SB423: Bill Text

SB423, s. 50 Section 50. 185.033 (1) of the statutes is amended to read:

SB423,164,7 185.033 (1) If the articles contain a prohibition on changes to the provision establishing the basis of distribution as provided in s. 185.05 (1) (j), no changes may be made to the provision including by amendment under s. 185.51 or 185.52, approval of a plan of division under s. 185.63, adoption of restated articles under s. 185.54, approval of a plan of merger or consolidation under s. 185.61 and conversion to a nonstock corporation under s. 181.485 181.1150.

SB423, s. 51 Section 51. 187.01 (7) of the statutes is amended to read:

SB423,164,15 187.01 (7) Amendment of articles. Such corporation may amend its articles of organization or constitution at a regular meeting of said corporation by the majority vote of the members present so that such corporation has the right to merge with and transfer all of its real estate and personal property to another corporation of the same religious denomination. Any other amendments to either the articles of organization or to the constitution of such corporation shall be made in accordance with s. 181.36 ss. 181.1002 to 181.1004.

SB423, s. 52 Section 52. 187.22 (3) of the statutes is amended to read:

SB423,164,21 187.22 (3) By an affirmative vote of members as provided in s. 181.17 ss. 181.0722 and ss. 181.0723, if there are members having voting rights. Membership rights owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.

SB423, s. 53 Section 53. 188.08 (3) of the statutes is amended to read:

SB423,165,5 188.08 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under s. 188.08. In the execution of any conveyance or encumbrance by such corporations, the post, county or district, or department commander, and the post, county or district council, or department adjutant, or like or similar officers, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3). The provisions of this section shall apply to all corporations incorporated hereunder whether incorporated before or after May 14, 1937.

SB423, s. 54 Section 54. 188.085 of the statutes is amended to read:

SB423,166,5 188.085 Changing names and dissolving units of the American Legion. Any post, county, district council, department or other unit of the American Legion or of the auxiliary of the American Legion which has become a body corporate under the provisions of s. 188.08 may change its name or dissolve by the adoption of a written resolution to that effect, by a vote of a majority of its members present at a meeting called for that purpose and by filing the same as herein provided. Such resolution, with a certificate thereto affixed, signed by the commander and adjutant, or like or similar officers, stating the facts, including the date of the adoption of such resolution, the number of members present at such meeting, and the number of members who voted for the adoption of the resolution, shall be forwarded to and filed with the department of financial institutions, and thereupon the name of such corporation shall be changed or the corporation shall cease to exist, as the case may be. In lieu of the foregoing method of dissolution, any corporation formed under s. 188.08 may be dissolved by the filing of a certificate with the department of financial institutions reciting that such corporation has ceased to be a unit of the American Legion or its auxiliary. Such certificate shall be signed by the national commander and national adjutant of the American Legion or by the state commander and state adjutant of the American Legion, department of Wisconsin. In the case of units of the auxiliary the certificates shall be signed by the national president and national secretary or the department president and department secretary. Corporations dissolved under this section shall continue to have corporate existence for the time and purposes specified in s. 181.65, subject to the limitations on their activities under s. 181.1405. No fee shall be charged by the department of financial institutions for such filing.

SB423, s. 55 Section 55. 188.09 (3) of the statutes is amended to read:

SB423,166,14 188.09 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under s. 188.09. In the execution of any conveyance or encumbrance by such corporations, the chapter or department commander and the chapter or department adjutant, or like or similar officers of any of the affiliated or auxiliary organizations, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3). The provisions of this section shall apply to all corporations incorporated hereunder whether incorporated before or after May 14, 1937.

SB423, s. 56 Section 56. 188.11 (3) of the statutes is amended to read:

SB423,166,22 188.11 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under s. 188.11. In the execution of any conveyance or encumbrance by such corporations, the post or department commander and the post or department adjutant, or like or similar officers, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3). The provisions of this section shall apply to all corporations incorporated hereunder whether incorporated before or after May 14, 1937.

SB423, s. 57 Section 57. 188.13 (3) of the statutes is amended to read:

SB423,167,2 188.13 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under s. 188.13. The provisions of this section shall apply to all corporations incorporated hereunder whether incorporated before or after March 28, 1939.

SB423, s. 58 Section 58. 188.15 (3) of the statutes is amended to read:

SB423,167,10 188.15 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under s. 188.15. In the execution of any conveyance or encumbrance by such corporations, the detachment or department commandant and the detachment or department adjutant, or like or similar officers, shall have the powers and duties granted to presidents and secretaries, respectively, under s. 706.03 (2) and (3). The provisions of this section shall apply to all corporations incorporated hereunder whether incorporated before or after June 4, 1941.

