LRB-4838/1
KSH:kmg:hmh
1997 - 1998 LEGISLATURE
February 3, 1998 - Introduced by Representatives Walker, Green, Porter,
Staskunas, Huber, Cullen, Murat, Olsen, Sykora, Kelso, Ladwig, Jeskewitz,
Vrakas, Urban, Gunderson, Goetsch, Grothman and Albers, cosponsored by
Senators Huelsman, Rude, Rosenzweig, Drzewiecki, Panzer, Weeden,
Fitzgerald, Darling, Farrow and George. Referred to Committee on
Judiciary.
AB765,3,2
1An Act to repeal 611.07 (3), 612.21 (5), 612.22 (5), 613.07 (3), 613.81 and 614.07
2(3);
to renumber and amend 611.73 (1) and 611.73 (2);
to amend 13.482 (2)
3(a), 16.30 (1) (a), 16.334 (2) (d), 16.352 (1) (b) 4., 19.32 (1), 19.62 (8), 19.82 (1),
430.92 (1) (br) 5., 32.19 (4) (a) (intro.), 32.19 (4) (b) (intro.), 32.22 (12) (a) (intro.),
536.54 (2) (a) 1., 44.03 (3), 44.60 (1) (b), 45.052 (1) (b), 45.38 (1) (c), 46.035 (1) (c),
646.036 (5m) (a) 1., 46.21 (2) (nm), 46.27 (1) (a) 3., 46.27 (1) (bm), 46.81 (1) (a) 3.,
746.82 (1) (a) 3., 46.93 (1m) (c), 46.997 (1) (d), 49.134 (1) (c), 49.34 (5m) (a) 1.,
859.43 (2) (ag) 1., 59.57 (2) (e) 2., 59.82 (1) (a), 66.501 (6), 66.504 (1) (b), 95.14 (4),
9106.13 (4) (a) 1., 146.50 (1) (k), 146.55 (1) (f), 157.62 (1) (b), 157.62 (2) (b) 1.,
10157.62 (2) (b) 2., 157.62 (2) (b) 7., 180.0401 (2) (a) 2., 180.0401 (2) (a) 3., 180.0401
11(2) (a) 4., 180.0501 (3), 180.1506 (2) (a) 2., 180.1506 (2) (a) 3., 180.1506 (2) (a)
124., 182.031 (2), 185.033 (1), 187.01 (7), 187.22 (3), 188.08 (3), 188.085, 188.09 (3),
13188.11 (3), 188.13 (3), 188.15 (3), 188.16 (3), 188.17 (3), 188.18 (2), 188.19 (3),
14188.20, 188.21 (3), 188.22 (3), 188.23 (3), 188.235 (3), 188.24 (3), 198.13 (4),
1199.08, 199.17, 227.485 (2) (b), 232.07 (2), 234.94 (2) (b) (intro.), 252.12 (1) (c),
2255.05 (1) (b), 255.06 (1) (c), 281.68 (1) (e), 301.235 (1) (c), 440.03 (2), 440.92 (6)
3(b) 1., 560.05 (1) (a), 560.20 (1) (d), 560.60 (18m), 560.80 (7) (b) (intro.), 611.01
4(2), 611.07 (1), 611.07 (2), 611.07 (4), 611.10, 611.12 (2) (intro.), 611.12 (2) (a),
5611.12 (3), 611.12 (4), 611.29 (1), 611.29 (3), 611.29 (5), 611.42 (1), 611.51 (1),
6611.51 (6), 611.51 (7), 611.51 (8), 611.51 (9) (a), 611.53 (3), 611.53 (4), 611.54 (2),
7611.56 (3) (d), 611.56 (5), 611.62 (1), 611.62 (2), 611.62 (3), 611.62 (4), 611.63 (1),
8611.73 (title), 611.73 (3), 611.74 (1), 611.74 (2), 611.74 (3), 611.76 (1) (c), 611.78
9(1), 612.01 (4), 612.03, 612.04 (1), 612.04 (2), 612.11 (2) (a), 612.11 (2) (b), 612.12
10(1) (c), 612.13 (6) (b), 612.21 (title), 612.21 (1), 612.21 (2) (intro.), 612.21 (2) (b),
11612.21 (6), 612.21 (7), 612.22 (title), 612.22 (1), 612.22 (2) (intro.), 612.22 (2) (b),
12612.22 (6), 612.22 (7), 612.70, 613.01 (1), 613.01 (2), 613.01 (3), 613.01 (5),
13613.01 (6), 613.07 (1), 613.07 (2), 613.07 (4), 613.10, 613.12 (1) (intro.), 613.12
14(1) (a), 613.12 (2), 613.29 (1), 613.29 (3), 613.40 (1), 613.40 (2), 613.40 (3), 613.51
15(2), 613.51 (4), 613.51 (5), 613.51 (6), 613.51 (7), 613.52 (1), 613.52 (2), 613.56
16(3) (d), 613.62 (1), 613.62 (2), 613.62 (3), 613.63 (1), 613.63 (2), 613.69 (1), 613.72
17(title), 613.72 (1), 613.72 (2), 613.72 (5), 613.74 (1), 613.74 (2), 613.74 (3), 613.74
18(4), 613.78 (1), 614.01 (6), 614.07 (1), 614.07 (2), 614.07 (4), 614.09, 614.12 (2),
