SB423, s. 27
3Section
27. 49.34 (5m) (a) 1. of the statutes is amended to read:
SB423,24,74
49.34
(5m) (a) 1. "Provider" means a
nonprofit, nonstock corporation organized
5under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17), and that
6contracts under this section to provide client services on the basis of a unit rate per
7client service.
SB423, s. 28
8Section
28. 59.43 (2) (ag) 1. of the statutes is amended to read:
SB423,24,139
59.43
(2) (ag) 1. After June 30, 1991, and subject to s. 59.72 (5), for recording
10any instrument entitled to be recorded in the office of the register of deeds, $10 for
11the first page and $2 for each additional page, except that no fee may be collected for
12recording a change of address that is exempt from a filing fee under s.
181.68 (1) (b)
13or (e) or 185.83 (1) (b).
SB423, s. 29
14Section
29. 59.57 (2) (e) 2. of the statutes is amended to read:
SB423,24,2415
59.57
(2) (e) 2. The articles of incorporation shall be signed and acknowledged
16by persons designated by the board or where counties join in the formation of the
17agency by the boards of those counties and shall include at least 3 of the following
18from each county: the county executive, if there is one; the chairperson of the board;
19the chairperson of the board finance committee, if there is one; the county
20corporation counsel and the county auditor or treasurer in counties having no county
21auditor, and only those persons so signing and acknowledging the articles of
22incorporation shall for the purposes of ch. 181 be the incorporators of the agency.
23When counties join in the formation of the agency, the articles of incorporation shall
24be recorded in the office of the register of deeds of each county.
SB423, s. 30
25Section
30. 59.82 (1) (a) of the statutes is amended to read:
SB423,25,3
159.82
(1) (a) A nonstock
, nonprofit corporation is organized under ch. 181
, and
2that corporation is a nonprofit corporation as defined in s. 181.0103 (17), organized 3for the sole purpose of developing a research and technology park under sub. (2).
SB423, s. 31
4Section
31. 66.501 (6) of the statutes is amended to read:
SB423,25,115
66.501
(6) Definitions. Unless context otherwise requires, the terms
6"buildings", "new buildings" and "existing buildings" as used in this section include
7all buildings, structures, improvements, facilities, equipment or other capital items
8which the governing body of the city, village or town determines to be necessary or
9desirable for the purpose of providing hospital facilities. The term "nonprofit
10corporation" means a nonstock
, nonprofit corporation organized under ch. 181
that
11is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 32
12Section
32. 66.504 (1) (b) of the statutes is amended to read:
SB423,25,1413
66.504
(1) (b) "Nonprofit corporation" means a nonstock
, nonprofit corporation
14organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 33
15Section
33. 95.14 (4) of the statutes is amended to read:
SB423,25,1816
95.14
(4) Any such corporation shall have the general powers of other
17corporations and its articles of organization shall conform to s.
181.31 181.0202 with
18such modifications as this section requires.
SB423, s. 34
19Section
34. 106.13 (4) (a) 1. of the statutes is amended to read:
SB423,25,2220
106.13
(4) (a) 1. "Nonprofit organization" means a nonstock
, nonprofit 21corporation under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103
22(17).
SB423, s. 35
23Section
35. 146.50 (1) (k) of the statutes is amended to read:
SB423,25,2524
146.50
(1) (k) "Nonprofit corporation" means a nonstock
, nonprofit corporation
25organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 36
1Section
36. 146.55 (1) (f) of the statutes is amended to read:
SB423,26,32
146.55
(1) (f) "Nonprofit corporation" means a nonstock
, nonprofit corporation
3organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 37
4Section
37. 157.62 (1) (b) of the statutes is amended to read:
SB423,26,65
157.62
(1) (b) Paragraph (a) does not apply to any person required to file a
6report under s. 180.1622 or
181.651 181.1622.
SB423, s. 38
7Section
38. 157.62 (2) (b) 1. of the statutes is amended to read:
SB423,26,98
157.62
(2) (b) 1. A copy of any report required under sub. (1) (a) or s. 180.1622
9or
181.651 181.1622.
SB423, s. 39
10Section
39. 157.62 (2) (b) 2. of the statutes is amended to read:
SB423,26,1211
157.62
(2) (b) 2. If the cemetery authority is required to file a report under s.
12180.1622 or
181.651 181.1622, the information specified in sub. (1) (a) 3.
SB423, s. 40
13Section
40. 157.62 (2) (b) 7. of the statutes is amended to read:
SB423,26,1614
157.62
(2) (b) 7. The information specified in sub. (1) (a), to the extent
15applicable, if the cemetery is not required to file a report under sub. (1) (a) or s.
16180.1622 or
181.651 181.1622.
SB423, s. 41
17Section
41. 180.0401 (2) (a) 2. of the statutes is amended to read:
SB423,26,1918
180.0401
(2) (a) 2. A corporate name reserved or registered under s. 180.0402
19or, 180.0403
, 181.0402 or 181.0403.
SB423, s. 42
20Section
42. 180.0401 (2) (a) 3. of the statutes is amended to read:
SB423,26,2321
180.0401
(2) (a) 3. The corporate name of a dissolved corporation
or a dissolved
22nonstock corporation that has retained the exclusive use of its name under s.
23180.1405 (3)
or 181.1405 (3), respectively.
SB423, s. 43
24Section
43. 180.0401 (2) (a) 4. of the statutes is amended to read:
SB423,27,2
1180.0401 (2) (a) 4. The fictitious name adopted by a foreign corporation
or a
2foreign nonstock corporation authorized to transact business in this state.
SB423, s. 44
3Section
44. 180.0501 (3) of the statutes is amended to read:
SB423,27,64
180.0501
(3) A foreign corporation
, nonstock corporation or limited liability
5company authorized to transact business in this state whose business office is
6identical with the registered office.
SB423, s. 45
7Section
45. 180.1506 (2) (a) 2. of the statutes is amended to read:
SB423,27,98
180.1506
(2) (a) 2. A corporate name reserved or registered under s. 180.0402
9or, 180.0403
, 181.0402 or 181.0403.
SB423, s. 46
10Section
46. 180.1506 (2) (a) 3. of the statutes is amended to read:
SB423,27,1311
180.1506
(2) (a) 3. The corporate name of a dissolved corporation
or a dissolved
12nonstock corporation that has retained the exclusive use of its name under s.
13180.1405 (3)
or 181.1405 (3), respectively.
SB423, s. 47
14Section
47. 180.1506 (2) (a) 4. of the statutes is amended to read:
SB423,27,1615
180.1506
(2) (a) 4. The fictitious name of another foreign corporation
or
16nonstock corporation authorized to transact business in this state.
SB423,27,2019
Chapter 181
20
Nonstock corporations
SB423,27,2221
Subchapter I
22
General provisions
SB423,27,23
23181.0103 Definitions. In this chapter:
SB423,27,25
24(1) "Articles of incorporation" includes amended and restated articles of
25incorporation and articles of domestication.
SB423,28,2
1(2) "Board" means the group of persons vested with the management of the
2affairs of the corporation, irrespective of the name by which such group is designated.
SB423,28,5
3(3) "Bylaws" means the code of rules, other than the articles of incorporation,
4adopted under this chapter for the regulation or management of the affairs of a
5corporation, by whatever name designated.
SB423,28,9
6(4) "Class" means a group of memberships having the same rights, whether
7those rights are identical or are determined by a formula applied uniformly, with
8respect to voting, dissolution of a corporation, and redemption and transfer of
9memberships.
SB423,28,12
10(5) "Corporation" or "domestic corporation" means, except as used in subs. (13)
11and (18), a nonstock corporation, including a nonprofit corporation, that is subject
12to the provisions of this chapter, except a foreign corporation.
SB423,28,14
13(6) "Delegates" means those persons elected or appointed to vote in a
14representative assembly for the election of a director or on other matters.
SB423,28,16
15(7) "Delivery" means personal delivery or delivery by mail, facsimile or other
16electronic means.
SB423,28,17
17(8) "Department" means the department of financial institutions.
SB423,28,21
18(9) "Director" means an individual, designated in the articles of incorporation
19or bylaws or elected by the incorporators, and the individuals' successors, and an
20individual elected or appointed by any other name or title to act as a member of the
21board.
SB423,28,25
22(10) "Distribution" means the payment of a dividend or any part of the assets,
23income or profit of a corporation to its members, directors or officers, but does not
24include the payment of reasonable compensation, benefits, pensions, incentive
25compensation or the reimbursement of expenses.
SB423,29,2
1(11) "Employe" does not include an officer or director who is not otherwise
2employed by the corporation.
SB423,29,3
3(12) "Entity" means any person other than a natural person.
SB423,29,5
4(13) "Foreign corporation" means a nonstock corporation organized under a
5law other than the law of this state.
SB423,29,8
6(14) "Individual" means a natural person. Except in ss. 181.0802 and
7181.0840, "individual" includes the estate of an incompetent or deceased natural
8person.
SB423,29,10
9(15) "Member" means a person who has membership rights in a corporation in
10accordance with the provisions of its articles of incorporation or bylaws.
SB423,29,12
11(16) "Membership" means the rights and obligations that a member has under
12a corporation's articles of incorporation and bylaws and this chapter.
SB423,29,15
13(17) "Nonprofit corporation" means any corporation, no part of the income of
14which is distributable to its members, directors or officers, except as authorized
15under s. 181.1302 (3).
SB423,29,16
16(18) "Nonstock corporation" means a corporation without capital stock.
SB423,29,21
17(19) "Principal office" means the office, whether in or outside this state, of a
18domestic corporation or foreign corporation in which are located its principal
19executive offices and, if the domestic corporation or foreign corporation has filed an
20annual report under s. 181.1622, that is designated as the principal office in its most
21recent annual report.
SB423,29,23
22(20) "Proceeding" includes a civil suit and criminal, administrative and
23investigatory action.
SB423,29,25
24(21) "Record date" means the date established under s. 181.0707 on which a
25corporation determines the identity of its members for the purposes of this chapter.
SB423,30,3
1(22) "Secretary" means the corporate officer to whom the board has delegated
2responsibility under s. 181.0840 (1) for custody of the minutes of the board's meetings
3and members' meetings and for authenticating the records of the corporation.
SB423,30,5
4(23) "Signed" includes any symbol executed or adopted by a party with present
5intention to authenticate a writing.
SB423,30,6
6(24) "Stock corporation" means a corporation with capital stock.
SB423,30,7
7(25) "Vote" includes authorization by written ballot and written consent.
SB423,30,11
8181.0120 Filing requirements. (1) General requirements. Except as
9provided in sub. (4), a document required or permitted to be filed under this chapter
10with the department must satisfy all of the following requirements to be filed under
11s. 181.0125 (2) (a):
SB423,30,1312
(a) Contain the information required by this chapter, although it may also
13contain other information.
SB423,30,1414
(c) Be in the English language, except that:
SB423,30,1615
1. A corporate name need not be in English if it is written in English letters or
16Arabic or Roman numerals.
SB423,30,1917
2. The certificate of status, or similar document, required of a foreign
18corporation need not be in English if accompanied by a reasonably authenticated
19English translation.
SB423,30,2020
(d) Contain the name of the drafter, if required by s. 182.01 (3).
SB423,30,2121
(e) Be executed in accordance with sub. (3).
SB423,30,2322
(f) Be on the form prescribed by the department if the document is described
23in s. 181.0121 (1).
SB423,30,2524
(g) Be delivered to the department for filing and be accompanied by one exact
25or conformed copy and the filing fee required by s. 181.0122.
SB423,31,3
1(2) Filing by department. The department shall file photocopies or other
2reproduced copies of typewritten or printed documents if the copies are signed and
3satisfy this section.
SB423,31,5
4(3) Execution requirements. (a) Any of the following persons may execute a
5document described in s. 181.0122 (1) (a), (b), (g) to (j), (m) to (s) and (u) to (z):
SB423,31,66
1. An officer of the domestic corporation or foreign corporation.
SB423,31,87
2. If directors have not been selected or the corporation has not been formed,
8an incorporator.
SB423,31,109
3. If the domestic corporation or foreign corporation is in the hands of a receiver,
10trustee or other court-appointed fiduciary, the fiduciary.
SB423,31,1311
(c) The person executing a document shall sign it and, beneath or opposite the
12signature, state his or her name and the capacity in which he or she signs. The
13document may but need not contain any of the following:
SB423,31,1414
1. The corporate seal.
SB423,31,1615
2. An attestation by the secretary or an assistant secretary of the domestic
16corporation or foreign corporation.
SB423,31,1717
3. An acknowledgment, verification or proof.