SB423,41,2118 (b) Written notice by a domestic corporation or foreign corporation to its
19member is effective when mailed and may be addressed to the member's address
20shown in the domestic corporation's or foreign corporation's current record of
21members.
SB423,41,2222 (c) Oral notice is effective when communicated.
SB423,42,5 23181.0160 Judicial relief. (1) When court may order meeting or ballot. If
24the requirements of this subsection are met, the circuit court for the county where
25a corporation's principal office is located, or if a corporation's principal office is not

1located in this state the circuit court for the county where the corporation's registered
2office is located, may order a corporation to hold a meeting of members, delegates or
3directors or may order a corporation to authorize a written ballot for obtaining the
4vote of members, delegates or directors. The court may enter an order under this
5subsection only if at least one of the following conditions is met:
SB423,42,106 (a) Upon the petition of the attorney general or a director, officer, delegate or
7member of the corporation, the court determines that it is impractical or impossible
8for the corporation to call or conduct a meeting of its members, delegates or directors,
9or to otherwise obtain their consent, in the manner described in this chapter or the
10corporation's articles of incorporation or bylaws.
SB423,42,1411 (b) Upon the petition of a member or another person entitled to participate in
12an annual member meeting, the court determines that the annual meeting was not
13held within 6 months after the end of the corporation's fiscal year or 15 months after
14its last annual meeting.
SB423,42,1715 (c) Upon the petition of a member or another person entitled to participate in
16a regular meeting, the court determines that the regular meeting is not held within
1740 days after the date by which it was required to be held.
SB423,42,2218 (d) Upon the petition of a member who signed a valid demand under s. 181.0702
19for a special meeting or upon the petition of another person entitled to call a special
20meeting, the court determines that notice of the special meeting was not given within
2130 days after the date on which the demand was delivered to a corporate officer or
22that the special meeting was not held in accordance with the notice.
SB423,43,3 23(2) Notice. The court shall, in an order issued under this section, provide for
24a method of notice reasonably designed to give actual notice to all persons who would
25be entitled to notice of a meeting held under the articles of incorporation, the bylaws

1and this chapter, whether or not the method results in actual notice to all such
2persons or conforms to s. 181.0141. In a proceeding under this section the court may
3determine who the members, delegates or directors are.
SB423,43,10 4(3) Voting requirements. In an order issued under this section, the court may
5dispense with any requirement relating to the holding of or voting at meetings or to
6obtaining votes, including any quorum requirement or any requirement as to the
7number or percentage of votes needed for approval, that would otherwise be imposed
8by the articles of incorporation or bylaws or this chapter. The court may fix alternate
9quorum or voting requirements and enter other orders necessary to accomplish the
10purpose of the meeting.
SB423,43,15 11(4) Subject matter. (a) Whenever practical, any order issued under this
12section shall limit the subject matter of meetings or other forms of consent
13authorized to those items, including amendments to the articles of incorporation or
14bylaws, the resolution of which will or may enable the corporation to continue
15managing its affairs without further resort to this section.
SB423,43,1816 (b) Notwithstanding par. (a), an order under this section may authorize the
17obtaining of whatever votes and approvals are necessary for dissolution, merger or
18the sale of assets.
SB423,43,23 19(5) Effect of meeting or ballot. Any meeting or other method of obtaining
20the vote of members, delegates or directors conducted under an order issued under
21this section and that complies with all of the provisions of the order is for all purposes
22a valid meeting or vote and shall have the same effect as if it complied with every
23requirement imposed by the articles of incorporation, the bylaws and this chapter.
SB423,43,2524 Subchapter II
25 Incorporation
SB423,44,3
1181.0201 Incorporators. One or more persons may act as the incorporator
2or incorporators of a corporation by delivering articles of incorporation to the
3department for filing.
SB423,44,5 4181.0202 Articles of incorporation. (1) Required content. The articles of
5incorporation shall include all of the following information:
SB423,44,66 (a) A statement that the corporation is incorporated under this chapter.
SB423,44,77 (b) A corporate name for the corporation that satisfies s. 181.0401.
SB423,44,88 (c) The mailing address of the initial principal office of the corporation.
SB423,44,109 (d) The street address of the corporation's initial registered office and the name
10of its initial registered agent at that office.
