SB423: Bill Text

SB423,23,10 46.81 (1) (a) 3. A private, nonprofit corporation that is organized under ch. 181 and that is a nonprofit corporation, as defined in s. 181.0103 (17).

SB423, s. 23 Section 23. 46.82 (1) (a) 3. of the statutes is amended to read:

SB423,23,13 46.82 (1) (a) 3. A private, nonprofit corporation that is organized under ch. 181 and that is a nonprofit corporation, as defined in s. 181.0103 (17).

SB423, s. 24 Section 24. 46.93 (1m) (c) of the statutes is amended to read:

SB423,23,17 46.93 (1m) (c) "Nonprofit corporation" means a nonstock, nonprofit corporation that is organized under ch. 181 and that is a nonprofit corporation, as defined in s. 181.0103 (17).

SB423, s. 25 Section 25. 46.997 (1) (d) of the statutes is amended to read:

SB423,23,21 46.997 (1) (d) "Nonprofit corporation" means a nonstock, nonprofit corporation that is organized under ch. 181 and that is a nonprofit corporation, as defined in s. 181.0103 (17).

SB423, s. 26 Section 26. 49.134 (1) (c) of the statutes is amended to read:

SB423,24,2 49.134 (1) (c) "Nonprofit, tax-exempt corporation" means a nonstock, nonprofit corporation organized under ch. 181 that is a nonprofit corporation, as defined in s. 181.0103 (17), and that is exempt from taxation under section 501 (c) of the internal revenue code.

SB423, s. 27 Section 27. 49.34 (5m) (a) 1. of the statutes is amended to read:

SB423,24,7 49.34 (5m) (a) 1. "Provider" means a nonprofit, nonstock corporation organized under ch. 181 that is a nonprofit corporation, as defined in s. 181.0103 (17), and that contracts under this section to provide client services on the basis of a unit rate per client service.

SB423, s. 28 Section 28. 59.43 (2) (ag) 1. of the statutes is amended to read:

SB423,24,13 59.43 (2) (ag) 1. After June 30, 1991, and subject to s. 59.72 (5), for recording any instrument entitled to be recorded in the office of the register of deeds, $10 for the first page and $2 for each additional page, except that no fee may be collected for recording a change of address that is exempt from a filing fee under s. 181.68 (1) (b) or (e) or 185.83 (1) (b).

SB423, s. 29 Section 29. 59.57 (2) (e) 2. of the statutes is amended to read:

SB423,24,24 59.57 (2) (e) 2. The articles of incorporation shall be signed and acknowledged by persons designated by the board or where counties join in the formation of the agency by the boards of those counties and shall include at least 3 of the following from each county: the county executive, if there is one; the chairperson of the board; the chairperson of the board finance committee, if there is one; the county corporation counsel and the county auditor or treasurer in counties having no county auditor, and only those persons so signing and acknowledging the articles of incorporation shall for the purposes of ch. 181 be the incorporators of the agency. When counties join in the formation of the agency, the articles of incorporation shall be recorded in the office of the register of deeds of each county.

SB423, s. 30 Section 30. 59.82 (1) (a) of the statutes is amended to read:

SB423,25,3 59.82 (1) (a) A nonstock, nonprofit corporation is organized under ch. 181, and that corporation is a nonprofit corporation as defined in s. 181.0103 (17), organized for the sole purpose of developing a research and technology park under sub. (2).

SB423, s. 31 Section 31. 66.501 (6) of the statutes is amended to read:

SB423,25,11 66.501 (6) Definitions. Unless context otherwise requires, the terms "buildings", "new buildings" and "existing buildings" as used in this section include all buildings, structures, improvements, facilities, equipment or other capital items which the governing body of the city, village or town determines to be necessary or desirable for the purpose of providing hospital facilities. The term "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. 32 Section 32. 66.504 (1) (b) of the statutes is amended to read:

SB423,25,14 66.504 (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. 33 Section 33. 95.14 (4) of the statutes is amended to read:

SB423,25,18 95.14 (4) Any such corporation shall have the general powers of other corporations and its articles of organization shall conform to s. 181.31 181.0202 with such modifications as this section requires.

SB423, s. 34 Section 34. 106.13 (4) (a) 1. of the statutes is amended to read:

SB423,25,22 106.13 (4) (a) 1. "Nonprofit organization" means a nonstock, nonprofit corporation under ch. 181 that is a nonprofit corporation, as defined in s. 181.0103 (17).

SB423, s. 35 Section 35. 146.50 (1) (k) of the statutes is amended to read:

SB423,25,25 146.50 (1) (k) "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. 36 Section 36. 146.55 (1) (f) of the statutes is amended to read:

SB423,26,3 146.55 (1) (f) "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. 37 Section 37. 157.62 (1) (b) of the statutes is amended to read:

SB423,26,6 157.62 (1) (b) Paragraph (a) does not apply to any person required to file a report under s. 180.1622 or 181.651 181.1622.

SB423, s. 38 Section 38. 157.62 (2) (b) 1. of the statutes is amended to read:

SB423,26,9 157.62 (2) (b) 1. A copy of any report required under sub. (1) (a) or s. 180.1622 or 181.651 181.1622.

SB423, s. 39 Section 39. 157.62 (2) (b) 2. of the statutes is amended to read:

SB423,26,12 157.62 (2) (b) 2. If the cemetery authority is required to file a report under s. 180.1622 or 181.651 181.1622, the information specified in sub. (1) (a) 3.

SB423, s. 40 Section 40. 157.62 (2) (b) 7. of the statutes is amended to read:

SB423,26,16 157.62 (2) (b) 7. The information specified in sub. (1) (a), to the extent applicable, if the cemetery is not required to file a report under sub. (1) (a) or s. 180.1622 or 181.651 181.1622.

SB423, s. 41 Section 41. 180.0401 (2) (a) 2. of the statutes is amended to read:

SB423,26,19 180.0401 (2) (a) 2. A corporate name reserved or registered under s. 180.0402 or, 180.0403, 181.0402 or 181.0403.

SB423, s. 42 Section 42. 180.0401 (2) (a) 3. of the statutes is amended to read:

SB423,26,23 180.0401 (2) (a) 3. The corporate name of a dissolved corporation or a dissolved nonstock corporation that has retained the exclusive use of its name under s. 180.1405 (3) or 181.1405 (3), respectively.

SB423, s. 43 Section 43. 180.0401 (2) (a) 4. of the statutes is amended to read:

SB423,27,2 180.0401 (2) (a) 4. The fictitious name adopted by a foreign corporation or a foreign nonstock corporation authorized to transact business in this state.

SB423, s. 44 Section 44. 180.0501 (3) of the statutes is amended to read:

SB423,27,6 180.0501 (3) A foreign corporation, nonstock corporation or limited liability company authorized to transact business in this state whose business office is identical with the registered office.

SB423, s. 45 Section 45. 180.1506 (2) (a) 2. of the statutes is amended to read:

SB423,27,9 180.1506 (2) (a) 2. A corporate name reserved or registered under s. 180.0402 or, 180.0403, 181.0402 or 181.0403.

SB423, s. 46 Section 46. 180.1506 (2) (a) 3. of the statutes is amended to read:

SB423,27,13 180.1506 (2) (a) 3. The corporate name of a dissolved corporation or a dissolved nonstock corporation that has retained the exclusive use of its name under s. 180.1405 (3) or 181.1405 (3), respectively.

SB423, s. 47 Section 47. 180.1506 (2) (a) 4. of the statutes is amended to read:

SB423,27,16 180.1506 (2) (a) 4. The fictitious name of another foreign corporation or nonstock corporation authorized to transact business in this state.

SB423, s. 48 Section 48. Chapter 181 of the statutes, as affected by 1997 Wisconsin Act 27, is repealed and recreated to read:

SB423,27,20 Chapter 181 Nonstock corporations

SB423,27,22 Subchapter I General provisions

SB423,27,23 181.0103 Definitions. In this chapter:

SB423,27,25 (1) "Articles of incorporation" includes amended and restated articles of incorporation and articles of domestication.

SB423,28,2 (2) "Board" means the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated.

SB423,28,5 (3) "Bylaws" means the code of rules, other than the articles of incorporation, adopted under this chapter for the regulation or management of the affairs of a corporation, by whatever name designated.

SB423,28,9 (4) "Class" means a group of memberships having the same rights, whether those rights are identical or are determined by a formula applied uniformly, with respect to voting, dissolution of a corporation, and redemption and transfer of memberships.

SB423,28,12 (5) "Corporation" or "domestic corporation" means, except as used in subs. (13) and (18), a nonstock corporation, including a nonprofit corporation, that is subject to the provisions of this chapter, except a foreign corporation.

SB423,28,14 (6) "Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or on other matters.

SB423,28,16 (7) "Delivery" means personal delivery or delivery by mail, facsimile or other electronic means.

SB423,28,17 (8) "Department" means the department of financial institutions.

SB423,28,21 (9) "Director" means an individual, designated in the articles of incorporation or bylaws or elected by the incorporators, and the individuals' successors, and an individual elected or appointed by any other name or title to act as a member of the board.

SB423,28,25 (10) "Distribution" means the payment of a dividend or any part of the assets, income or profit of a corporation to its members, directors or officers, but does not include the payment of reasonable compensation, benefits, pensions, incentive compensation or the reimbursement of expenses.

SB423,29,2 (11) "Employe" does not include an officer or director who is not otherwise employed by the corporation.

SB423,29,3 (12) "Entity" means any person other than a natural person.

SB423,29,5 (13) "Foreign corporation" means a nonstock corporation organized under a law other than the law of this state.

SB423,29,8 (14) "Individual" means a natural person. Except in ss. 181.0802 and 181.0840, "individual" includes the estate of an incompetent or deceased natural person.

SB423,29,10 (15) "Member" means a person who has membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws.

SB423,29,12 (16) "Membership" means the rights and obligations that a member has under a corporation's articles of incorporation and bylaws and this chapter.

SB423,29,15 (17) "Nonprofit corporation" means any corporation, no part of the income of which is distributable to its members, directors or officers, except as authorized under s. 181.1302 (3).

SB423,29,16 (18) "Nonstock corporation" means a corporation without capital stock.

SB423,29,21 (19) "Principal office" means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under s. 181.1622, that is designated as the principal office in its most recent annual report.

SB423,29,23 (20) "Proceeding" includes a civil suit and criminal, administrative and investigatory action.

SB423,29,25 (21) "Record date" means the date established under s. 181.0707 on which a corporation determines the identity of its members for the purposes of this chapter.

SB423,30,3 (22) "Secretary" means the corporate officer to whom the board has delegated responsibility under s. 181.0840 (1) for custody of the minutes of the board's meetings and members' meetings and for authenticating the records of the corporation.

SB423,30,5 (23) "Signed" includes any symbol executed or adopted by a party with present intention to authenticate a writing.

SB423,30,6 (24) "Stock corporation" means a corporation with capital stock.

SB423,30,7 (25) "Vote" includes authorization by written ballot and written consent.

SB423,30,11 181.0120 Filing requirements. (1) General requirements. Except as provided in sub. (4), a document required or permitted to be filed under this chapter with the department must satisfy all of the following requirements to be filed under s. 181.0125 (2) (a):

SB423,30,13 (a) Contain the information required by this chapter, although it may also contain other information.

SB423,30,14 (c) Be in the English language, except that:

SB423,30,16 1. A corporate name need not be in English if it is written in English letters or Arabic or Roman numerals.

SB423,30,19 2. The certificate of status, or similar document, required of a foreign corporation need not be in English if accompanied by a reasonably authenticated English translation.

SB423,30,20 (d) Contain the name of the drafter, if required by s. 182.01 (3).

SB423,30,21 (e) Be executed in accordance with sub. (3).

SB423,30,23 (f) Be on the form prescribed by the department if the document is described in s. 181.0121 (1).

SB423,30,25 (g) Be delivered to the department for filing and be accompanied by one exact or conformed copy and the filing fee required by s. 181.0122.