SB423: Bill Text

SB423,62,5 (2) Consent required. A person may not be admitted as a member without the person's consent.

SB423,62,9 181.0602 Consideration and certificates. Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. A corporation may issue certificates evidencing membership in the corporation.

SB423,62,11 181.0603 No requirement of members. A corporation is not required to have members.

SB423,62,17 181.0610 Differences in rights and obligations of members. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles of incorporation or bylaws.

SB423,62,20 181.0611 Transfers. (1) When authorized. Except as set forth in or authorized by the articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership.

SB423,62,24 (2) Adoption of restrictions. If transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.

SB423,63,3 181.0612 Member's liability to 3rd parties. A member of a corporation is not, as a member, personally liable for the acts, debts, liabilities or obligations of the corporation.

SB423,63,7 181.0613 Member's liability for dues, assessments and fees. A member may become liable to the corporation for dues, assessments or fees. An article of incorporation or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.

SB423,63,11 181.0614 Creditor's action against member. (1) Final judgment required. A proceeding may not be brought by a creditor to reach the liability, if any, of a member under s. 181.0613 to the corporation unless final judgment has been rendered in favor of the creditor against the corporation.

SB423,63,15 (2) Intervention and joinder. A creditor of the corporation, with or without reducing the creditor's claim to judgment, may intervene in a creditor's proceeding brought under sub. (1) to reach and apply unpaid amounts due the corporation. Any member who owes an amount to the corporation may be joined in the proceeding.

SB423,63,19 181.0620 Termination, expulsion and suspension. (1) Termination of membership. Unless otherwise provided in the articles of incorporation, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all of the rights of the member in the corporation or in its property shall cease.

SB423,63,25 (2) Expulsion and suspension. Members may be suspended or expelled in the manner provided in the articles of incorporation, or in the bylaws, if the articles so provide. If no provision is made in the articles of incorporation, a member may be expelled, or suspended for a specific period of time, by an affirmative vote of two-thirds of the members entitled to vote, or of two-thirds of the directors if there are no members entitled to vote.

SB423,64,3 (3) Liability. A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees because of obligations incurred or commitments made before expulsion or suspension.

SB423,64,8 181.0622 Purchase of memberships. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. A corporation may not make a payment under this section that violates s. 181.1302 (1).

SB423,64,11 181.0640 Delegates. (1) Role of delegates. A corporation may provide in its articles of incorporation or bylaws that delegates have some or all of the authority of members.

SB423,64,13 (2) Permissible provisions. The articles of incorporation or bylaws may include provisions relating to all of the following:

SB423,64,14 (a) Dividing the membership into geographical or other districts or units.

SB423,64,16 (b) Determining the number of delegates to be elected in each district or unit. This determination may be made from time to time by the board of directors.

SB423,64,18 (c) The characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal.

SB423,64,19 (d) Calling, noticing, holding and conducting meetings of delegates.

SB423,64,20 (e) Carrying on corporate activities during and between meetings of delegates.

SB423,64,22 (f) Providing for the election or appointment of district or unit committees and officers.

SB423,64,25 181.0670 Limited liability of volunteers. (1) Definition. In this section, "volunteer" means an individual, other than an employe of the corporation, who provides services to or on behalf of the corporation without compensation.

SB423,65,4 (2) Limited liability. Except as provided in sub. (3), a volunteer is not liable to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a volunteer, unless the person asserting liability proves that the act or omission constitutes any of the following:

SB423,65,7 (a) A violation of criminal law, unless the volunteer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.

SB423,65,8 (b) Wilful misconduct.

SB423,65,10 (c) If the volunteer is a director or officer of the corporation, an act or omission within the scope of the volunteer's duties as a director or officer.

SB423,65,12 (d) An act or omission for which the volunteer received compensation or any thing of substantial value instead of compensation.

SB423,65,17 (e) Negligence in the practice of a profession, trade or occupation that requires a credential, as defined in s. 440.01 (2) (a), or other license, registration, certification, permit or approval, if the volunteer did not have the required credential, license, registration, certificate, permit or approval at the time of the negligent act or omission.