SB423, s. 59 Section 59. 188.16 (3) of the statutes is amended to read:

SB423,167,19 188.16 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under this section. In the execution of any conveyance or encumbrance by such corporations, the chapter, county or district, or department commander, and the chapter, county or district council, or department adjutant, or like or similar officers, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3). The provisions of subs. (1) and (2) shall apply to all corporations incorporated thereunder whether incorporated before or after March 28, 1943.

SB423, s. 60 Section 60. 188.17 (3) of the statutes is amended to read:

SB423,168,2 188.17 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under s. 188.17. In the execution of any conveyance or encumbrance by such corporation the commandant and the ship's writer, or like or similar officers, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3). The provisions of this section shall apply to all corporations incorporated hereunder whether incorporated before or after April 8, 1943.

SB423, s. 61 Section 61. 188.18 (2) of the statutes is amended to read:

SB423,168,8 188.18 (2) All acts done by the department or any chapter or other unit so incorporated or its constituted authorities shall be considered acts of such department, chapter or other unit as a body corporate and no personal liability shall be attached to any member thereof. The provisions of ss. 180.0203 and 181.32 181.0203 shall not apply to corporations organized under this section.

SB423, s. 62 Section 62. 188.19 (3) of the statutes is amended to read:

SB423,168,15 188.19 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under s. 188.19. In the execution of any conveyance or encumbrance by such corporations, the post, county or district, or department commander, or the post, county or district council, or department adjutant or like or similar officers, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3).

SB423, s. 63 Section 63. 188.20 of the statutes is amended to read:

SB423,169,16 188.20 Changing names and dissolving units. Any post, county, district council, department or other unit of the American Veterans of World War II (AMVETS) or of the auxiliary of the American Veterans of World War II (AMVETS) which has become a body corporate under the provisions of s. 188.19 may change its name or dissolve by the adoption of a written resolution to that effect by a vote of a majority of its members present at a meeting called for that purpose and by filing the same as herein provided. Such resolution, with a certificate thereto affixed, signed by the commander and adjutant, or like or similar officers, stating the fact, including the date of the adoption of such resolution, the number of members present at such meeting, and the number of members who voted for the adoption of the resolution, shall be forwarded to and filed with the department of financial institutions, and thereupon the name of such corporation shall be changed or the corporation shall cease to exist, as the case may be. Or any corporation formed under s. 188.19 may be dissolved by the filing of a certificate in the office of the department of financial institutions reciting that such corporation has ceased to be a unit of the American Veterans of World War II (AMVETS) auxiliary. Such certificate shall be signed by the national commander and national adjutant of the American Veterans of World War II (AMVETS) or by the state commander and state adjutant of the American Veterans of World War II (AMVETS) department of Wisconsin. In the case of units of the auxiliary the certificates shall be signed by the national president and national secretary or the department president and department secretary. Corporations dissolved under this section shall continue to have corporate existence for the time and purposes specified in s. 181.65, subject to the limitations on their activities under s. 181.1405. No fee shall be charged by the department of financial institutions for such filing.

SB423, s. 64 Section 64. 188.21 (3) of the statutes is amended to read:

SB423,169,23 188.21 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under s. 188.21. In the execution of any conveyance or encumbrance by such corporations, the department of Wisconsin, post, barracks, unit, department or auxiliary commander, and adjutant or like or similar officers, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3).

SB423, s. 65 Section 65. 188.22 (3) of the statutes is amended to read:

SB423,170,8 188.22 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under this section. In the execution of any conveyance or encumbrance by such corporation the post, county or district or department commander and the post, county or district council or department adjutant, or like or similar officers, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3). This section shall apply to all corporations incorporated hereunder whether incorporated before or after May 14, 1937.

SB423, s. 66 Section 66. 188.23 (3) of the statutes is amended to read:

SB423,170,17 188.23 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under this section. In the execution of any conveyance or encumbrance by such corporation the post, county or district or department commander and the post, county or district council or department adjutant, or like or similar officers, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3). This section shall apply to all corporations incorporated hereunder whether incorporated before or after May 14, 1937.

SB423, s. 67 Section 67. 188.235 (3) of the statutes is amended to read:

SB423,170,24 188.235 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under this section. In the execution of any conveyance or encumbrance by such corporation the post, county or district or department commander and the post, county or district council or department adjutant, or like or similar officers, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3).