SB423,44,1111 (e) The name and address of each incorporator.
SB423,44,1212 (f) Whether or not the corporation will have members.
SB423,44,1413 (g) If the corporation is authorized to make distributions under s. 181.1302 (4),
14a statement to that effect.
SB423,44,16 15(2) Permissible content. The articles of incorporation may set forth other
16information, including any of the following:
SB423,44,1817 (a) The names and addresses of the natural persons who will serve as the initial
18directors.
SB423,44,1919 (b) Provisions not inconsistent with law regarding:
SB423,44,2020 1. The purpose or purposes for which the corporation is organized.
SB423,44,2121 2. Managing the business and regulating the affairs of the corporation.
SB423,44,2222 3. Distributing assets on dissolution.
SB423,44,2423 4. Defining, limiting and regulating the powers of the corporation, its board of
24directors and its members.
SB423,45,2
1(c) Any provision that, under this chapter, is required or permitted to be set
2forth in the bylaws.
SB423,45,4 3(3) Powers enumerated in chapter. The articles of incorporation need not
4include any of the corporate powers enumerated in this chapter.
SB423,45,6 5(4) Articles supersede bylaws. If a provision of the articles of incorporation
6is inconsistent with a bylaw, the provision of the articles of incorporation controls.
SB423,45,8 7181.0203 Incorporation. (1) When corporate existence begins. The
8corporate existence begins when the articles of incorporation become effective.
SB423,45,12 9(2) Conclusive proof of incorporation. The department's filing of the articles
10of incorporation or articles of domestication is conclusive proof that the corporation
11is incorporated under this chapter, except in a proceeding by the state to cancel or
12revoke the incorporation or involuntarily dissolve the corporation.
SB423,45,16 13(3) Notification of reporting requirements. Upon filing articles of
14incorporation of a corporation, the department shall inform the corporation of the
15reporting requirements under s. 440.42 for charitable organizations that solicit
16contributions.
SB423,45,22 17181.0205 Organization of corporation. (1) Organizational meeting
18required.
(a) After incorporation, if initial directors are named in the articles of
19incorporation, the initial directors shall hold an organizational meeting, at the call
20of a majority of the directors, to complete the organization of the corporation by
21appointing officers, adopting bylaws and carrying on any other business brought
22before the meeting.
SB423,45,2523 (b) After incorporation, if initial directors are not named in the articles of
24incorporation, the incorporator or incorporators shall hold an organizational
25meeting, at the call of a majority of the incorporators, to do any of the following:
SB423,46,1
11. Elect directors and complete the organization of the corporation.
SB423,46,22 2. Elect a board that will complete the organization of the corporation.
SB423,46,6 3(2) Written consents. Action required or permitted by this chapter to be taken
4by incorporators at an organizational meeting may be taken without a meeting if the
5action taken is evidenced by one or more written consents describing the action taken
6and signed by each incorporator.
SB423,46,8 7(3) Location of organizational meeting. An organizational meeting may be
8held in or outside of this state.
SB423,46,10 9181.0206 Bylaws. (1) Initial bylaws. The incorporators, members or board
10of a corporation shall adopt the initial bylaws for the corporation.
SB423,46,16 11(2) Subsequent adoption, amendment and repeal. After the adoption of the
12initial bylaws under sub. (1), bylaws may be adopted either by the members or the
13board, but no bylaw adopted by the members shall be amended or repealed by the
14directors, unless the bylaws adopted by the members shall have conferred such
15authority upon the directors. Any bylaw adopted by the board is subject to
16amendment or repeal by the members as well as by the directors.
SB423,46,19 17(3) Content of bylaws. The bylaws of a corporation may contain any provision
18for regulating and managing the affairs of the corporation that is not inconsistent
19with its articles of incorporation or with the laws of this state.
SB423,46,22 20181.0207 Emergency bylaws. (1) Definition. In this section, "emergency"
21means a catastrophic event that prevents a quorum of the corporation's directors or
22members from being readily assembled.
SB423,47,3 23(2) Adoption of emergency bylaws. Unless the articles of incorporation
24provide otherwise, the board of a corporation may adopt bylaws that are effective
25only in an emergency. Emergency bylaws are subject to amendment or repeal by the

1board or by the members, if any. Emergency bylaws may provide special procedures
2necessary for managing the corporation during the emergency, including any of the
3following:
SB423,47,44 (a) Procedures for calling a meeting of the board.