SB423,65,19 (3) Applicability. (a) Except as provided in par. (b), this section does not apply to any of the following:

SB423,65,21 1. A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.

SB423,65,24 2. A proceeding brought by any person for a violation of state or federal law if the proceeding is brought under an express private right of action created by state or federal statute.

SB423,66,3 3. Claims arising from the negligent operation by a volunteer of an automobile, truck, train, airplane or other vehicle for which an operator's permit, license or insurance is required.

SB423,66,5 (b) Paragraph (a) 1. and 2. does not apply to a proceeding brought by or on behalf of a governmental unit, authority or agency in its capacity as a contractor.

SB423,66,7 Subchapter VII Member meetings and voting

SB423,66,10 181.0701 Annual and regular meetings. (1) Annual meetings. A corporation with members shall hold annual meetings of members at a time stated in or fixed in accordance with the bylaws.

SB423,66,12 (2) Membership meetings. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

SB423,66,16 (3) Place of meetings. Annual and regular membership meetings may be held in or outside of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold annual and regular meetings at the corporation's principal office.

SB423,66,20 (4) Matters considered at annual meetings. At the annual meeting, an officer shall report on the activities and financial condition of the corporation and the members shall consider and act upon such other matters as may be raised consistent with the requirements of s. 181.0705.

SB423,66,23 (5) Matters considered at regular meetings. At regular meetings the members shall consider and act upon such matters as may be raised consistent with the requirements of s. 181.0705.

SB423,67,3 (6) Failure to hold meeting. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

SB423,67,5 181.0702 Special meeting. (1) When held. A corporation with members shall hold a special meeting of members if any of the following occurs:

SB423,67,7 (a) A special meeting is called by the board or any person authorized by the articles of incorporation or bylaws to call a special meeting.

SB423,67,11 (b) Members holding at least 5% of the voting power of a corporation, or such other percentage specified in the articles of incorporation or bylaws, sign, date and deliver to any corporate officer one or more written demands for the meeting describing one or more purposes for which it is to be held.

SB423,67,14 (2) Record date. The close of business on the 30th day before delivery of the demand for a special meeting to any corporate officer is the record date for determining if the percentage requirement of sub. (1) (b) has been met.

SB423,67,19 (3) If notice not given. Notwithstanding sub. (4), if a notice for a special meeting demanded under sub. (1) (b) is not given under s. 181.0705 within 30 days after the date on which the written demand is delivered to a corporate officer, a person signing the demand may set the time, and, subject to sub. (4), the place, of the meeting. The person signing the demand shall give notice under s. 181.0705.

SB423,67,23 (4) Place of meeting. A corporation may hold a special meeting of members in or outside of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, a corporation shall hold a special meeting at the corporation's principal office.

SB423,68,3 (5) Scope of meeting. Only those matters that are within the purpose described in the meeting notice required by s. 181.0705 may be conducted at a special meeting of members.

SB423,68,15 181.0704 Action by written consent. (1) When permitted. Unless limited or otherwise provided in the articles of incorporation or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least 80% of the voting power, or a different percentage, not less than 50%, specified in the articles of incorporation or bylaws. The action must be evidenced by one or more written consents describing the action taken, signed by the required number of members, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. All signatures on the written consent shall be dated and, in determining whether the required number of members have signed the consent, only those signatures dated after the date of the most recent meeting of the members may be counted.

SB423,68,18 (2) Record date. If not otherwise determined under s. 181.0160 or 181.0707, the record date for determining members entitled to take action without a meeting is the date on which the first member signs the consent under sub. (1).

SB423,68,21 (3) Effect of consent. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the department.

SB423,68,25 (4) Notice requirements. Written notice of member approval under this section shall be given to all members who have not signed the written consent. If written notice is required, member approval under this section shall be effective 10 days after such written notice is given.

SB423,69,3 181.0705 Notice of meeting. (1) When required. A corporation shall give notice of meetings of members as provided in its bylaws or, if the bylaws are silent, in a manner that is fair and reasonable.

SB423,69,7 (2) In general. Any notice that conforms to the requirements of sub. (3) is fair and reasonable. Except for matters referred to in sub. (3) (b), other means of giving notice may also be fair and reasonable when all of the circumstances are considered. Section 181.0141 applies to notices provided under this section.

