SB423,160,2
23(2) Accountant's report or officer's statement. If annual financial
24statements are reported upon by a public accountant, the accountant's report must
25accompany them. If not, the statements must be accompanied by a statement of the
1president or the person responsible for the corporation's financial accounting records
2that includes all of the following:
SB423,160,53
(a) A statement of the president's or other person's reasonable belief as to
4whether the statements were prepared on the basis of generally accepted accounting
5principles and, if not, describing the basis of preparation.
SB423,160,76
(b) A description of any respects in which the statements were not prepared on
7a basis of accounting consistent with the statements prepared for the preceding year.
SB423,160,12
8181.1621 Report of indemnification to members. If a corporation
9indemnifies or advances expenses to a director under s. 181.0874, 181.0877 or
10181.0881 in connection with a proceeding by or in the right of the corporation, the
11corporation shall report the indemnification or advance in writing to the members
12with or before the notice of the next meeting of members.
SB423,160,20
13181.1622 Annual report for department.
(1) Content. Each domestic
14corporation and each foreign corporation authorized to transact business in this
15state shall file with the department an annual report under this section. The
16department shall forward by 1st class mail a report form to every corporation that
17has filed an annual report during the past 2 years. The department shall mail the
18report form no later than 60 days before the date on which the corporation is required
19by this chapter to file an annual report. The annual report shall include all of the
20following information:
SB423,160,2221
(a) The name of the domestic corporation or foreign corporation and the state
22or country under whose law it is incorporated.
SB423,160,2423
(b) The mailing address of its registered office and the name of its registered
24agent at that office in this state.
SB423,160,2525
(c) The mailing address of its current principal office.
SB423,161,1
1(d) The name and business address of each director and principal officer.
SB423,161,22
(e) A brief description of the nature of its business.
SB423,161,33
(f) Whether the corporation has members.
SB423,161,5
4(2) Accuracy. Information in the annual report shall be current as of the date
5on which the annual report is executed on behalf of a domestic corporation.
SB423,161,9
6(3) Filing deadline. (a) A domestic corporation shall deliver its annual report
7to the department in each year following the calendar year in which the domestic
8corporation was incorporated or domesticated under s. 181.1533, during the
9calendar year quarter in which the anniversary date of incorporation occurs.
SB423,161,1310
(b) A foreign corporation authorized to transact business in this state shall
11deliver its annual report to the department during the first calendar quarter of each
12year following the calendar year in which the foreign corporation becomes
13authorized to transact business in this state.
SB423,161,20
14(4) Failure to contain required information. If an annual report does not
15contain the information required by this section, the department shall promptly
16notify the reporting domestic corporation or foreign corporation in writing and
17return the report to it for correction. The notice shall comply with s. 181.0141. If the
18annual report is corrected to contain the information required by this section and
19delivered to the department within 30 days after the effective date of the notice under
20s. 181.0141 (5), the annual report is timely filed.
SB423,161,22
21(5) Effective date of report. An annual report is effective on the date that it
22is filed by the department.
SB423,161,2423
Subchapter XVII
24
Transitional provisions
SB423,162,5
1181.1701 Applicability of chapter. (1) Domestic corporations. (a) Except
2as provided in par. (b), this chapter applies to all corporations in existence on the
3effective date of this paragraph .... [revisor inserts date], that were incorporated
4under or have elected to become subject to ch. 181, 1995 stats., and all corporations
5without stock organized under corresponding prior general corporation laws.
SB423,162,106
(b) A domestic corporation without stock not organized as provided under par.
7(a) is not subject to this chapter but may at any time elect to become subject to this
8chapter by filing restated articles of incorporation in accordance with the provisions
9of this chapter. The restated articles shall state that the corporation elects to become
10subject to this chapter.
SB423,162,1611
(c) A domestic corporation without stock which is not subject to this chapter and
12which does not elect to become subject to it may conduct and administer its business
13and affairs under the provisions of this chapter to the extent that the provisions of
14this chapter are not inconsistent with the articles or form of organization of such
15corporation or with any provisions elsewhere in the statutes or under any law
16relating to such corporation.
