180.0705(4)(a)(a) Unless the bylaws require otherwise and except as provided in
par. (b), if an annual or special shareholders' meeting is adjourned to a different date, time or place, the corporation is not required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment.
180.0705(4)(b)
(b) If a new record date for an adjourned meeting is or must be fixed under
s. 180.0707 (3), the corporation shall give notice of the adjourned meeting under this section to persons who are shareholders as of the new record date.
180.0705 History
History: 1989 a. 303.
180.0706
180.0706
Waiver of and exemption from notice. 180.0706(1)
(1) A shareholder may waive any notice required by this chapter, the articles of incorporation or the bylaws at any time. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under any applicable provisions of this chapter, except that the time and place of meeting need not be stated, and be delivered to the corporation for inclusion in the corporate records.
180.0706(2)
(2) A shareholder's attendance at a meeting, in person or by proxy, waives objection to all of the following:
180.0706(2)(a)
(a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.
180.0706(2)(b)
(b) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
180.0706(3)(a)(a) Except as provided in
par. (b), any notice required to be given by a corporation to a shareholder under this chapter is not required to be given if any of the following applies:
180.0706(3)(a)1.
1. Notice of 2 consecutive annual meetings, and all notices of meetings during the period between these annual meetings, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned as undeliverable.
180.0706(3)(a)2.
2. All, but not less than 2, payments of dividends on securities during a one-year period, or 2 consecutive payments of dividends on securities during a period of more than one year, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned as undeliverable.
180.0706(3)(b)
(b) If a shareholder to whom
par. (a) applies delivers to the corporation a written notice containing the shareholder's current address, then, beginning 30 days after receipt of the notice by the corporation, the requirement that notice be given to the shareholder is reinstated, until such time as
par. (a) may again apply.
180.0707(1)(1) The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date.
180.0707(2)
(2) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.
180.0707(3)(a)(a) Except as provided in
par. (b), a determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
180.0707(3)(b)
(b) 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 continues in effect or it may fix a new record date.
180.0707 History
History: 1989 a. 303.
180.0708
180.0708
Conduct of meeting. Unless the articles of incorporation or bylaws provide otherwise, every meeting of the shareholders shall be conducted as follows:
180.0708(1)
(1) A chairperson shall preside over the meeting. The chairperson shall be appointed by the board of directors.
180.0708(2)
(2) The chairperson shall determine the order of business and the time of adjournment and may establish rules for the conduct of the meeting which the chairperson believes are fair to the interests of all shareholders.
180.0708(3)
(3) The chairperson shall determine and announce at the meeting the time at which the polls will close for each matter voted upon at the meeting. The polls close at the announced time, except that, if no such announcement is made, the polls close upon final adjournment of the meeting. After the polls close, no ballots, proxies, or votes or revocations or changes to ballots, proxies, or votes may be accepted.
180.0708 History
History: 2005 a. 476.
180.0720
180.0720
Shareholders' list for meeting. 180.0720(1)
(1) After fixing a record date for a meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by class or series of shares and show the address of and number of shares held by each shareholder.
180.0720(2)
(2) The corporation shall make the shareholders' list available for inspection by any shareholder, beginning 2 business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent or attorney may, on written demand, inspect and, subject to
s. 180.1602 (2) (b) 3. to
5., copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection under this subsection.
180.0720(3)
(3) The corporation shall make the shareholders' list available at the meeting, and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment.
180.0720(4)
(4) If the corporation refuses to allow a shareholder or his or her agent or attorney to inspect the shareholders' list before or at the meeting, or to copy the list as permitted by
sub. (2), on petition of the shareholder, the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located may, after notice to the corporation and an opportunity to be heard, order the inspection or copying at the corporation's expense. The court may also postpone the meeting for which the list was prepared until the inspection or copying is complete.
180.0720(5)
(5) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
180.0720 History
History: 1989 a. 303.
180.0721
180.0721
Voting entitlement of shares. 180.0721(1)
(1) Except as provided in
subs. (2) and
(4) and
s. 180.1150, or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
180.0721(2)
(2) The shares of a domestic corporation are not entitled to vote if they are owned, directly or indirectly, by a 2nd domestic corporation or foreign corporation and the first domestic corporation owns, directly or indirectly, a sufficient number of shares entitled to elect a majority of the directors of the 2nd domestic corporation or foreign corporation.
180.0721(3)
(3) Subsection (2) does not limit the power of a domestic corporation or foreign corporation to vote any shares, including its shares, held by it in a fiduciary capacity.
180.0721(4)
(4) Redeemable shares are not entitled to vote after written notice of redemption that complies with
s. 180.0141 is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
180.0721 History
History: 1989 a. 303;
1991 a. 16.
180.0722(1)(1) A shareholder may vote his or her shares in person or by proxy.
