AB765,74,6
4(3) Inspection at meeting. The corporation shall make the list of members
5available at the meeting, and any member, a member's agent or a member's attorney
6is entitled to inspect the list at any time during the meeting or any adjournment.
AB765,74,15
7(4) Refusal to allow inspection. If the corporation refuses to allow a member,
8a member's agent or a member's attorney to inspect the list of members before or at
9the meeting or to copy the list as permitted under sub. (2), the circuit court for the
10county where a corporation's principal office, or if none in this state, its registered
11office, is located, on application of the member, may summarily order the inspection
12or copying at the corporation's expense and may postpone the meeting for which the
13list was prepared until the inspection or copying is complete and may order the
14corporation to pay the member's costs, including reasonable attorney fees, incurred
15to obtain the order.
AB765,74,17
16(5) Effect of noncompliance. Refusal or failure to prepare or make available
17the list of members does not affect the validity of action taken at the meeting.
AB765,74,20
18181.0721 Voting entitlement generally. (1) In general. Unless the articles
19of incorporation or bylaws provide otherwise, each member is entitled to one vote on
20each matter voted on by the members.
AB765,74,24
21(2) Membership in the name of multiple persons. Unless the articles of
22incorporation or bylaws provide otherwise, if a membership stands of record in the
23names of 2 or more persons, their acts with respect to voting shall have the following
24effect:
AB765,74,2525
(a) If only one votes, such act binds all.
AB765,75,1
1(b) If more than one votes, the vote shall be divided on a prorated basis.
AB765,75,5
2181.0722 Quorum requirements. (1)
In general. Unless this chapter, the
3articles of incorporation, or bylaws provide for a higher or lower quorum, 10% of the
4votes entitled to be cast on a matter must be represented at a meeting of members
5to constitute a quorum on that matter.
AB765,75,8
6(2) Bylaw amendment to decrease quorum requirements. A bylaw
7amendment to decrease the quorum for any member action may be approved by the
8members or, unless prohibited by the bylaws, by the board.
AB765,75,11
9(3) Bylaw amendment to increase quorum requirements. A bylaw amendment
10to increase the quorum required for any member action must be approved by the
11members.
AB765,75,14
12(4) Quorum to take up additional matters. The only matters that may be voted
13upon at an annual or regular meeting of members are those matters that are
14described in the meeting notice, unless at least one of the following conditions is met:
AB765,75,1615
(a) One-third or more of the voting power of the membership is present in
16person or by proxy.
AB765,75,1817
(b) The meeting notice contains a general statement that matters other than
18those specifically described in the notice may be considered at the meeting.
AB765,75,23
19181.0723 Voting requirements. (1)
In general. A majority of the votes
20entitled to be cast by the members present in person or represented by proxy at a
21meeting at which a quorum is present shall be necessary for the adoption of any
22matter voted upon by the members, unless a greater proportion is required by this
23chapter, the articles of incorporation or the bylaws.
AB765,76,3
1(2) Amendment to change voting requirements. A bylaw amendment to
2increase or decrease the vote required for any member action must be approved by
3the members.
AB765,76,9
4(3) Votes by corporations and limited liability companies. A corporate
5member's vote may be cast by the president of the member corporation, or by any
6other officer or proxy appointed by the president of such corporation, in the absence
7of express notice of the designation of some other person by the board of directors or
8bylaws of the member corporation. A limited liability company member's vote may
9be cast by a manager of the member limited liability company.
AB765,76,13
10181.0724 Proxies. (1) Right to vote by proxy. Unless the articles of
11incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy
12to vote or otherwise act for the member by signing an appointment form either
13personally or by an attorney-in-fact.
AB765,76,17
14(2) When effective. An appointment of a proxy is effective when received by
15the secretary or other officer or agent authorized to tabulate votes. An appointment
16is valid for 11 months unless a different period is expressly provided in the
17appointment form.