SB423,162,1917
(d) An industrial development agency formed under s. 59.57 (2) shall, to the
18extent not inconsistent with that subsection, conduct and administer its business in
19accordance with this chapter.
SB423,162,22
20(2) Foreign corporations. This chapter applies to all foreign corporations
21transacting business in this state beginning on the effective date of this subsection
22.... [revisor inserts date].
SB423,162,24
23181.1703 Saving provisions. (1) Effect of repeal. Except as provided in
24sub. (2), the repeal of a statute by this chapter does not affect any of the following:
SB423,162,2525
(a) The operation of the statute or any action taken under it before its repeal.
SB423,163,2
1(b) Any ratification, right, remedy, privilege, obligation, or liability acquired,
2accrued, or incurred under the statute before its repeal.
SB423,163,43
(c) Any violation of the statute or any penalty, forfeiture, or punishment
4incurred because of the violation, before its repeal.
SB423,163,75
(d) Any proceeding, reorganization, or dissolution commenced under the
6statute before its repeal, and the proceeding, reorganization, or dissolution may be
7completed in accordance with the statute as if it had not been repealed.
SB423,163,108
(e) Any meeting of members or the board or action by written consent noticed
9or any action taken before its repeal as a result of a meeting of members or a board
10or action by written consent.
SB423,163,14
11(2) Penalties and punishments. If a penalty or punishment imposed for
12violation of a statute repealed by this chapter is reduced by this chapter, the penalty
13or punishment if not already imposed shall be imposed in accordance with this
14chapter.
SB423,163,17
15(3) Reinstatement of dissolved corporation. Section 181.1422 applies to any
16involuntary or administrative dissolution, even if the dissolution occurred before the
17effective date of this subsection.
SB423, s. 49
18Section
49. 182.031 (2) of the statutes is amended to read:
SB423,163,2519
182.031
(2) Powers; place of business. Every such corporation shall possess
20all the rights and powers conferred upon corporations by chs. 180 and 184. It may
21have its principal place of business without the state. If its principal place of business
22is outside the state, process in actions against it may be served as provided in s.
23180.1510 for service on a foreign stock corporation authorized to transact business
24in this state
or upon the department of financial institutions as provided in s. 181.66
25(2) for service upon a foreign nonprofit corporation.
SB423, s. 50
1Section
50. 185.033 (1) of the statutes is amended to read:
SB423,164,72
185.033
(1) If the articles contain a prohibition on changes to the provision
3establishing the basis of distribution as provided in s. 185.05 (1) (j), no changes may
4be made to the provision including by amendment under s. 185.51 or 185.52,
5approval of a plan of division under s. 185.63, adoption of restated articles under s.
6185.54, approval of a plan of merger or consolidation under s. 185.61 and conversion
7to a nonstock corporation under s.
181.485 181.1150.
SB423, s. 51
8Section
51. 187.01 (7) of the statutes is amended to read:
SB423,164,159
187.01
(7) Amendment of articles. Such corporation may amend its articles
10of organization or constitution at a regular meeting of said corporation by the
11majority vote of the members present so that such corporation has the right to merge
12with and transfer all of its real estate and personal property to another corporation
13of the same religious denomination. Any other amendments to either the articles of
14organization or to the constitution of such corporation shall be made in accordance
15with
s. 181.36 ss. 181.1002 to 181.1004.
SB423, s. 52
16Section
52. 187.22 (3) of the statutes is amended to read:
SB423,164,2117
187.22
(3) By an affirmative vote of members as provided in
s. 181.17 ss.
18181.0722 and ss. 181.0723, if there are members having voting rights. Membership
19rights owned by, or voted under the control of, persons who are at the time parties
20to the same or related proceedings, whether as plaintiffs or defendants or in any
21other capacity, may not be voted in making the determination.
SB423, s. 53
22Section
53. 188.08 (3) of the statutes is amended to read:
SB423,165,523
188.08
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
24corporations organized under s. 188.08. In the execution of any conveyance or
25encumbrance by such corporations, the post, county or district, or department
1commander, and the post, county or district council, or department adjutant, or like
2or similar officers, shall have the powers and duties granted to presidents and
3secretaries respectively under s. 706.03 (2) and (3). The provisions of this section
4shall apply to all corporations incorporated hereunder whether incorporated before
5or after May 14, 1937.