19614.12 (3), 614.12 (4), 614.51 (1), 614.53, 614.74 (1), 614.74 (2), 614.74 (3),
20618.21 (title), 814.245 (2) (a) and 946.82 (4);
to repeal and recreate chapter
21181, 613.51 (1) and 613.69 (title); and
to create 234.94 (2) (b) 2m., 611.12 (2)
22(am), 611.42 (1e), 611.42 (1m), 611.51 (9) (am), 611.51 (9) (b) (title), 611.51 (9)
23(c) (title), 611.73 (1) (b), 611.73 (1) (c), 611.73 (1) (d), 611.73 (2) (b), 611.78 (1m),
1613.12 (1) (am) and 613.56 (5) of the statutes;
relating to: the nonstock
2corporation law and providing penalties.
Analysis by the Legislative Reference Bureau
This bill revises this state's nonstock corporation law. In addition to
reorganizing and modernizing the language of the state's nonstock corporation law,
this bill makes a number of substantive changes, some of which are based on the
revised model Nonprofit Corporations Act, as adopted in 1987 by a subcommittee of
the American Bar Association's Business Law Section. The bill modifies the law to
more closely track the state's stock corporation law. In addition, among other
changes the bill: 1) permits "for-profit" nonstock corporations; 2) requires foreign
nonstock corporations to obtain a certificate of authority to do business in this state;
3) allows foreign nonstock corporations to domesticate in this state; 4) provides for
derivative actions in the right of nonstock corporations; and 5) eliminates the role of
the county registers of deeds in recording documents relating to nonstock
corporations. These and other changes included in the bill are discussed below.
Organization, articles of incorporation and bylaws
The bill changes the incorporation procedure for nonstock corporations. Under
current law, the department of financial institutions (DFI) is required to issue a
certificate of incorporation upon the filing of articles of incorporation of a nonstock
corporation. The bill repeals the requirement that such a certificate be issued.
Under the bill, the nonstock corporation's existence begins with the filing of the
articles of incorporation by DFI. Under current law, if a corporation has members
with voting rights, all amendments to the articles of incorporation must be adopted
by members by a two-thirds vote. This bill allows the directors of a nonstock
corporation to make certain specified types of minor amendments without member
approval. For other types of amendments, the bill requires a vote of two-thirds of
the votes cast by members or a majority of the voting power of members, unless the
articles or bylaws require a greater vote or provide for voting by class. Unlike current
law, the bill contains provisions governing class voting on amendments to the articles
of incorporation and bylaws. The bill also permits the articles of incorporation to
require that all amendments to the articles or bylaws be approved in writing by a
specified person other than the board. Such a provision may be amended only with
the approval in writing of that person.
The bill creates statutory authorization for "emergency bylaws" and
"emergency powers", which are effective only if a catastrophic event prevents a
quorum of the corporation's directors or members from being readily assembled.