AB765,76,22
18(3) Effect of death or incapacity. The death or incapacity of the member
19appointing a proxy does not affect the right of the corporation to accept the proxy's
20authority unless notice of the death or incapacity is received by the secretary or other
21officer or agent authorized to tabulate votes before the proxy exercises authority
22under the appointment.
AB765,76,24
23(4) Revocability. An appointment of a proxy is revocable by the member unless
24the appointment form conspicuously states that it is irrevocable.
AB765,77,2
1(5) Methods of revocation. Appointment of a proxy is revoked by the person
2appointing the proxy in any of the following ways:
AB765,77,33
(a) Attending any meeting and voting in person.
AB765,77,64
(b) Signing and delivering to the secretary or other officer or agent authorized
5to tabulate proxy votes either a writing stating that the appointment of the proxy is
6revoked or a subsequent appointment form.
AB765,77,10
7(6) Acceptance by corporation. Subject to s. 181.0727 and any express
8limitation on the proxy's authority appearing on the face of the appointment form,
9a corporation is entitled to accept the proxy's vote or other action as that of the
10member making the appointment.
AB765,77,15
11181.0725 Cumulative voting for directors. (1) In general. If the articles
12of incorporation or bylaws provide for cumulative voting by members, members may
13so vote, by multiplying the number of votes the members are entitled to cast by the
14number of directors for whom they are entitled to vote, and cast the product for a
15single candidate or distribute the product among 2 or more candidates.
AB765,77,17
16(2) When not authorized. Cumulative voting is not authorized at a particular
17meeting unless any of the following occurs:
AB765,77,1918
(a) The meeting notice or statement accompanying the notice states that
19cumulative voting will take place.
AB765,77,2320
(b) A member gives notice during the meeting and before the vote is taken of
21the member's intent to cumulate votes, and if one member gives this notice all other
22members participating in the election are entitled to cumulate their votes without
23giving further notice.
AB765,78,5
24(3) Removal of directors. A director elected by cumulative voting may be
25removed by the members without cause if the requirements of s. 181.0808 are met
1unless the votes cast against removal, or not consenting in writing to such removal,
2would be sufficient to elect such director if voted cumulatively at an election at which
3the same total number of votes were cast, or, if such action is taken by written ballot,
4all memberships entitled to vote were voted, and the entire number of directors
5authorized at the time of the director's most recent election were then being elected.
AB765,78,7
6(4) Identical membership and directors. Members may not cumulatively vote
7if the directors and members are identical.
AB765,78,11
8181.0726 Other methods of electing directors. A corporation may provide
9in its articles of incorporation or bylaws for election of directors by members or
10delegates on the basis of chapter or other organizational unit; by region or other
11geographic unit; by preferential voting; or by any other reasonable method.
AB765,78,16
12181.0727 Acceptance of instruments showing member action. (1) When
13name corresponds to member. If the name signed on a vote, consent, waiver, or proxy
14appointment corresponds to the name of a member, the corporation if acting in good
15faith is entitled to accept the vote, consent, waiver, or proxy appointment and give
16it effect as the act of the member.
AB765,78,21
17(2) When name does not correspond to member. If the name signed on a vote,
18consent, waiver, or proxy appointment does not correspond to the record name of a
19member, the corporation if acting in good faith is nevertheless entitled to accept the
20vote, consent, waiver, or proxy appointment and give it effect as the act of the member
21if any of the following conditions exists:
AB765,78,2322
(a) The member is an entity and the name signed purports to be that of an
23officer or agent of the entity.
AB765,79,224
(b) The name signed purports to be that of an attorney-in-fact of the member
25and if the corporation requests, evidence acceptable to the corporation of the
1signatory's authority to sign for the member has been presented with respect to the
2vote, consent, waiver, or proxy appointment.
AB765,79,53
(c) Two or more persons hold the membership as cotenants or fiduciaries and
4the name signed purports to be the name of at least one of the coholders and the
5person signing appears to be acting on behalf of all of the coholders.
AB765,79,10
6(3) When corporation is entitled to reject. The corporation is entitled to
7reject a vote, consent, waiver, or proxy appointment if the secretary or other officer
8or agent authorized to tabulate votes, acting in good faith, has reasonable basis for
9doubt about the validity of the signature on it or about the signatory's authority to
10sign for the member.
AB765,79,14
11(4) Liability. The corporation and its officer or agent who accepts or rejects a
12vote, consent, waiver, or proxy appointment in good faith and in accordance with the
13standards of this section are not liable in damages to the member for the
14consequences of the acceptance or rejection.
AB765,79,17
15(5) Validity of action. Corporate action based on the acceptance or rejection
16of a vote, consent, waiver, or proxy appointment under this section is valid unless a
17court of competent jurisdiction determines otherwise.
AB765,79,21
18181.0730 Voting agreements. (1) Permissible agreements. Unless
19prohibited by a corporation's articles of incorporation or bylaws, two or more
20members may provide for the manner in which they will vote by signing an
21agreement for that purpose.
AB765,79,23
22(2) Enforceability. A voting agreement created under this section is
23specifically enforceable.
AB765,80,5
24181.0735 Voting power. Voting power is determined by taking the total
25number of votes entitled to be cast for the election of directors at the time the
1determination of voting power is made, excluding a vote which is contingent upon the
2happening of a condition or event that has not occurred at the time. Where a class
3is entitled to vote as a class for directors, the determination of voting power of the
4class shall be based on the percentage of the number of directors the class is entitled
5to elect out of the total number of authorized directors.
AB765,80,9
6181.0740 Derivative proceedings; definition. In ss. 181.0740 to 181.0747,
7"derivative proceeding" means a civil suit in the right of a corporation or, to the extent
8provided in ss. 181.0741, 181.0743 and 181.0745 to 181.0747, in the right of a foreign
9corporation.
AB765,80,14
10181.0741 Derivative proceedings; standing. A derivative proceeding may
11be brought in the right of a corporation or foreign corporation to procure a judgment
12in its favor by one or more members having 5% or more of the voting power or by 50
13members, whichever is less, if each of these members meets all of the following
14conditions:
AB765,80,17
15(1) Membership. The member was a member of the corporation at the time of
16the act or omission complained of or became a member through transfer by operation
17of law from a person who was a member at that time.
AB765,80,19
18(2) Representing corporation's interests. The member fairly and adequately
19represents the interests of the corporation in enforcing the right of the corporation.
AB765,80,21
20181.0742 Derivative proceedings; demand. No member may commence a
21derivative proceeding until all of the following occur:
AB765,80,23
22(1) Written demand. A written demand is made upon the corporation to take
23suitable action.
AB765,81,3
24(2) Expiration of 90-day period. Ninety days expire from the date on which a
25demand under sub. (1) was made, unless the member is notified before the expiration
1of the 90 days that the corporation has rejected the demand or unless irreparable
2injury to the corporation would result by waiting for the expiration of the 90-day
3period.
AB765,81,7
4181.0743 Derivative proceedings; stay of proceedings. If the corporation
5or foreign corporation commences an inquiry into the allegations made in the
6demand under s. 181.0742 (1) or in the complaint, the court may stay any derivative
7proceeding for the period that the court considers appropriate.
AB765,81,14
8181.0744 Derivative proceedings; dismissal. (1) When dismissal
9required. The court shall dismiss a derivative proceeding on motion by the
10corporation if the court finds, subject to the burden of proof assigned under sub. (5)
11or (6), that one of the groups specified in sub. (2) or (6) has determined, acting in good
12faith after conducting a reasonable inquiry upon which its conclusions are based,
13that maintenance of the derivative proceeding is not in the best interests of the
14corporation.
AB765,81,16
15(2) Independent director determination. Unless a panel is appointed under
16sub. (6), the determination in sub. (1) shall be made by any of the following:
AB765,81,1817
(a) A majority vote of independent directors present at a meeting of the board
18of directors if the independent directors constitute a quorum.
AB765,81,2219
(b) A majority vote of a committee consisting of 2 or more independent directors
20appointed by a majority vote of the independent directors present at a meeting of the
21board of directors, whether or not the voting independent directors constitute a
22quorum.
AB765,81,25
23(3) Who is considered an independent director. Whether a director is
24independent for purposes of this section may not be determined solely on the basis
25of any one or more of the following factors:
AB765,82,2
1(a) The nomination or election of the director by persons who are defendants
2in the derivative proceeding or against whom action is demanded.
AB765,82,43
(b) The naming of the director as a defendant in the derivative proceeding or
4as a person against whom action is demanded.
AB765,82,65
(c) The approval by the director of the act being challenged in the derivative
6proceeding or demand if the act resulted in no personal benefit to the director.
AB765,82,9
7(4) Pleadings when demand rejected. If a derivative proceeding is commenced
8after a determination was made rejecting a demand by a member, the complaint shall
9allege with particularity facts establishing any of the following:
AB765,82,1110
(a) That a majority of the board of directors did not consist of independent
11directors at the time that the determination was made.
AB765,82,1212
(b) That the requirements of sub. (1) have not been met.
AB765,82,18
13(5) Burden of proof. If a majority of the board of directors did not consist of
14independent directors at the time that the determination rejecting a demand was
15made, the corporation shall have the burden of proving that the requirements of sub.
16(1) have been met. If a majority of the board of directors consisted of independent
17directors at the time that the determination was made, the members shall have the
18burden of proving that the requirements of sub. (1) have not been met.
AB765,82,23
19(6) Court-appointed panel. Upon motion by the corporation, the court may
20appoint a panel of one or more independent persons to determine whether
21maintenance of the derivative proceeding is in the best interests of the corporation.
22If a panel is appointed under this subsection, the members shall have the burden of
23proving that the requirements of sub. (1) have not been met.
AB765,83,3
1181.0745 Derivative proceedings; discontinuance or settlement. A
2derivative proceeding may not be discontinued or settled without the court's
3approval.
AB765,83,6
4181.0746 Derivative proceedings; payment of expenses. (1) Authority
5of court. On termination of the derivative proceeding, the court may do any of the
6following:
AB765,83,127
(a) Notwithstanding s. 814.04 (1), order the domestic corporation or foreign
8corporation to pay the plaintiff's reasonable expenses, including attorney fees,
9incurred in the derivative proceeding by the members who commenced or
10maintained the derivative proceeding if the court finds that the derivative
11proceeding has resulted in a substantial benefit to the domestic corporation or
12foreign corporation.
AB765,83,1713
(b) Order the members who commenced or maintained the derivative
14proceeding to pay any defendant's reasonable expenses, including attorney fees,
15notwithstanding s. 814.04 (1), incurred in defending the derivative proceeding if the
16court finds that the derivative proceeding was commenced or maintained without
17reasonable cause or for an improper purpose.
AB765,83,23
18(2) Security for expenses. In any action brought in the right of any corporation
19by fewer than 3% of the members, the defendants shall be entitled, upon application
20to the court, to require the plaintiffs to give security for the reasonable expenses,
21including attorney fees. The amount of the security may be increased or decreased
22by the court having jurisdiction over the action upon a showing that the security has
23or may become inadequate or excessive.
AB765,84,2
24181.0747 Derivative proceedings; applicability. (1) To foreign
25corporations. In any derivative proceeding in the right of a foreign corporation, the
1matters covered by ss. 181.0741, 181.0742 and 181.0744 shall be governed by the
2laws of the jurisdiction of incorporation of the foreign corporation.
AB765,84,6
3(2) To corporations without members. Unless the articles of incorporation or
4bylaws provided otherwise at the time of the act or omission complained of, ss.
5181.0741 to 181.0746 apply to corporations without members, except that all
6references to "member" shall be read as "director".
AB765,84,87
Subchapter VIII
8
Directors and officers
AB765,84,10
9181.0801 Requirement for and duties of board. (1) Board required. A
10corporation shall have a board.
AB765,84,13
11(2) Powers of board. Except as provided in this chapter or sub. (3), all
12corporate powers shall be exercised by or under the authority of, and the affairs of
13the corporation managed under the direction of, its board.
AB765,84,18
14(3) Delegation. (a) The articles of incorporation or bylaws approved by the
15members, if any, may authorize a person to exercise some or all of the powers which
16would otherwise be exercised by a board. To the extent so authorized such a person
17shall have the duties and responsibilities of the board, and the directors shall be
18relieved to that extent from such duties and responsibilities.
AB765,84,2019
(b) A person is not a member of the board solely because of powers delegated
20to that person under par. (a).
AB765,84,24
21181.0802 Qualifications of directors. A director shall be an individual. The
22articles of incorporation or bylaws may prescribe other qualifications for directors.
23A director need not be a resident of this state or a member of the corporation unless
24the articles of incorporation or bylaws so prescribe.
AB765,85,3
1181.0803 Number of directors. (1) Minimum number. A board shall consist
2of 3 or more individuals, with the number specified in or fixed in accordance with the
3articles of incorporation or bylaws.
AB765,85,6
4(2) Changes in board size. The number of directors may be increased or, subject
5to sub. (1), decreased from time to time by amendment to, or in the manner provided
6in, the articles of incorporation or bylaws.
AB765,85,12
7181.0804 Election, designation and appointment of directors. (1) 8Corporation with members. If the corporation has members, all of the directors
9except the initial directors shall be elected at the first annual meeting of members,
10and at each annual meeting thereafter, unless the articles of incorporation or bylaws
11provide some other time or method of election, or provide that some of the directors
12are appointed by some other person or are designated.
AB765,85,17
13(2) Corporation without members. If the corporation does not have members,
14all of the directors except the initial directors shall be elected, appointed or
15designated as provided in the articles of incorporation or bylaws. If no method of
16designation or appointment is set forth in the articles of incorporation or bylaws, the
17directors other than the initial directors shall be elected by the board.
AB765,85,21
18181.0805 Terms of directors generally. (1) In general. The articles of
19incorporation or bylaws shall specify the term of a director. In the absence of any
20term specified in the articles of incorporation or bylaws, the term of a director shall
21be one year. Directors may be elected for successive terms.
AB765,85,23
22(2) Effect of changes on incumbent. A decrease in the number of directors or
23term of office does not shorten an incumbent director's term.
AB765,86,2
24(3) Vacancies. Except as provided in the articles of incorporation or bylaws,
25the term of a director filling a vacancy in the office of a director elected by members
1expires at the next election of directors by members and the term of a director filling
2any other vacancy expires at the end of the unexpired term that the director is filling.
AB765,86,7
3(4) Service after expiration of term. Except as provided in the articles of
4incorporation or bylaws, despite the expiration of a director's term, the director
5continues to serve, subject to ss. 181.0807 to 181.0810, until the director's successor
6is elected, designated or appointed and qualifies, or until there is a decrease in the
7number of directors.
AB765,86,9
8181.0806 Staggered terms for directors. Directors may be divided into
9classes and the terms of office of the several classes need not be uniform.
AB765,86,12
10181.0807 Resignation of directors. (1)
Notice. A director may resign at
11any time by delivering written notice to the presiding officer of the board or to the
12president or secretary.
AB765,86,17
13(2) When effective. A resignation is effective when the notice is received
14unless the notice specifies a later effective date. If a resignation is made effective at
15a later date, the board may make the effective date earlier and fill the pending
16vacancy before the effective date if the board provides that the successor does not
17take office until the effective date.
AB765,86,20
18181.0808 Removal of directors elected by members or directors. Except
19as otherwise provided in the articles of incorporation or bylaws of a corporation, all
20of the following apply:
AB765,86,22
21(1) Removal in general. The members may remove, with or without cause, one
22or more directors elected by them.