SB423,69,9 (3) Notice safe harbor. Notice is fair and reasonable if all of the following conditions exist:

SB423,69,13 (a) The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members not more than 60 days and not less than 10 days, or, if notice is mailed by other than first class or registered mail, 30 days, before the meeting date.

SB423,69,16 (b) Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under s. 181.0723 (2), 181.0831, 181.0873 (4), 181.1003, 181.1021, 181.1105, 181.1202 or 181.1401.

SB423,69,18 (c) Notice of a special meeting includes a description of the matter or matters for which the meeting is called.

SB423,69,25 (4) Adjourned meetings. Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under s. 181.0707, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.

SB423,70,6 (5) Notice of issues raised by members. When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter that a member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting and the request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting.

SB423,70,11 181.0706 Waiver of notice. (1) Waiver requirements. A member may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.

SB423,70,13 (2) Effect of attendance. A member's attendance at a meeting waives objection to all of the following:

SB423,70,16 (a) Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.

SB423,70,19 (b) Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.

SB423,71,4 181.0707 Record date; determining members entitled to notice and vote. (1) Record date for notice. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given are entitled to notice of the meeting. However, if a meeting is held without notice, the determination of who is entitled to waive notice is made as of the close of business on the business day preceding the day on which the meeting is held.

SB423,71,10 (2) Record date for voting. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.

SB423,71,18 (3) Record date for exercise of other rights. The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day before the date of such other action, whichever is later, are entitled to exercise such rights.

SB423,71,21 (4) Limitations on record dates. Unless the bylaws of a corporation provide otherwise, a record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members occurs.

SB423,72,2 (5) Adjourned meetings. A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than 70 days after the record date for determining members entitled to notice of the original meeting.

SB423,72,6 (6) Court-ordered adjournment. If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.

SB423,72,10 181.0708 Action by written ballot. (1) When permitted. If permitted by the articles of incorporation or bylaws, any action that may be taken at an annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.

SB423,72,12 (2) Ballot requirements. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action.

SB423,72,18 (3) Voting requirements. Approval by written ballot under this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.

SB423,72,20 (4) Solicitation requirements. A solicitation for votes by written ballot shall include all of the following:

SB423,72,21 (a) The number of responses needed to meet the quorum requirements.

SB423,72,23 (b) The percentage of approvals necessary to approve each matter other than election of directors.

SB423,72,25 (c) The time by which a ballot must be received by the corporation in order to be counted.

SB423,73,2 (5) Revocation. Except as otherwise provided in the articles of incorporation or bylaws, a written ballot may not be revoked.

SB423,73,10 181.0720 Members' list for meeting. (1) List of members. After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all of its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis as and be part of the list of members.

SB423,73,19 (2) Inspection before meeting. The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning 2 business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent or a member's attorney is entitled on written demand to inspect and, subject to ss. 181.1602 (3) and 181.1605, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.

SB423,73,22 (3) Inspection at meeting. The corporation shall make the list of members available at the meeting, and any member, a member's agent or a member's attorney is entitled to inspect the list at any time during the meeting or any adjournment.

SB423,74,6 (4) Refusal to allow inspection. If the corporation refuses to allow a member, a member's agent or a member's attorney to inspect the list of members before or at the meeting or to copy the list as permitted under sub. (2), the circuit court for the county where a corporation's principal office, or if none in this state, its registered office, is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order.

SB423,74,8 (5) Effect of noncompliance. Refusal or failure to prepare or make available the list of members does not affect the validity of action taken at the meeting.

SB423,74,11 181.0721 Voting entitlement generally. (1) In general. Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.

SB423,74,15 (2) Membership in the name of multiple persons. Unless the articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of 2 or more persons, their acts with respect to voting shall have the following effect:

SB423,74,16 (a) If only one votes, such act binds all.

SB423,74,17 (b) If more than one votes, the vote shall be divided on a prorated basis.

SB423,74,21 181.0722 Quorum requirements. (1) In general. Unless this chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, 10% of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.

SB423,74,24 (2) Bylaw amendment to decrease quorum requirements. A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.