AB765,61,23
19(3) By publication. (a) Except as provided in par. (b), if the address of the
20corporation's principal office cannot be determined from the records held by the
21department, the corporation may be served by publishing a class 3 notice, under ch.
22985, in the community where the corporation's principal office or registered office,
23as most recently designated in the records of the department, is located.
AB765,62,224
(b) If a process, notice or demand is served by the department on a corporation
25under s. 181.1421 and the address of the corporation's principal office cannot be
1determined from the records of the department, the corporation may be served by
2publishing a class 2 notice, under ch. 985, in the official state newspaper.
AB765,62,5
3(4) Other methods of service. This section does not limit or affect the right
4to serve any process, notice or demand required or permitted by law to be served on
5a corporation in any other manner permitted by law.
AB765,62,76
Subchapter VI
7
Members and memberships
AB765,62,10
8181.0601 Admission. (1) Criteria and procedures. The articles of
9incorporation or bylaws may establish criteria or procedures for admission of
10members.
AB765,62,12
11(2) Consent required. A person may not be admitted as a member without the
12person's consent.
AB765,62,16
13181.0602 Consideration and certificates. Except as provided in its articles
14of incorporation or bylaws, a corporation may admit members for no consideration
15or for such consideration as is determined by the board. A corporation may issue
16certificates evidencing membership in the corporation.
AB765,62,18
17181.0603 No requirement of members. A corporation is not required to
18have members.
AB765,62,24
19181.0610 Differences in rights and obligations of members. All members
20shall have the same rights and obligations with respect to voting, dissolution,
21redemption and transfer, unless the articles of incorporation or bylaws establish
22classes of membership with different rights or obligations. All members shall have
23the same rights and obligations with respect to any other matters, except as set forth
24in or authorized by the articles of incorporation or bylaws.
AB765,63,3
1181.0611 Transfers. (1) When authorized. Except as set forth in or
2authorized by the articles of incorporation or bylaws, a member of a corporation may
3not transfer a membership or any right arising from a membership.
AB765,63,7
4(2) Adoption of restrictions. If transfer rights have been provided, no
5restriction on them shall be binding with respect to a member holding a membership
6issued before the adoption of the restriction unless the restriction is approved by the
7members and the affected member.
AB765,63,10
8181.0612 Member's liability to 3rd parties. A member of a corporation is
9not, as a member, personally liable for the acts, debts, liabilities or obligations of the
10corporation.
AB765,63,14
11181.0613 Member's liability for dues, assessments and fees. A member
12may become liable to the corporation for dues, assessments or fees. An article of
13incorporation or bylaw provision or a resolution adopted by the board authorizing or
14imposing dues, assessments or fees does not, of itself, create liability.
AB765,63,18
15181.0614 Creditor's action against member. (1) Final judgment required.
16A proceeding may not be brought by a creditor to reach the liability, if any, of a
17member under s. 181.0613 to the corporation unless final judgment has been
18rendered in favor of the creditor against the corporation.
AB765,63,22
19(2) Intervention and joinder. A creditor of the corporation, with or without
20reducing the creditor's claim to judgment, may intervene in a creditor's proceeding
21brought under sub. (1) to reach and apply unpaid amounts due the corporation. Any
22member who owes an amount to the corporation may be joined in the proceeding.
AB765,64,2
23181.0620 Termination, expulsion and suspension. (1) Termination of
24membership. Unless otherwise provided in the articles of incorporation, membership
1shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all
2of the rights of the member in the corporation or in its property shall cease.
AB765,64,8
3(2) Expulsion and suspension. Members may be suspended or expelled in the
4manner provided in the articles of incorporation, or in the bylaws, if the articles so
5provide. If no provision is made in the articles of incorporation, a member may be
6expelled, or suspended for a specific period of time, by an affirmative vote of
7two-thirds of the members entitled to vote, or of two-thirds of the directors if there
8are no members entitled to vote.
AB765,64,11
9(3) Liability. A member who has been expelled or suspended may be liable to
10the corporation for dues, assessments or fees because of obligations incurred or
11commitments made before expulsion or suspension.
AB765,64,16
12181.0622 Purchase of memberships. A corporation may purchase the
13membership of a member who resigns or whose membership is terminated for the
14amount and pursuant to the conditions set forth in or authorized by its articles of
15incorporation or bylaws. A corporation may not make a payment under this section
16that violates s. 181.1302 (1).
AB765,64,19
17181.0640 Delegates. (1) Role of delegates. A corporation may provide in
18its articles of incorporation or bylaws that delegates have some or all of the authority
19of members.
AB765,64,21
20(2) Permissible provisions. The articles of incorporation or bylaws may include
21provisions relating to all of the following:
AB765,64,2222
(a) Dividing the membership into geographical or other districts or units.
AB765,64,2423
(b) Determining the number of delegates to be elected in each district or unit.
24This determination may be made from time to time by the board of directors.
AB765,65,2
1(c) The characteristics, qualifications, rights, limitations and obligations of
2delegates, including their selection and removal.
AB765,65,33
(d) Calling, noticing, holding and conducting meetings of delegates.
AB765,65,44
(e) Carrying on corporate activities during and between meetings of delegates.
AB765,65,65
(f) Providing for the election or appointment of district or unit committees and
6officers.
AB765,65,9
7181.0670 Limited liability of volunteers. (1) Definition. In this section,
8"volunteer" means an individual, other than an employe of the corporation, who
9provides services to or on behalf of the corporation without compensation.
AB765,65,13
10(2) Limited liability. Except as provided in sub. (3), a volunteer is not liable
11to any person for damages, settlements, fees, fines, penalties or other monetary
12liabilities arising from any act or omission as a volunteer, unless the person asserting
13liability proves that the act or omission constitutes any of the following:
AB765,65,1614
(a) A violation of criminal law, unless the volunteer had reasonable cause to
15believe that his or her conduct was lawful or had no reasonable cause to believe that
16his or her conduct was unlawful.
AB765,65,1717
(b) Wilful misconduct.
AB765,65,1918
(c) If the volunteer is a director or officer of the corporation, an act or omission
19within the scope of the volunteer's duties as a director or officer.
AB765,65,2120
(d) An act or omission for which the volunteer received compensation or any
21thing of substantial value instead of compensation.
AB765,66,222
(e) Negligence in the practice of a profession, trade or occupation that requires
23a credential, as defined in s. 440.01 (2) (a), or other license, registration, certification,
24permit or approval, if the volunteer did not have the required credential, license,
1registration, certificate, permit or approval at the time of the negligent act or
2omission.
AB765,66,4
3(3) Applicability. (a) Except as provided in par. (b), this section does not apply
4to any of the following:
AB765,66,65
1. A civil or criminal proceeding brought by or on behalf of any governmental
6unit, authority or agency.
AB765,66,97
2. A proceeding brought by any person for a violation of state or federal law if
8the proceeding is brought under an express private right of action created by state
9or federal statute.
AB765,66,1210
3. Claims arising from the negligent operation by a volunteer of an automobile,
11truck, train, airplane or other vehicle for which an operator's permit, license or
12insurance is required.
AB765,66,1413
(b) Paragraph (a) 1. and 2. does not apply to a proceeding brought by or on
14behalf of a governmental unit, authority or agency in its capacity as a contractor.
AB765,66,1615
Subchapter VII
16
Member meetings and voting
AB765,66,19
17181.0701 Annual and regular meetings. (1) Annual meetings. A
18corporation with members shall hold annual meetings of members at a time stated
19in or fixed in accordance with the bylaws.
AB765,66,21
20(2) Membership meetings. A corporation with members may hold regular
21membership meetings at the times stated in or fixed in accordance with the bylaws.
AB765,66,25
22(3) Place of meetings. Annual and regular membership meetings may be held
23in or outside of this state at the place stated in or fixed in accordance with the bylaws.
24If no place is stated in or fixed in accordance with the bylaws, the corporation shall
25hold annual and regular meetings at the corporation's principal office.
AB765,67,4
1(4) Matters considered at annual meetings. At the annual meeting, an officer
2shall report on the activities and financial condition of the corporation and the
3members shall consider and act upon such other matters as may be raised consistent
4with the requirements of s. 181.0705.
AB765,67,7
5(5) Matters considered at regular meetings. At regular meetings the
6members shall consider and act upon such matters as may be raised consistent with
7the requirements of s. 181.0705.
AB765,67,10
8(6) Failure to hold meeting. The failure to hold an annual or regular meeting
9at a time stated in or fixed in accordance with a corporation's bylaws does not affect
10the validity of any corporate action.
AB765,67,12
11181.0702 Special meeting. (1) When held. A corporation with members
12shall hold a special meeting of members if any of the following occurs:
AB765,67,1413
(a) A special meeting is called by the board or any person authorized by the
14articles of incorporation or bylaws to call a special meeting.
AB765,67,1815
(b) Members holding at least 5% of the voting power of a corporation, or such
16other percentage specified in the articles of incorporation or bylaws, sign, date and
17deliver to any corporate officer one or more written demands for the meeting
18describing one or more purposes for which it is to be held.
AB765,67,21
19(2) Record date. The close of business on the 30th day before delivery of the
20demand for a special meeting to any corporate officer is the record date for
21determining if the percentage requirement of sub. (1) (b) has been met.
AB765,68,2
22(3) If notice not given. Notwithstanding sub. (4), if a notice for a special
23meeting demanded under sub. (1) (b) is not given under s. 181.0705 within 30 days
24after the date on which the written demand is delivered to a corporate officer, a
1person signing the demand may set the time, and, subject to sub. (4), the place, of the
2meeting. The person signing the demand shall give notice under s. 181.0705.
AB765,68,6
3(4) Place of meeting. A corporation may hold a special meeting of members
4in or outside of this state at the place stated in or fixed in accordance with the bylaws.
5If no place is stated or fixed in accordance with the bylaws, a corporation shall hold
6a special meeting at the corporation's principal office.
AB765,68,9
7(5) Scope of meeting. Only those matters that are within the purpose
8described in the meeting notice required by s. 181.0705 may be conducted at a special
9meeting of members.
AB765,68,21
10181.0704 Action by written consent. (1) When permitted. Unless limited
11or otherwise provided in the articles of incorporation or bylaws, action required or
12permitted by this chapter to be approved by the members may be approved without
13a meeting of members if the action is approved by members holding at least 80% of
14the voting power, or a different percentage, not less than 50%, specified in the articles
15of incorporation or bylaws. The action must be evidenced by one or more written
16consents describing the action taken, signed by the required number of members,
17and delivered to the corporation for inclusion in the minutes or filing with the
18corporate records. All signatures on the written consent shall be dated and, in
19determining whether the required number of members have signed the consent, only
20those signatures dated after the date of the most recent meeting of the members may
21be counted.
AB765,68,24
22(2) Record date. If not otherwise determined under s. 181.0160 or 181.0707,
23the record date for determining members entitled to take action without a meeting
24is the date on which the first member signs the consent under sub. (1).
AB765,69,3
1(3) Effect of consent. A consent signed under this section has the effect of a
2meeting vote and may be described as such in any document filed with the
3department.
AB765,69,7
4(4) Notice requirements. Written notice of member approval under this
5section shall be given to all members who have not signed the written consent. If
6written notice is required, member approval under this section shall be effective 10
7days after such written notice is given.
AB765,69,10
8181.0705 Notice of meeting. (1) When required. A corporation shall give
9notice of meetings of members as provided in its bylaws or, if the bylaws are silent,
10in a manner that is fair and reasonable.
AB765,69,14
11(2) In general. Any notice that conforms to the requirements of sub. (3) is fair
12and reasonable. Except for matters referred to in sub. (3) (b), other means of giving
13notice may also be fair and reasonable when all of the circumstances are considered.
14Section 181.0141 applies to notices provided under this section.
AB765,69,16
15(3) Notice safe harbor. Notice is fair and reasonable if all of the following
16conditions exist:
AB765,69,2017
(a) The corporation notifies its members of the place, date and time of each
18annual, regular and special meeting of members not more than 60 days and not less
19than 10 days, or, if notice is mailed by other than first class or registered mail, 30
20days, before the meeting date.
AB765,69,2321
(b) Notice of an annual or regular meeting includes a description of any matter
22or matters that must be approved by the members under s. 181.0723 (2), 181.0831,
23181.0873 (4), 181.1003, 181.1021, 181.1105, 181.1202 or 181.1401.
AB765,69,2524
(c) Notice of a special meeting includes a description of the matter or matters
25for which the meeting is called.
AB765,70,7
1(4) Adjourned meetings. Unless the bylaws require otherwise, if an annual,
2regular or special meeting of members is adjourned to a different date, time or place,
3notice need not be given of the new date, time or place, if the new date, time or place
4is announced at the meeting before adjournment. If a new record date for the
5adjourned meeting is or must be fixed under s. 181.0707, notice of the adjourned
6meeting must be given under this section to the members of record as of the new
7record date.
AB765,70,13
8(5) Notice of issues raised by members. When giving notice of an annual,
9regular or special meeting of members, a corporation shall give notice of a matter
10that a member intends to raise at the meeting if requested in writing to do so by a
11person entitled to call a special meeting and the request is received by the secretary
12or president of the corporation at least 10 days before the corporation gives notice of
13the meeting.
AB765,70,18
14181.0706 Waiver of notice. (1) Waiver requirements. A member may waive
15any notice required by this chapter, the articles of incorporation, or bylaws before or
16after the date and time stated in the notice. The waiver must be in writing, be signed
17by the member entitled to the notice, and be delivered to the corporation for inclusion
18in the minutes or filing with the corporate records.
AB765,70,20
19(2) Effect of attendance. A member's attendance at a meeting waives
20objection to all of the following:
AB765,70,2321
(a) Lack of notice or defective notice of the meeting, unless the member at the
22beginning of the meeting objects to holding the meeting or transacting business at
23the meeting.
AB765,71,3
1(b) Consideration of a particular matter at the meeting that is not within the
2purpose or purposes described in the meeting notice, unless the member objects to
3considering the matter when it is presented.
AB765,71,13
4181.0707 Record date; determining members entitled to notice and
5vote. (1) Record date for notice. The bylaws of a corporation may fix or provide
6the manner of fixing a date as the record date for determining the members entitled
7to notice of a members' meeting. If the bylaws do not fix or provide for fixing such
8a record date, the board may fix a future date as such a record date. If no such record
9date is fixed, members at the close of business on the business day preceding the day
10on which notice is given are entitled to notice of the meeting. However, if a meeting
11is held without notice, the determination of who is entitled to waive notice is made
12as of the close of business on the business day preceding the day on which the meeting
13is held.
AB765,71,19
14(2) Record date for voting. The bylaws of a corporation may fix or provide the
15manner of fixing a date as the record date for determining the members entitled to
16vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record
17date, the board may fix a future date as such a record date. If no such record date
18is fixed, members on the date of the meeting who are otherwise eligible to vote are
19entitled to vote at the meeting.
AB765,72,2
20(3) Record date for exercise of other rights. The bylaws may fix or provide
21the manner for determining a date as the record date for the purpose of determining
22the members entitled to exercise any rights in respect of any other lawful action. If
23the bylaws do not fix or provide for fixing such a record date, the board may fix in
24advance such a record date. If no such record date is fixed, members at the close of
25business on the day on which the board adopts the resolution relating thereto, or the
160th day before the date of such other action, whichever is later, are entitled to
2exercise such rights.
AB765,72,5
3(4) Limitations on record dates. Unless the bylaws of a corporation provide
4otherwise, a record date fixed under this section may not be more than 70 days before
5the meeting or action requiring a determination of members occurs.
AB765,72,10
6(5) Adjourned meetings. A determination of members entitled to notice of or
7to vote at a membership meeting is effective for any adjournment of the meeting
8unless the board fixes a new date for determining the right to notice or the right to
9vote, which it must do if the meeting is adjourned to a date more than 70 days after
10the record date for determining members entitled to notice of the original meeting.
AB765,72,14
11(6) Court-ordered adjournment. If a court orders a meeting adjourned to a
12date more than 120 days after the date fixed for the original meeting, it may provide
13that the original record date for notice or voting continues in effect or it may fix a new
14record date for notice or voting.
AB765,72,18
15181.0708 Action by written ballot. (1)
When permitted. If permitted by
16the articles of incorporation or bylaws, any action that may be taken at an annual,
17regular or special meeting of members may be taken without a meeting if the
18corporation delivers a written ballot to every member entitled to vote on the matter.
AB765,72,20
19(2) Ballot requirements. A written ballot shall set forth each proposed action
20and provide an opportunity to vote for or against each proposed action.
AB765,73,2
21(3) Voting requirements. Approval by written ballot under this section shall
22be valid only when the number of votes cast by ballot equals or exceeds the quorum
23required to be present at a meeting authorizing the action, and the number of
24approvals equals or exceeds the number of votes that would be required to approve
1the matter at a meeting at which the total number of votes cast was the same as the
2number of votes cast by ballot.
AB765,73,4
3(4) Solicitation requirements. A solicitation for votes by written ballot shall
4include all of the following:
AB765,73,55
(a) The number of responses needed to meet the quorum requirements.
AB765,73,76
(b) The percentage of approvals necessary to approve each matter other than
7election of directors.
AB765,73,98
(c) The time by which a ballot must be received by the corporation in order to
9be counted.
AB765,73,11
10(5) Revocation. Except as otherwise provided in the articles of incorporation
11or bylaws, a written ballot may not be revoked.
AB765,73,19
12181.0720 Members' list for meeting. (1) List of members. After fixing a
13record date for a notice of a meeting, a corporation shall prepare an alphabetical list
14of the names of all of its members who are entitled to notice of the meeting. The list
15must show the address and number of votes each member is entitled to vote at the
16meeting. The corporation shall prepare on a current basis through the time of the
17membership meeting a list of members, if any, who are entitled to vote at the meeting,
18but not entitled to notice of the meeting. This list shall be prepared on the same basis
19as and be part of the list of members.
AB765,74,3
20(2) Inspection before meeting. The list of members must be available for
21inspection by any member for the purpose of communication with other members
22concerning the meeting, beginning 2 business days after notice is given of the
23meeting for which the list was prepared and continuing through the meeting, at the
24corporation's principal office or at a reasonable place identified in the meeting notice
25in the city where the meeting will be held. A member, a member's agent or a
1member's attorney is entitled on written demand to inspect and, subject to ss.
2181.1602 (3) and 181.1605, to copy the list, at a reasonable time and at the member's
3expense, during the period it is available for inspection.
AB765,74,6
4(3) Inspection at meeting. The corporation shall make the list of members
5available at the meeting, and any member, a member's agent or a member's attorney
6is entitled to inspect the list at any time during the meeting or any adjournment.
AB765,74,15
7(4) Refusal to allow inspection. If the corporation refuses to allow a member,
8a member's agent or a member's attorney to inspect the list of members before or at
9the meeting or to copy the list as permitted under sub. (2), the circuit court for the
10county where a corporation's principal office, or if none in this state, its registered
11office, is located, on application of the member, may summarily order the inspection
12or copying at the corporation's expense and may postpone the meeting for which the
13list was prepared until the inspection or copying is complete and may order the
14corporation to pay the member's costs, including reasonable attorney fees, incurred
15to obtain the order.
AB765,74,17
16(5) Effect of noncompliance. Refusal or failure to prepare or make available
17the list of members does not affect the validity of action taken at the meeting.
AB765,74,20
18181.0721 Voting entitlement generally. (1) In general. Unless the articles
19of incorporation or bylaws provide otherwise, each member is entitled to one vote on
20each matter voted on by the members.