SB423,47,55 (b) Quorum requirements for the meeting.
SB423,47,66 (c) Designation of additional or substitute directors.
SB423,47,9 7(3) Effectiveness. Provisions of the regular bylaws that are consistent with
8the emergency bylaws remain effective during the emergency. The emergency
9bylaws are not effective after the emergency ends.
SB423,47,13 10(4) Action taken under emergency bylaws. Notwithstanding ss. 181.0831 and
11181.0833, corporate action taken in good faith in accordance with the emergency
12bylaws binds the corporation and may not be used to impose liability on a corporate
13director, officer, member, employe or agent.
SB423,47,1514 Subchapter III
15 Purposes and powers
SB423,47,18 16181.0301 Purposes. (1) Permitted purposes. A corporation incorporated
17under this chapter has the purpose of engaging in any lawful activity unless a more
18limited purpose is set forth in the articles of incorporation.
SB423,47,22 19(2) Effect of other regulation. A corporation engaging in an activity that is
20subject to regulation under another statute of this state may incorporate under this
21chapter only if incorporation under this chapter is not prohibited by the other
22statute. The corporation shall be subject to all limitations of the other statute.
SB423,48,2 23181.0302 General powers. Unless its articles of incorporation provide
24otherwise, a corporation has perpetual duration and succession in its corporate name

1and has the same powers as an individual to do all things necessary or convenient
2to carry out its affairs, including the power to do all of the following:
SB423,48,3 3(1) Legal actions. Sue and be sued, complain and defend in its corporate name.
SB423,48,6 4(2) Corporate seal. Have a corporate seal, which may be altered at will, and
5to use it, or a facsimile of it, by impressing or affixing it or in any other manner
6reproducing it.
SB423,48,9 7(3) Bylaws. Make and amend bylaws not inconsistent with its articles of
8incorporation or with the laws of this state, for regulating and managing the affairs
9of the corporation.
SB423,48,12 10(4) Property acquisition. Purchase, receive, lease or otherwise acquire, and
11own, hold, improve, use and otherwise deal with, property or any legal or equitable
12interest in property, wherever located.
SB423,48,14 13(5) Disposition of property. Sell, convey, mortgage, pledge, lease, exchange
14and otherwise dispose of all or any part of its property.
SB423,48,18 15(6) Interests in other entities. Purchase, receive, subscribe for or otherwise
16acquire, and own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose
17of, and deal in and with, shares or other interests in, or obligations of, any other
18entity.
SB423,48,21 19(7) Contracts and liabilities. Make contracts and guarantees; incur
20liabilities; borrow money; issue notes, bonds and other obligations; and secure any
21of its obligations by mortgage or pledge of any of its property, franchises or income.
SB423,48,23 22(8) Loans. Lend money, invest and reinvest its funds and receive and hold
23property as security for repayment, except as limited by s. 181.0832.
SB423,48,25 24(9) Participation in other entities. Be a promoter, partner, member, associate
25or manager of any entity.
SB423,49,2
1(10) Exercise of powers. Conduct its activities, locate offices and exercise the
2powers granted by this chapter in or outside this state.
SB423,49,5 3(11) Directors, officers, employes and agents. Elect or appoint directors,
4officers, employes and agents of the corporation, define their duties and fix their
5compensation.
SB423,49,9 6(12) Pension and incentive plans. Pay pensions and establish pension plans,
7pension trusts and other benefit and incentive plans for any of its current or former
8directors, officers, employes and agents of the corporation, its subsidiaries or its
9affiliates.
SB423,49,13 10(13) Benefit plans. Provide benefits or payments to directors, officers and
11employes of the corporation, its subsidiaries or its affiliates, and to their estates,
12families, dependents or beneficiaries, in recognition of the past services of the
13directors, officers and employes to the corporation, its subsidiaries or its affiliates.
SB423,49,19 14(14) Compensation. Establish reasonable compensation for all directors for
15services to the corporation as directors, officers or otherwise. Unless otherwise
16provided in the articles of incorporation or bylaws, the board of directors, by the
17affirmative vote of a majority of the directors then in office and irrespective of any
18personal interest of any of its members, may establish reasonable compensation for
19all directors for such services or delegate this authority to an appropriate committee.