Under the bill, during an emergency, the board may modify the lines of succession
to accommodate the incapacity of directors, officers, employes or agents. Emergency
bylaws may contain procedures necessary for managing the corporation during the
emergency, such as different procedures for calling board meetings, different quorum
requirements or procedures for the designation of additional or substitute directors.
The bill also allows directors or members to seek judicial relief when it is impractical
or impossible for the corporation to call or conduct a meeting of directors or members
or when a required meeting is not held as scheduled. Under the judicial relief
provisions created by the bill, the court may issue an order dispensing with
requirements in the articles of incorporation or the bylaws relating to meetings or
voting.
Directors, officers and members
The bill addresses a number of issues relating to directors, officers and
members that are either not specifically addressed under current law or are
addressed under current law with far less detail. For example, the bill creates
specific provisions governing: 1) the admission of members to a nonstock
corporation; 2) certificates evidencing membership; 3) the lack of personal liability
of members for the acts, debts, liabilities or obligations of the corporation; 4) the
purchase of memberships; 5) creditors' actions against members for dues,
assessments and fees; 6) record dates of member meetings; 7) voting agreements and
voting power; 8) resignation of directors; and 9) removal of directors by judicial
proceeding.
Under current law, action may be taken by directors or members of a nonstock
corporation without a meeting if the directors or members act by unanimous written
consent. Under the bill, if permitted by the articles of incorporation, the board of
directors may take action without a meeting by written consent signed by two-thirds
of the directors then in office. If action by written consent is permitted to be taken
by less than all directors, all directors must be noticed immediately of the text of the
written consent and of its effective date and time. The bill also changes provisions
relating to action by members without a meeting. Under the bill, unless limited or
otherwise provided in the articles of incorporation or the bylaws, members may take
action without a meeting if the action is approved by members holding at least 80%
of the voting power, or by a different percentage, not less than 50%, specified in the
articles of incorporation or bylaws. Separately, the bill creates provisions
authorizing action by written ballot. In order for action by written ballot to be
effective, the written ballot procedure must be permitted by the articles of
incorporation or bylaws. Under the procedure, a ballot must be provided to every
member entitled to vote on the matter and the number of votes cast by ballot must
equal or exceed the quorum and voting requirements which would apply if the action
were taken at a meeting.
The bill authorizes members of nonstock corporations to bring derivative
actions in the right of the corporation. Generally, a derivative proceeding may be
brought by one or more members of the corporation having 5% or more of the voting
power of the corporation or by 50 members, whichever is less. The members bringing
the action must have generally been a member of the corporation at the time of the
act or omission complained of and must fairly and adequately represent the interests
of the corporation in enforcing the right of the corporation. The members wishing
to bring a derivative proceeding must have presented a written demand to the
corporation to take appropriate action and, unless the demand is rejected by the
corporation sooner or unless irreparable injury would result, must wait 90 days
before bringing the action. The court is required to dismiss the derivative proceeding
if a majority of independent directors or a court-appointed panel determine that the
maintenance of the derivative proceeding is not in the best interest of the
corporation. The bill contains provisions governing payment of expenses of
derivative actions. In the case of a nonmember nonstock corporation, the provisions
governing derivative actions apply to directors, rather than to the members, of the
corporation. The bill adds a provision, similar to that which applies under current
law to stock corporations, relating to indemnification and insurance against
securities law claims.
Volunteers
The bill makes certain changes to the provisions which limit the liability of
volunteers who provide services to nonstock corporations on behalf of the corporation
without compensation. The changes reflect the enactment, at the federal level, of the
Volunteer Protection Act of 1997. Under current law, the limited liability protections
do not apply to a volunteer who is licensed or certified under state law, if the act or
omission is within the scope of practice under the volunteer's license, certificate,
permit or registration. Under the bill, the limited liability protections apply to such
a person. However, the bill's limited liability provisions do not apply where the
volunteer's negligence occurs in the practice of a profession, trade or occupation that
requires a license or certificate, if the volunteer does not have the required license
or certificate.
Foreign corporations and domestication
Under current law, foreign nonstock corporations are not required to obtain a
certificate of authority to transact business in this state. Foreign corporations are,
however, subject to the same restrictions, penalties and liabilities imposed upon
domestic nonstock corporations. By conducting business in this state or by holding
property in this state, current law deems a foreign corporation to have appointed DFI
as its agent for service of process. This bill modifies the provisions governing foreign
nonstock corporations so that they track the regulation of foreign stock corporations.
As a result, a foreign nonstock corporation may not transact business in this state
until it obtains a certificate of authority from DFI. A foreign nonstock corporation
that does not obtain the required certificate of authority is barred from maintaining
a proceeding in state court until it obtains the certificate. The foreign corporation
is subject to monetary penalties for failing to obtain a required certificate of
authority; however, the validity of its corporate actions in this state are not impaired
and the foreign corporation is not barred from defending itself in a proceeding in this
state. The foreign corporation is required by the bill to continuously maintain a
registered office and a registered agent in this state. The bill subjects a foreign
corporation to annual reporting requirements, which, under current law, apply only
to domestic nonstock corporations.
Current law does not contain a procedure allowing a foreign nonstock
corporation to become a domestic nonstock corporation, although the foreign
corporation may merge into or consolidate with a domestic nonstock corporation.
This bill creates a procedure under which a foreign nonstock corporation may
"domesticate", or become a domestic nonstock corporation. Under the bill, a foreign
nonstock corporation may become a domestic corporation by filing articles of
domestication that state the name of the corporation and the text of the restated
articles of incorporation. The domesticating corporation must also file a certificate
of authentication or status from the jurisdiction from which the corporation is
domesticating and must file articles of dissolution or a similar document in the
jurisdiction from which the corporation is domesticating. The effect of a
domestication is as if the domesticating corporation had merged with a newly
incorporated domestic corporation, except that the original date of incorporation of
the domesticating corporation continues to be the date of incorporation of the
domesticated corporation.
Reporting, filing and notice requirements
Under current law, documents required to be filed under the nonstock
corporation law are forwarded by DFI to county registers of deeds for recording. This
bill eliminates this requirement so that all new filings relating to nonstock
corporations are maintained only by DFI. The bill specifies more clearly the filing
duties of DFI and modifies the procedures for appealing DFI's refusal to file a
document. These provisions parallel those applicable to stock corporations. The bill
adds general provisions governing the effective date and time of documents filed with
DFI, governing how documents filed with DFI may be corrected, governing the
evidentiary effect of a copy of a filed document and governing requests for certificates
of status. The bill adds a general provision regarding how notices are to be given
under the nonstock corporation law.
Distributions
Under current law, nonstock corporations organized under the state's nonstock
corporation law are required to be nonprofit corporations under Wisconsin law,
which means that no part of the corporation's income may be distributed to its
members, directors or officers. This bill authorizes nonstock corporations to make
"for-profit" distributions, if distributions of this type are specifically permitted
under the corporation's articles of incorporation, if the distribution is consistent with
the corporation's purpose, if permitted by the corporation's articles of incorporation,
if the corporation's assets would continue to exceed its liabilities after the
distribution and if the corporation would be able to pay its debts as due after the
distribution.
Mergers and dissolutions
The bill makes a number of changes regarding mergers and dissolutions of
nonstock corporations. Current law provides for both mergers (under which 2 or
more nonstock corporations merge into one of the corporations) and consolidations
(under which 2 or more nonstock corporations consolidate into a new corporation).
This bill eliminates the separate procedures for consolidating nonstock corporations,
although the same effect can be achieved under the bill by forming a new corporation
and having 2 or more corporations merge into the new corporation. The bill
streamlines procedures for the merger of a subsidiary into a parent nonstock
corporation and adds a provision stating that bequests made to a corporation that
merges inure to the benefit of the surviving corporation, unless otherwise specifically
provided in the instrument making the bequest.
The bill changes procedures for judicial dissolution of nonstock corporations.
Under current law, a circuit court may dissolve a nonstock corporation in an action
by a member or a director, if the director or member can establish that certain of the
standards for judicial dissolution applies. The bill removes the ability of a director
to apply for judicial dissolution. Under the bill, judicial dissolution may be ordered
in an action commenced by members only if the action is brought by at least 50
members or by members representing 5% of the voting power of the corporation. The
bill modifies the receivership and custodianship provisions and the dissolution
provisions to track more closely the provisions applicable to stock corporations. For
example, the bill eliminates provisions regarding the adoption of a plan of
distribution and instead simply empowers a dissolved corporation to make provision
for discharging its liabilities and obligations and disposing of its property.