180.0722(2)(a)(a) A shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent in writing to any corporate action without a meeting of shareholders, may authorize another person to act for the shareholder by appointing the person as proxy. An appointment of a proxy may be in durable form as provided in
ch. 244.
180.0722(2)(b)
(b) Without limiting the manner in which a shareholder may appoint a proxy under
par. (a), a shareholder or the shareholder's authorized officer, director, employee, agent or attorney-in-fact may use any of the following as a valid means to make such an appointment:
180.0722(2)(b)1.
1. Appointment of a proxy in writing by signing or causing the shareholder's signature to be affixed to an appointment form by any reasonable means, including, but not limited to, by facsimile signature.
180.0722(2)(b)2.
2. Appointment of a proxy by transmitting or authorizing the transmission of an electronic transmission of the appointment to the person who will be appointed as proxy or to a proxy solicitation firm, proxy support service organization or like agent authorized to receive the transmission by the person who will be appointed as proxy. Every electronic transmission shall contain, or be accompanied by, information that can be used to reasonably determine that the shareholder transmitted or authorized the transmission of the electronic transmission. Any person charged with determining whether a shareholder transmitted or authorized the transmission of the electronic transmission shall specify the information upon which the determination is made.
180.0722(2)(c)
(c) Any copy, facsimile telecommunication or other reliable reproduction of the information in the appointment form under
par. (b) 1. or the electronic transmission under
par. (b) 2. may be substituted or used in lieu of the original appointment form or electronic transmission for any purpose for which the original appointment form or electronic transmission could be used, but only if the copy, facsimile telecommunication or other reliable reproduction is a complete reproduction of the information in the original appointment form or electronic transmission.
180.0722(3)
(3) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment.
180.0722(4)(a)(a) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include, but are not limited to, the appointment of any of the following:
180.0722(4)(a)3.
3. A creditor of the corporation who extended it credit under terms requiring the appointment.
180.0722(4)(a)4.
4. An employee or officer of the corporation whose employment contract requires the appointment.
180.0722(4)(b)
(b) An appointment made irrevocable under
par. (a) is revoked when the interest with which it is coupled is extinguished.
180.0722(5)
(5) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless the secretary or other officer or agent of the corporation authorized to tabulate votes receives notice of the death or incapacity before the proxy exercises his or her authority under the appointment.
180.0722(6)
(6) Notwithstanding
sub. (4), a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or, if the shares are without certificates, on the information statement for the shares.
180.0722(7)
(7) Subject to
s. 180.0724 and to any express limitation on the proxy's authority stated in the appointment form or electronic transmission, a corporation may accept the proxy's vote or other action as that of the shareholder making the appointment.
180.0722(8)(a)
(a) Notwithstanding
sub. (4), may be revoked at any time by openly stating the revocation at a shareholder meeting or appointing a new proxy in the manner provided under
sub. (2) (b).
180.0722(8)(b)
(b) Shall be solicited and appointed apart from the sale of or offer to purchase shares of the resident domestic corporation, as defined in
s. 180.1150 (1) (c).
180.0722(8)(c)
(c) May not be solicited sooner than 30 days before the meeting called under
s. 180.1150 (5), unless otherwise agreed in writing by the person acting under
s. 180.1150 and the directors of the resident domestic corporation, as defined in
s. 180.1150 (1) (c).
180.0723
180.0723
Shares held by nominees. 180.0723(1)
(1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
180.0723(2)
(2) The procedure may set forth all of the following:
180.0723(2)(b)
(b) The rights or privileges that the corporation recognizes in a beneficial owner.
180.0723(2)(c)
(c) The manner in which the nominee selects the procedure.
180.0723(2)(d)
(d) The information that must be provided when the procedure is selected.
180.0723(2)(e)
(e) The period for which selection of the procedure is effective.
180.0723 History
History: 1989 a. 303.
180.0724
180.0724
Acceptance of instruments showing shareholder action. 180.0724(1)(1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.
180.0724(2)
(2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following apply:
180.0724(2)(a)
(a) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.
180.0724(2)(b)
(b) The name signed purports to be that of a personal representative, guardian, or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation is presented with respect to the vote, consent, waiver, or proxy appointment.
180.0724(2)(c)
(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment.
180.0724(2)(d)
(d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder is presented with respect to the vote, consent, waiver or proxy appointment.
180.0724(2)(e)
(e) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.
180.0724(3)
(3) The corporation may reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent of the corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.
180.0724(4)
(4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with this section or
s. 180.0722 (2) are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
180.0724(5)
(5) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section or
s. 180.0722 (2) is valid unless a court of competent jurisdiction determines otherwise.
180.0724 History
History: 1989 a. 303;
1999 a. 9;
2001 a. 102.
180.0725
180.0725
Quorum and voting requirements for voting groups. 180.0725(1)(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or this chapter provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