SB423,49,22 20(15) Donations. Make donations and otherwise devote its resources for the
21public welfare or for charitable, scientific, educational, humanitarian, philanthropic
22or religious purposes.
SB423,49,24 23(16) Dues. Impose dues, assessments, admission and transfer fees upon its
24members.
SB423,50,2
1(17) Admission of members. Establish conditions for admission of members,
2admit members and issue memberships.
SB423,50,3 3(18) Businesses. Carry on a business.
SB423,50,5 4(19) Other. Do all things necessary or convenient, not inconsistent with law,
5to further the activities and affairs of the corporation.
SB423,50,7 6181.0303 Emergency powers. (1) Definition. In this section, "emergency"
7has the meaning given in s. 181.0207 (1).
SB423,50,9 8(2) Powers. In anticipation of or during an emergency, the board or members
9of a corporation may do all of the following:
SB423,50,1110 (a) Modify lines of succession to accommodate the incapacity of a director,
11officer, employe or agent.
SB423,50,1312 (b) Relocate the principal office, designate alternative principal offices or
13regional offices, or authorize the officers to do so.
SB423,50,15 14(3) Meetings. Unless emergency bylaws adopted under s. 181.0207 provide
15otherwise, all of the following apply to a meeting of the board during an emergency:
SB423,50,1816 (a) The corporation need give notice of a meeting of the board only to those
17directors whom it is practicable to reach and the corporation may give notice in any
18practicable manner, including by publication and radio.
SB423,50,2119 (b) One or more officers of the corporation present at a meeting of the board may
20be considered to be a director for the meeting, in order of rank and within the same
21rank in order of seniority, as necessary to achieve a quorum.
SB423,50,25 22(4) Action taken during emergency. Corporate action taken in good faith
23during an emergency under this section to further the ordinary affairs of the
24corporation binds the corporation and may not be used to impose liability on a
25corporate director, officer, member, employe or agent.
SB423,51,5
1181.0304 Effect of unauthorized corporate acts. No act of a corporation
2and no conveyance or transfer of real or personal property to or by a corporation shall
3be invalid by reason of the fact that the corporation was without capacity or power
4to do such act or to make or receive such conveyance or transfer, except that lack of
5capacity or power may be asserted in all of the following cases:
SB423,51,17 6(1) Proceedings by members or directors. A proceeding by a member or
7director against the corporation to enjoin the doing of any act or the transfer of real
8or personal property by or to the corporation. If the unauthorized acts or transfer
9sought to be enjoined is being, or is to be, performed or made pursuant to any contract
10to which the corporation is a party, the court may, if all of the parties to the contract
11are parties to the proceeding, and if the court considers the same to be equitable, set
12aside and enjoin the performance of the contract. The court may allow to the
13corporation or to the other parties to the contract, as the case may be, compensation
14for the loss or damage sustained by either of them as a result of the action of the court
15in setting aside and enjoining the performance of the contract. Anticipated profits
16to be derived from the performance of the contract may not be awarded by the court
17as a loss or damage sustained.
SB423,51,21 18(2) Proceedings by the corporation. A proceeding by the corporation, whether
19acting directly or through a receiver, trustee or other legal representative, or through
20members in a representative suit, against the incumbent or former officers or
21directors of the corporation.
SB423,51,24 22(3) Proceedings by the attorney general. A proceeding by the attorney
23general, as provided in this chapter, to dissolve the corporation, or a proceeding by
24the attorney general to enjoin the corporation from performing unauthorized acts.
SB423,52,3
1181.0320 Private foundations. (1) Prohibited acts. A private foundation,
2as defined in section 509 (a) of the Internal Revenue Code, may not do any of the
3following:
SB423,52,64(a) Engage in any act of self-dealing, as defined in section 4941 (d) of the
5Internal Revenue Code, which would give rise to any liability for the tax imposed by
6section 4941 (a) of the Internal Revenue Code.
SB423,52,97(b) Retain any excess business holdings, as defined in section 4943 (c) of the
8Internal Revenue Code, which would give rise to any liability for the tax imposed by
9section 4943 (a) of the Internal Revenue Code.
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