SB423, s. 68 Section 68. 188.24 (3) of the statutes is amended to read:

SB423,171,8 188.24 (3) Sections 180.0203 and 181.32 181.0203 shall not apply to corporations organized under this section. In the execution of any conveyance or encumbrance by such corporation the post, county or district or department commander and the post, county or district council or department adjutant, or like or similar officers, shall have the powers and duties granted to presidents and secretaries respectively under s. 706.03 (2) and (3). This section shall apply to all corporations incorporated hereunder whether incorporated before or after May 14, 1937.

SB423, s. 69 Section 69. 198.13 (4) of the statutes is amended to read:

SB423,171,13 198.13 (4) Any district dissolved in accordance with sub. (3) shall nevertheless continue to be a body corporate for the time and purposes set forth in s. 181.65 and for such additional period as may be necessary for the district to retire all its outstanding bonds, subject to the limitations on its activities under s. 181.1405.

SB423, s. 70 Section 70. 199.08 of the statutes is amended to read:

SB423,171,19 199.08 Annual membership meeting. All members shall be eligible to attend, participate in and vote in the annual membership meeting called by the board under s. 199.07 (3). The form of the meeting shall be as provided under ss. 181.14 to 181.18 subch. VII of ch. 181. The meeting shall be open to the public and shall be held in different districts on a rotating basis.

SB423, s. 71 Section 71. 199.17 of the statutes is amended to read:

SB423,171,22 199.17 Dissolution. The corporation may dissolve under ss. 181.50 to 181.65 subch. XIV of ch. 181.

SB423, s. 72 Section 72. 227.485 (2) (b) of the statutes is amended to read:

SB423,171,25 227.485 (2) (b) "Nonprofit corporation" has the meaning designated in s. 181.02 (8) 181.0103 (17).

SB423, s. 73 Section 73. 232.07 (2) of the statutes is amended to read:

SB423,172,7 232.07 (2) Promptly upon issuance of the certificate of involuntary dissolution, the corporation shall pay, discharge or make adequate provision for its debts, liabilities and obligations, including any judgment, order or decree which may be entered against it in any pending legal action, and shall transfer all remaining assets to the state. The corporation's existence shall continue for purposes of pending legal actions and s. 181.65, subject to the limitations on its activities under s. 181.1405.

SB423, s. 74 Section 74. 234.94 (2) (b) (intro.) of the statutes is amended to read:

SB423,172,9 234.94 (2) (b) (intro.) A nonprofit corporation organized under ch. 181:

SB423, s. 75 Section 75. 234.94 (2) (b) 2m. of the statutes is created to read:

SB423,172,11 234.94 (2) (b) 2m. That is a nonprofit corporation, as defined in s. 181.0103 (17).

SB423, s. 76 Section 76. 252.12 (1) (c) of the statutes is amended to read:

SB423,172,14 252.12 (1) (c) "Nonprofit corporation" means a nonstock, nonprofit corporation organized under ch. 181 that is a nonprofit corporation, as defined in s. 181.0103 (17).

SB423, s. 77 Section 77. 255.05 (1) (b) of the statutes is amended to read:

SB423,172,17 255.05 (1) (b) "Nonprofit corporation" means a nonstock, nonprofit corporation organized under ch. 181 that is a nonprofit corporation, as defined in s. 181.0103 (17).

SB423, s. 78 Section 78. 255.06 (1) (c) of the statutes is amended to read:

SB423,172,21 255.06 (1) (c) "Nonprofit corporation" means a nonstock, nonprofit corporation organized under ch. 181, that is a nonprofit corporation as defined in s. 181.0103 (17), or a nonprofit corporation organized under ch. 180 before July 1, 1953.

SB423, s. 79 Section 79. 281.68 (1) (e) of the statutes is amended to read:

SB423,172,25 281.68 (1) (e) Does not have articles of incorporation or bylaws which limit or deny the right of any member or any class of members to vote as provided permitted under s. 181.16 181.0721 (1).

SB423, s. 80 Section 80. 301.235 (1) (c) of the statutes is amended to read:

SB423,173,4 301.235 (1) (c) "Nonprofit corporation" means a nonstock, nonprofit corporation organized under ch. 181 that is a nonprofit corporation, as defined in s. 181.0103 (17).

SB423, s. 81 Section 81. 440.03 (2) of the statutes is amended to read:

SB423,173,14 440.03 (2) The department may provide examination development services, consultation and technical assistance to other state agencies, federal agencies, counties, cities, villages, towns, national or regional organizations of state credentialing agencies, similar credentialing agencies in other states, national or regional accrediting associations, and nonprofit organizations. The department may charge a fee sufficient to reimburse the department for the costs of providing such services. In this subsection, "nonprofit organization" means a nonprofit corporation, as defined in s. 181.02 (4) 181.0103 (17), and an organization exempt from tax under 26 USC 501.

