signature means an electronic sound, sym- bol, or process, attached to or logically associated with a writing GENERAL PROVISIONS and executed or adopted by a person with intent to authenticate the writing. Definitions. In this CHAPTER : (11) Employee does not include an officer or director who is not otherwise employed by the corporation. (1) Articles of incorporation includes amended and restated articles of incorporation and articles of domestication. (12) Entity means any person other than a natural person. (2) Board means the group of persons vested with the man- (13) Foreign corporation means a nonstock corporation agement of the affairs of the corporation, irrespective of the name organized under a law other than the law of this state. by which such group is designated. (14) Individual means a natural person. Except in ss. (3) Bylaws means the code of rules, other than the articles and , individual includes the estate of an of incorporation, adopted under this CHAPTER for the regulation or individual adjudicated incompetent or a deceased natural person.

9 Management of the affairs of a corporation, by whatever name (15) Member means a person who has membership rights designated. in a corporation in accordance with the provisions of its articles (4) Class means a group of memberships having the same of incorporation or bylaws. rights, whether those rights are identical or are determined by a (16) Membership means the rights and obligations that a formula applied uniformly, with respect to voting, dissolution of member has under a corporation's articles of incorporation and a corporation, and redemption and transfer of memberships. bylaws and this CHAPTER . (5) Corporation or domestic corporation means, except (17) Nonprofit corporation means a corporation that does as used in subs. (13) and (18), a nonstock corporation, including not make distributions, except as authorized under s. a nonprofit corporation, that is subject to the provisions of this (1), (2) and (3). CHAPTER , except a foreign corporation. (18) Nonstock corporation means a corporation without (6) Delegates means those persons elected or appointed to capital stock.

10 Vote in a representative assembly for the election of a director or on other matters. (19) Principal office means the office, whether in or outside this state, of a domestic corporation or foreign corporation in (7) Deliver means deliver by hand, mail, commercial deliv- ery service, electronic transmission, or any other method of deliv- which are located its principal executive offices and, if the domes- ery used in conventional commercial practice. tic corporation or foreign corporation has filed an annual report under s. , that is designated as the principal office in its (8) Department means the department of financial institu- most recent annual report. tions. (20) Proceeding includes a civil suit and criminal, adminis- (9) Director means an individual, designated in the articles trative and investigatory action. of incorporation or bylaws or elected by the incorporators, and the individuals' successors, and an individual elected or appointed by (21) Record date means the date established under s.