SB423, s. 54
6Section
54. 188.085 of the statutes is amended to read:
SB423,166,5
7188.085 Changing names and dissolving units of the American Legion. 8Any post, county, district council, department or other unit of the American Legion
9or of the auxiliary of the American Legion which has become a body corporate under
10the provisions of s. 188.08 may change its name or dissolve by the adoption of a
11written resolution to that effect, by a vote of a majority of its members present at a
12meeting called for that purpose and by filing the same as herein provided. Such
13resolution, with a certificate thereto affixed, signed by the commander and adjutant,
14or like or similar officers, stating the facts, including the date of the adoption of such
15resolution, the number of members present at such meeting, and the number of
16members who voted for the adoption of the resolution, shall be forwarded to and filed
17with the department of financial institutions, and thereupon the name of such
18corporation shall be changed or the corporation shall cease to exist, as the case may
19be. In lieu of the foregoing method of dissolution, any corporation formed under s.
20188.08 may be dissolved by the filing of a certificate with the department of financial
21institutions reciting that such corporation has ceased to be a unit of the American
22Legion or its auxiliary. Such certificate shall be signed by the national commander
23and national adjutant of the American Legion or by the state commander and state
24adjutant of the American Legion, department of Wisconsin. In the case of units of
25the auxiliary the certificates shall be signed by the national president and national
1secretary or the department president and department secretary. Corporations
2dissolved under this section shall continue to have corporate existence
for the time
3and purposes specified in s. 181.65, subject to the limitations on their activities under
4s. 181.1405. No fee shall be charged by the department of financial institutions for
5such filing.
SB423, s. 55
6Section
55. 188.09 (3) of the statutes is amended to read:
SB423,166,147
188.09
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
8corporations organized under s. 188.09. In the execution of any conveyance or
9encumbrance by such corporations, the chapter or department commander and the
10chapter or department adjutant, or like or similar officers of any of the affiliated or
11auxiliary organizations, shall have the powers and duties granted to presidents and
12secretaries respectively under s. 706.03 (2) and (3). The provisions of this section
13shall apply to all corporations incorporated hereunder whether incorporated before
14or after May 14, 1937.
SB423, s. 56
15Section
56. 188.11 (3) of the statutes is amended to read:
SB423,166,2216
188.11
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
17corporations organized under s. 188.11. In the execution of any conveyance or
18encumbrance by such corporations, the post or department commander and the post
19or department adjutant, or like or similar officers, shall have the powers and duties
20granted to presidents and secretaries respectively under s. 706.03 (2) and (3). The
21provisions of this section shall apply to all corporations incorporated hereunder
22whether incorporated before or after May 14, 1937.
SB423, s. 57
23Section
57. 188.13 (3) of the statutes is amended to read:
SB423,167,224
188.13
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
25corporations organized under s. 188.13. The provisions of this section shall apply to
1all corporations incorporated hereunder whether incorporated before or after March
228, 1939.
SB423, s. 58
3Section
58. 188.15 (3) of the statutes is amended to read:
SB423,167,104
188.15
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
5corporations organized under s. 188.15. In the execution of any conveyance or
6encumbrance by such corporations, the detachment or department commandant and
7the detachment or department adjutant, or like or similar officers, shall have the
8powers and duties granted to presidents and secretaries, respectively, under s.
9706.03 (2) and (3). The provisions of this section shall apply to all corporations
10incorporated hereunder whether incorporated before or after June 4, 1941.
SB423, s. 59
11Section
59. 188.16 (3) of the statutes is amended to read:
SB423,167,1912
188.16
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
13corporations organized under this section. In the execution of any conveyance or
14encumbrance by such corporations, the chapter, county or district, or department
15commander, and the chapter, county or district council, or department adjutant, or
16like or similar officers, shall have the powers and duties granted to presidents and
17secretaries respectively under s. 706.03 (2) and (3). The provisions of subs. (1) and
18(2) shall apply to all corporations incorporated thereunder whether incorporated
19before or after March 28, 1943.