SB423, s. 82 Section 82. 440.92 (6) (b) 1. of the statutes is amended to read:

SB423,173,20 440.92 (6) (b) 1. If the preneed seller is a corporation that is required to file a report under s. 180.1622 or 181.651 181.1622, a copy of that report and the name, residence address and business address of each shareholder who beneficially owns, holds or has the power to vote 5% or more of any class of securities issued by the corporation.

SB423, s. 83 Section 83. 560.05 (1) (a) of the statutes is amended to read:

SB423,173,25 560.05 (1) (a) The term "corporation" in relation to any conveyance, lease or sublease made under sub. (2) means a nonstock, nonprofit corporation organized under ch. 181 or any law amendatory thereof or supplemental thereto that is a nonprofit corporation, as defined in s. 181.0103 (17).

SB423, s. 84 Section 84. 560.20 (1) (d) of the statutes is amended to read:

SB423,174,5 560.20 (1) (d) "Nonprofit organization" means a nonprofit corporation, as defined in s. 181.02 (8) 181.0103 (17), and any organization described in section 501 (c) (3) of the internal revenue code that is exempt from federal income tax under section 501 (a) of the internal revenue code.

SB423, s. 85 Section 85. 560.60 (18m) of the statutes is amended to read:

SB423,174,11 560.60 (18m) "Technology-based nonprofit organization" means a nonprofit corporation that is organized under ch. 181, as defined in s. 181.0103 (17), or an organization described in section 501 (c) (3) of the internal revenue code that is exempt from federal income tax under section 501 (a) of the internal revenue code, and that has as a mission the transfer of technology to businesses in this state.

SB423, s. 86 Section 86. 560.80 (7) (b) (intro.) of the statutes is amended to read:

SB423,174,15 560.80 (7) (b) (intro.) A nonprofit corporation organized under ch. 181 that is a nonprofit corporation as defined in s. 181.0103 (17), that is at least 51% controlled and actively managed by minority group members and that does all of the following:

SB423, s. 87 Section 87. 611.01 (2) of the statutes is amended to read:

SB423,174,18 611.01 (2) Mutual corporations. The definitions in s. 181.02 (1) to (3), (8) and (9) 181.0103 (3) and (18) apply to mutuals.

SB423, s. 88 Section 88. 611.07 (1) of the statutes is amended to read:

SB423,174,22 611.07 (1) Powers. Section Subject to s. 611.63, s. 180.0302 applies to stock corporations and s. 181.04 (1) to (14) and (16) 181.0302 (intro.), (1) to (15), (18) and (19) applies to mutuals.

SB423, s. 89 Section 89. 611.07 (2) of the statutes is amended to read:

SB423,175,3 611.07 (2) Effect of unauthorized corporate acts. Section 180.0304 applies to stock corporations and s. 181.057 181.0304 applies to mutuals, except that references to "attorney general" shall be read as "commissioner".

SB423, s. 90 Section 90. 611.07 (3) of the statutes is repealed.

SB423, s. 91 Section 91. 611.07 (4) of the statutes is amended to read:

SB423,175,10 611.07 (4) (title) Waiver of notice and informal action by shareholders, members or directors. Sections 180.0704, 180.0706, 180.0821 and 180.0823 apply to stock corporations and ss. 181.70 and 181.72 181.0704, 181.0706, 181.0821 and 181.0823 apply to mutuals. Section 181.0821 also applies to a committee of the board of a mutual, except that references to "board" shall be read as "committee".

SB423, s. 92 Section 92. 611.10 of the statutes is amended to read:

SB423,175,15 611.10 Reservation of corporate name. Sections 180.0402 and 180.0403 (2), (3) and (3m) apply to stock corporations and s. 181.07 applies ss. 181.0402 and 181.0403 (2), (3) and (3m) apply to mutuals. For such purposes references therein to "this chapter" shall include this chapter.

SB423, s. 93 Section 93. 611.12 (2) (intro.) of the statutes is amended to read:

SB423,175,18 611.12 (2) Mutuals. (intro.) Section 181.31 181.0202 applies to the articles of a mutual, except, that:

SB423, s. 94 Section 94. 611.12 (2) (a) of the statutes is amended to read:

SB423,175,22 611.12 (2) (a) The name of the corporation shall include the words "mutual" and "insurance" or terms of equivalent meaning and shall comply with s. 181.06 (3) 181.0401 (2) to (4);