Certain religious societies and insurance companies
Certain of the changes made by the bill also impact religious societies, mutual
insurance companies, town mutual insurance companies, service insurance
corporations and fraternal or mutual benefit societies. Current law provides that
religious societies organized under the state's religious societies law have the same
powers and privileges as nonstock corporations. This provision remains unchanged
by the bill and, as a result, certain of the changes may impact religious societies.
Similarly, current law makes certain provisions of the state's nonstock corporation
law applicable to mutual insurance companies, town mutual insurance companies,
service insurance corporations and fraternal or mutual benefit societies. For the
most part, these same provisions, as revised by the bill, remain applicable to mutual
insurance companies, town mutual insurance companies, service insurance
corporations and fraternal or mutual benefit societies.
Conversion tables
Because of the bill's reorganization of the state's nonprofit corporation law
(chapter 181), there is often no direct correspondence between a section in the
current chapter 181 and the repealed and recreated chapter 181 contained in this
bill. However, the following tables may be helpful in locating where the topic treated
by a section in the current chapter 181 is treated in the chapter as repealed and
recreated by this bill, and vice versa:
Fiscal information
For further information see the state and local fiscal estimate, which will be
printed as an appendix to this bill.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
AB765, s. 1
1Section
1. 13.482 (2) (a) of the statutes is amended to read:
AB765,18,22
13.482
(2) (a) For the purpose of providing housing for state departments and
3agencies, including housing for state offices and the completion of the state office
1building, and to enable the construction, financing and ultimate acquisition thereof
2by the state, the building commission may acquire any necessary lands, and lease
3and re-lease any lands owned by the state and available for the purpose to the
4Wisconsin state public building corporation or other nonstock
, nonprofit corporation
5organized under ch. 181
or any law amendatory thereof or supplemental thereto that
6is a nonprofit corporation, as defined in s. 181.0103 (17). The lease and re-lease shall
7be for a term or terms not exceeding 50 years each
, and shall be made on
the condition
8that such corporation shall construct and provide on such leased lands such building
9projects, including buildings, improvements, facilities or equipment or other capital
10items, as the building commission requires, and shall re-lease the same to the
11building commission upon satisfactory terms as to the rental, maintenance and
12ultimate acquisition by the state as is in its best interests in the judgment of the
13building commission. After such leases and re-leases are executed and until the
14projects are acquired by the state, they shall be operated by the building commission
15through the department of administration, which shall have charge of such property
16as provided in s. 16.85. The building commission shall operate the projects in such
17manner as to provide revenues therefrom sufficient to pay the costs of operation and
18maintenance of the project and to provide for the payments due the Wisconsin state
19public building corporation or other nonstock, nonprofit corporation but if the
20building commission finds and declares that the housing available in any such
21project is in excess of the current housing needs or requirements of the state
22departments and agencies occupying or availing themselves of the space in or
23capacity of such project, the building commission need not operate such project in a
24manner to provide revenues therefrom sufficient to pay the costs of operation and
1maintenance of the project and to provide for the rental payments due the Wisconsin
2state public building corporation or other nonstock, nonprofit corporation.
AB765, s. 2
3Section
2
. 16.30 (1) (a) of the statutes is amended to read:
AB765,18,54
16.30
(1) (a) A nonstock
, nonprofit corporation organized under ch. 181
that is
5a nonprofit corporation, as defined in s. 181.0103 (17).
AB765, s. 3
6Section
3. 16.334 (2) (d) of the statutes is amended to read:
AB765,18,87
16.334
(2) (d) A nonstock
, nonprofit corporation organized under ch. 181
that
8is a nonprofit corporation, as defined in s. 181.0103 (17).
AB765, s. 4
9Section
4. 16.352 (1) (b) 4. of the statutes is amended to read:
AB765,18,1210
16.352
(1) (b) 4. A private nonprofit organization, as defined under s. 108.02
11(19), or a nonstock
, nonprofit corporation
that is organized under ch. 181
and that
12is a nonprofit corporation, as defined in s. 181.0103 (17).
AB765, s. 5
13Section
5. 19.32 (1) of the statutes is amended to read:
AB765,18,2414
19.32
(1) "Authority" means any of the following having custody of a record: a
15state or local office, elected official, agency, board, commission, committee, council,
16department or public body corporate and politic created by constitution, law,
17ordinance, rule or order; a governmental or quasi-governmental corporation except
18for the Bradley center sports and entertainment corporation; a local exposition
19district under subch. II of ch. 229;
any public purpose corporation, as defined in s.
20181.79 (1); any court of law; the assembly or senate; a nonprofit corporation which
21receives more than 50% of its funds from a county or a municipality, as defined in s.
2259.001 (3), and which provides services related to public health or safety to the county
23or municipality; a nonprofit corporation operating the Olympic ice training center
24under s. 42.11 (3); or a formally constituted subunit of any of the foregoing.
AB765, s. 6
25Section
6. 19.62 (8) of the statutes is amended to read:
AB765,19,6
119.62
(8) "State authority" means an authority that is a state elected official,
2agency, board, commission, committee, council, department or public body corporate
3and politic created by constitution, statute, rule or order; a state governmental or
4quasi-governmental corporation;
a public purpose corporation, as defined in s.
5181.79 (1); the supreme court or court of appeals; the assembly or senate; or a
6nonprofit corporation operating the Olympic ice training center under s. 42.11 (3).
AB765,19,189
19.82
(1) "Governmental body" means a state or local agency, board,
10commission, committee, council, department or public body corporate and politic
11created by constitution, statute, ordinance, rule or order; a governmental or
12quasi-governmental corporation except for the Bradley center sports and
13entertainment corporation; a local exposition district under subch. II of ch. 229;
any
14public purpose corporation, as defined in s. 181.79 (1); a nonprofit corporation
15operating the Olympic ice training center under s. 42.11 (3); or a formally constituted
16subunit of any of the foregoing, but excludes any such body or committee or subunit
17of such body which is formed for or meeting for the purpose of collective bargaining
18under subch. I, IV or V of ch. 111.
AB765, s. 8
19Section
8. 30.92 (1) (br) 5. of the statutes is amended to read:
AB765,19,2220
30.92
(1) (br) 5. Does not
have articles of incorporation or bylaws which limit
21or deny the right of any member or any class of members to vote
, as
provided 22permitted under s.
181.16 181.0721 (1).
AB765, s. 9
23Section
9. 32.19 (4) (a) (intro.) of the statutes is amended to read:
AB765,20,824
32.19
(4) (a)
Owner-occupants. (intro.) In addition to amounts otherwise
25authorized by this subchapter, the condemnor shall make a payment, not to exceed
1$25,000, to any displaced person who is displaced from a dwelling actually owned
2and occupied, or from a mobile home site actually owned or occupied, by the displaced
3person for not less than 180 days prior to the initiation of negotiations for the
4acquisition of the property. For the purposes of this paragraph, a
nonprofit 5corporation organized under ch. 181
that is a nonprofit corporation, as defined in s.
6181.0103 (17), may, if otherwise eligible, be considered a displaced owner. A
7displaced owner may elect to receive the payment under par. (b) 1. in lieu of the
8payment under this paragraph. Such payment includes only the following:
AB765, s. 10
9Section
10. 32.19 (4) (b) (intro.) of the statutes is amended to read:
AB765,20,1910
32.19
(4) (b)
Tenants and certain others. (intro.) In addition to amounts
11otherwise authorized by this subchapter, the condemnor shall make a payment to
12any individual or family displaced from any dwelling which was actually and
13lawfully occupied by such individual or family for not less than 90 days prior to the
14initiation of negotiations for the acquisition of such property or, if displacement is not
15a direct result of acquisition, such other event as determined by the department of
16commerce by rule. For purposes of this paragraph, a
nonprofit corporation organized
17under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17), may, if
18otherwise eligible, be considered a displaced tenant. Subject to the limitations under
19par. (bm), such payment shall be either:
AB765, s. 11
20Section
11. 32.22 (12) (a) (intro.) of the statutes is amended to read:
AB765,21,321
32.22
(12) (a) (intro.) Nothing in this section requires the municipality to
22rehabilitate a residential building, if it appears at any time that total cost of
23rehabilitation, including structural repairs and alterations, exceeds 80% of the
24estimated fair market value of the building when rehabilitation is complete. If the
25municipality determines under this paragraph not to rehabilitate a residential
1building condemned under this section, the municipality shall sell the building to
2any
nonprofit corporation organized under ch. 181
that is a nonprofit corporation, as
3defined in s. 181.0103 (17), or any cooperative organized under ch. 185 which:
AB765,21,76
36.54
(2) (a) 1. "Corporation" means a nonstock
, nonprofit corporation
7organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
AB765, s. 13
8Section
13. 44.03 (3) of the statutes is amended to read:
AB765,21,229
44.03
(3) Every affiliated society shall make a report of its work annually to
10the historical society that contains the information specified in s.
181.651 181.1622 11(1) (a) to
(c) (e), which, in its entirety or in part, may be included in the publications
12of the historical society, and upon application of any affiliated society the historical
13society may accept, in behalf of the state, custody of or title to the property, records
14and collections of the affiliated society or may assist in the disposal thereof. If any
15affiliated society becomes, in the opinion of the board of curators of the historical
16society, inactive or defunct, title to such property, records and collections not
17otherwise provided for in the grants of donors or in the articles of incorporation of the
18inactive and defunct society, shall vest in the historical society which shall take
19appropriate action in the public interest for the protection or disposal of such
20property, records and collections. Preference in disposition shall be given to
21historical or related organizations in the area or to whatever county or local
22governmental unit that has aided such affiliate financially.
AB765, s. 14
23Section
14. 44.60 (1) (b) of the statutes is amended to read:
AB765,22,3
144.60
(1) (b) "Nonprofit arts organization" means a
nonprofit corporation
2organized under ch. 181
, that is a nonprofit corporation as defined in s. 181.0103 (17), 3for the purpose of furthering the arts.
AB765, s. 15
4Section
15. 45.052 (1) (b) of the statutes is amended to read:
AB765,22,65
45.052
(1) (b) The powers set forth in s.
181.04 181.0302 and all other
6applicable provisions of ch. 181.
AB765, s. 16
7Section
16. 45.38 (1) (c) of the statutes is amended to read:
AB765,22,108
45.38
(1) (c) "Nonprofit corporation" means a nonstock
, nonprofit corporation
9that is organized under ch. 181
or any law amendatory thereof or supplemental
10thereto and that is a nonprofit corporation, as defined in s. 181.0103 (17).
AB765, s. 17
11Section
17. 46.035 (1) (c) of the statutes is amended to read:
AB765,22,1512
46.035
(1) (c) The term "nonprofit corporation" means a nonstock
, nonprofit 13corporation
that is organized under ch. 181
or any law amendatory thereof or
14supplemental thereto and that is a nonprofit corporation, as defined in s. 181.0103
15(17).
AB765, s. 18
16Section
18. 46.036 (5m) (a) 1. of the statutes is amended to read:
AB765,22,2017
46.036
(5m) (a) 1. "Provider" means a
nonprofit, nonstock corporation
18organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17),
19and that contracts under this section to provide client services on the basis of a unit
20rate per client service.
AB765, s. 19
21Section
19. 46.21 (2) (nm) of the statutes is amended to read:
AB765,23,222
46.21
(2) (nm) May, together with a nonstock
, nonprofit corporation organized
23under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17), and that
24is organized solely for the purpose of operating duly accredited educational programs
1offering baccalaureate and associate degrees in nursing and allied health fields,
2maintain and fund the programs.
AB765, s. 20
3Section
20. 46.27 (1) (a) 3. of the statutes is amended to read:
AB765,23,54
46.27
(1) (a) 3. A private
, nonprofit corporation that is organized under ch. 181
5and that is a nonprofit corporation, as defined in s. 181.0103 (17).
AB765, s. 21
6Section
21. 46.27 (1) (bm) of the statutes is amended to read: