181.34 Organization meetings.
181.35 Right to amend articles of incorporation.
181.36 Procedure to amend articles of incorporation.
181.37 Articles of amendment.
181.38 Filing of articles of amendment.
181.39 Restated articles of incorporation.
181.40 Filing and recording court order under bankruptcy laws.
181.41 Effect of amendment.
181.42 Procedure for merger.
181.43 Procedure for consolidation.
181.44 Approval of merger or consolidation.
181.45 Articles of merger or consolidation.
181.46 Effective date of merger or consolidation; abandonment.
181.47 Effect of merger or consolidation.
181.48 Merger or consolidation of domestic and foreign corporations.
181.485 Conversion of cooperative.
181.49 Sale, lease or exchange of assets.
181.50 Voluntary dissolution.
181.51 Distribution of assets.
181.52 Plan of distribution.
181.53 Revocation of voluntary dissolution proceedings.
181.54 Articles of dissolution.
181.55 Filing and recording of articles of dissolution and effect thereof.
181.555 Property omitted from final distribution.
181.56 Involuntary dissolution.
181.561 Grounds for administrative dissolution.
181.562 Procedure for and effect of administrative dissolution.
181.563 Reinstatement following administrative dissolution.
181.564 Appeal from denial of reinstatement.
181.57 Jurisdiction of the circuit court to liquidate assets and business of corporation.
181.58 Procedure in liquidation of corporation by circuit court.
181.59 Qualifications of receivers.
181.60 Filing of claims in liquidation proceedings.
181.61 Discontinuance of liquidation proceedings.
181.62 Decree of involuntary dissolution.
181.63 Filing of decree of dissolution.
181.64 Deposits with state treasury.
181.65 Survival of remedy after dissolution.
181.651 Annual report of domestic corporation.
181.66 Foreign corporations.
181.665 Omission of seal.
181.667 Recording change of principal office.
181.67 Procedure on filing and recording of documents.
181.68 Fees for filing documents and issuing certificates.
181.69 Penalties for false statements.
181.705 When notice not required.
181.71 Voting requirements of articles of incorporation.
181.72 Informal action by members or directors.
181.73 Appeal from department of financial institutions.
181.74 Forms to be furnished by department of financial institutions.
181.75 Application of chapter to rights existing before enactment.
181.76 Applicability of chapter.
181.77 Private foundations.
181.78 Offer and sale of securities.
181.79 Public purpose corporations.
181.01
181.01
Title. This chapter shall be known and may be cited as "The Wisconsin Nonstock Corporation Law".
181.02
181.02
Definitions. As used in this chapter, unless the context otherwise requires the term:
181.02(1)
(1) "Articles of incorporation" includes the original articles of incorporation, or special law or charter corresponding thereto, and all amendments, and includes restated articles of incorporation.
181.02(2)
(2) "Board of directors" means the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated.
181.02(3)
(3) "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.
181.02(4)
(4) "Corporation" or "domestic corporation" means a nonstock nonprofit corporation subject to the provisions of this chapter, except a foreign corporation.
181.02(4m)
(4m) "Department" means the department of financial institutions.
181.02(5)
(5) "Foreign corporation" means a nonprofit corporation organized under laws other than the laws of this state.
181.02(6)
(6) "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its affairs.
181.02(7)
(7) "Member" means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws. Persons, corporations organized under any law, whether stock or nonstock, limited liability companies, partnerships and associations may be members.
181.02(8)
(8) "Nonprofit corporation" means a corporation, no part of the income of which is distributable to its members, directors or officers.
181.02(9)
(9) "Nonstock corporation" means a corporation without capital stock.
181.03
181.03
Purposes. Corporations may be organized under this chapter for any lawful purpose whatever, except banking, insurance, and building or operating public railroads, but subject always to provisions elsewhere in the statutes relating to the organization of specified kinds or classes of corporations.
181.04
181.04
General powers. Each corporation, when no inconsistent provision is made by law or by its articles of incorporation, shall have power:
181.04(2)
(2) To sue and be sued, complain and defend, in its corporate name.
181.04(3)
(3) To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.
181.04(4)
(4) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, and to own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.
181.04(5)
(5) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.
181.04(6)
(6) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other corporations, however or wherever organized, and of associations, trusts, limited liability companies, partnerships, or individuals, or of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof.
181.04(7)
(7) To make contracts, including guarantees, and incur liabilities; to borrow money at such rates of interest as the corporation may determine; to issue its notes, bonds and other obligations; and to secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.
181.04(8)
(8) To invest its funds from time to time and to lend money for its corporate purposes, and to take and hold real and personal property as security for the payment of funds so invested or loaned.
181.04(9)
(9) To conduct its business and affairs, carry on its operations, and have offices and exercise the powers granted by this chapter within or without this state.
181.04(10)
(10) To elect or appoint officers and agents of the corporation, and to define their duties and fix their compensation.
181.04(11)
(11) To make and alter bylaws not inconsistent with its articles of incorporation or with the laws of this state, for the administration and the regulation of the affairs of the corporation.
181.04(12)
(12) To make donations for the public welfare or for charitable, scientific, educational or religious purposes.
181.04(13)
(13) To be a promoter, partner, member, associate or manager of any partnership, limited liability company, joint venture, trust or other enterprise.
181.04(14)
(14) To cease its corporate activities and surrender its corporate franchise.
181.04(15)
(15) To pay pensions and establish pension plans, pension trusts, profit-sharing plans and other incentive plans for directors, officers and employes of the corporation and its subsidiaries.
181.04(16)
(16) To have and exercise all powers necessary or convenient to effect its purposes.
181.04 History
History: 1973 c. 128;
1993 a. 112.