SB423, s. 60
20Section
60. 188.17 (3) of the statutes is amended to read:
SB423,168,221
188.17
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
22corporations organized under s. 188.17. In the execution of any conveyance or
23encumbrance by such corporation the commandant and the ship's writer, or like or
24similar officers, shall have the powers and duties granted to presidents and
25secretaries respectively under s. 706.03 (2) and (3). The provisions of this section
1shall apply to all corporations incorporated hereunder whether incorporated before
2or after April 8, 1943.
SB423, s. 61
3Section
61. 188.18 (2) of the statutes is amended to read:
SB423,168,84
188.18
(2) All acts done by the department or any chapter or other unit so
5incorporated or its constituted authorities shall be considered acts of such
6department, chapter or other unit as a body corporate and no personal liability shall
7be attached to any member thereof. The provisions of ss. 180.0203 and
181.32 8181.0203 shall not apply to corporations organized under this section.
SB423, s. 62
9Section
62. 188.19 (3) of the statutes is amended to read:
SB423,168,1510
188.19
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
11corporations organized under s. 188.19. In the execution of any conveyance or
12encumbrance by such corporations, the post, county or district, or department
13commander, or the post, county or district council, or department adjutant or like or
14similar officers, shall have the powers and duties granted to presidents and
15secretaries respectively under s. 706.03 (2) and (3).
SB423, s. 63
16Section
63. 188.20 of the statutes is amended to read:
SB423,169,16
17188.20 Changing names and dissolving units. Any post, county, district
18council, department or other unit of the American Veterans of World War II
19(AMVETS) or of the auxiliary of the American Veterans of World War II (AMVETS)
20which has become a body corporate under the provisions of s. 188.19 may change its
21name or dissolve by the adoption of a written resolution to that effect by a vote of a
22majority of its members present at a meeting called for that purpose and by filing the
23same as herein provided. Such resolution, with a certificate thereto affixed, signed
24by the commander and adjutant, or like or similar officers, stating the fact, including
25the date of the adoption of such resolution, the number of members present at such
1meeting, and the number of members who voted for the adoption of the resolution,
2shall be forwarded to and filed with the department of financial institutions, and
3thereupon the name of such corporation shall be changed or the corporation shall
4cease to exist, as the case may be. Or any corporation formed under s. 188.19 may
5be dissolved by the filing of a certificate in the office of the department of financial
6institutions reciting that such corporation has ceased to be a unit of the American
7Veterans of World War II (AMVETS) auxiliary. Such certificate shall be signed by
8the national commander and national adjutant of the American Veterans of World
9War II (AMVETS) or by the state commander and state adjutant of the American
10Veterans of World War II (AMVETS) department of Wisconsin. In the case of units
11of the auxiliary the certificates shall be signed by the national president and national
12secretary or the department president and department secretary. Corporations
13dissolved under this section shall continue to have corporate existence
for the time
14and purposes specified in s. 181.65, subject to the limitations on their activities under
15s. 181.1405. No fee shall be charged by the department of financial institutions for
16such filing.
SB423, s. 64
17Section
64. 188.21 (3) of the statutes is amended to read:
SB423,169,2318
188.21
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
19corporations organized under s. 188.21. In the execution of any conveyance or
20encumbrance by such corporations, the department of Wisconsin, post, barracks,
21unit, department or auxiliary commander, and adjutant or like or similar officers,
22shall have the powers and duties granted to presidents and secretaries respectively
23under s. 706.03 (2) and (3).
SB423, s. 65
24Section
65. 188.22 (3) of the statutes is amended to read:
SB423,170,8
1188.22
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
2corporations organized under this section. In the execution of any conveyance or
3encumbrance by such corporation the post, county or district or department
4commander and the post, county or district council or department adjutant, or like
5or similar officers, shall have the powers and duties granted to presidents and
6secretaries respectively under s. 706.03 (2) and (3). This section shall apply to all
7corporations incorporated hereunder whether incorporated before or after May 14,
81937.
SB423, s. 66
9Section
66. 188.23 (3) of the statutes is amended to read:
SB423,170,1710
188.23
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
11corporations organized under this section. In the execution of any conveyance or
12encumbrance by such corporation the post, county or district or department
13commander and the post, county or district council or department adjutant, or like
14or similar officers, shall have the powers and duties granted to presidents and
15secretaries respectively under s. 706.03 (2) and (3). This section shall apply to all
16corporations incorporated hereunder whether incorporated before or after May 14,
171937.
SB423, s. 67
18Section
67. 188.235 (3) of the statutes is amended to read:
SB423,170,2419
188.235
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
20corporations organized under this section. In the execution of any conveyance or
21encumbrance by such corporation the post, county or district or department
22commander and the post, county or district council or department adjutant, or like
23or similar officers, shall have the powers and duties granted to presidents and
24secretaries respectively under s. 706.03 (2) and (3).
SB423, s. 68
25Section
68. 188.24 (3) of the statutes is amended to read:
SB423,171,8
1188.24
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
2corporations organized under this section. In the execution of any conveyance or
3encumbrance by such corporation the post, county or district or department
4commander and the post, county or district council or department adjutant, or like
5or similar officers, shall have the powers and duties granted to presidents and
6secretaries respectively under s. 706.03 (2) and (3). This section shall apply to all
7corporations incorporated hereunder whether incorporated before or after May 14,
81937.
SB423, s. 69
9Section
69. 198.13 (4) of the statutes is amended to read:
SB423,171,1310
198.13
(4) Any district dissolved in accordance with sub. (3) shall nevertheless
11continue to be a body corporate
for the time and purposes set forth in s. 181.65 and
12for such additional period as may be necessary for the district to retire all its
13outstanding bonds, subject to the limitations on its activities under s. 181.1405.
SB423, s. 70
14Section
70. 199.08 of the statutes is amended to read:
SB423,171,19
15199.08 Annual membership meeting. All members shall be eligible to
16attend, participate in and vote in the annual membership meeting called by the
17board under s. 199.07 (3). The form of the meeting shall be as provided under
ss.
18181.14 to 181.18 subch. VII of ch. 181. The meeting shall be open to the public and
19shall be held in different districts on a rotating basis.
SB423, s. 71
20Section
71. 199.17 of the statutes is amended to read:
SB423,171,22
21199.17 Dissolution. The corporation may dissolve under
ss. 181.50 to 181.65 22subch. XIV of ch. 181.
SB423, s. 72
23Section
72. 227.485 (2) (b) of the statutes is amended to read:
SB423,171,2524
227.485
(2) (b) "Nonprofit corporation" has the meaning designated in s.
181.02
25(8) 181.0103 (17).
SB423, s. 73
1Section
73. 232.07 (2) of the statutes is amended to read:
SB423,172,72
232.07
(2) Promptly upon issuance of the certificate of involuntary dissolution,
3the corporation shall pay, discharge or make adequate provision for its debts,
4liabilities and obligations, including any judgment, order or decree which may be
5entered against it in any pending legal action, and shall transfer all remaining assets
6to the state. The corporation's existence shall continue
for purposes of pending legal
7actions and s. 181.65, subject to the limitations on its activities under s. 181.1405.
SB423, s. 74
8Section
74. 234.94 (2) (b) (intro.) of the statutes is amended to read:
SB423,172,99
234.94
(2) (b) (intro.) A
nonprofit corporation organized under ch. 181:
SB423, s. 75
10Section
75. 234.94 (2) (b) 2m. of the statutes is created to read:
SB423,172,1111
234.94
(2) (b) 2m. That is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 76
12Section
76. 252.12 (1) (c) of the statutes is amended to read:
SB423,172,1413
252.12
(1) (c) "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. 77
15Section
77. 255.05 (1) (b) of the statutes is amended to read:
SB423,172,1716
255.05
(1) (b) "Nonprofit corporation" means a nonstock
, nonprofit corporation
17organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 78
18Section
78. 255.06 (1) (c) of the statutes is amended to read: