SB423: Bill Text

SB423,157,18 (b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.

SB423,157,21 181.1603 Scope of inspection rights. (1) Agents and attorneys. A member's agent or attorney has the same inspection and copying rights as the member who the agent or attorney represents.

SB423,157,23 (2) Copies. The right to copy records under s. 181.1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.

SB423,158,2 (3) Reasonable charges. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the member. The charge may not exceed the estimated cost of production or reproduction of the records.

SB423,158,6 (4) Date of membership list. The corporation may comply with a member's demand to inspect the record of members under s. 181.1602 (2) (c) by providing the member with a list of its members that was compiled no earlier than the date of the member's demand.

SB423,158,12 181.1604 Court-ordered inspection. (1) Records at principal office. If a corporation does not allow a member who complies with s. 181.1602 (1) to inspect and copy any records required by that subsection to be available for inspection, the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the member.

SB423,158,18 (2) Other records. If a corporation does not within a reasonable time allow a member to inspect and copy any other record, the member who complies with s. 181.1602 (2) and (3) may apply to the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

SB423,158,23 (3) Payment of costs. If the court orders inspection and copying of the records demanded, it shall also order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order unless the corporation proves that it refused inspection in good faith because it had a reasonable basis for doubt about the right of the member to inspect the records demanded.

SB423,159,3 (4) Restrictions on distribution of records. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding member.

SB423,159,9 181.1605 Limitations on use of membership list. Without consent of the board, a membership list or any part of a membership list may not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part of a membership list may not be used for any of the following:

SB423,159,12 (1) Solicitation. To solicit money or property unless such money or property will be used solely to solicit the votes of the members in an election to be held by the corporation.

SB423,159,13 (2) Commercial purposes. For any commercial purpose.

SB423,159,14 (3) Sale of list. To be sold to or purchased by any person.

SB423,159,22 181.1620 Financial statements for members. (1) Member may demand. A corporation upon written demand from a member shall furnish that member its latest annual financial statements, which may be consolidated or combined statements of the corporation and one or more of its subsidiaries or affiliates, as appropriate, that include a balance sheet as of the end of the fiscal year and statement of operations for that year. If financial statements are prepared for the corporation on the basis of generally accepted accounting principles, the annual financial statements must also be prepared on that basis.

SB423,160,2 (2) Accountant's report or officer's statement. If annual financial statements are reported upon by a public accountant, the accountant's report must accompany them. If not, the statements must be accompanied by a statement of the president or the person responsible for the corporation's financial accounting records that includes all of the following:

SB423,160,5 (a) A statement of the president's or other person's reasonable belief as to whether the statements were prepared on the basis of generally accepted accounting principles and, if not, describing the basis of preparation.

SB423,160,7 (b) A description of any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.

SB423,160,12 181.1621 Report of indemnification to members. If a corporation indemnifies or advances expenses to a director under s. 181.0874, 181.0877 or 181.0881 in connection with a proceeding by or in the right of the corporation, the corporation shall report the indemnification or advance in writing to the members with or before the notice of the next meeting of members.

SB423,160,20 181.1622 Annual report for department. (1) Content. Each domestic corporation and each foreign corporation authorized to transact business in this state shall file with the department an annual report under this section. The department shall forward by 1st class mail a report form to every corporation that has filed an annual report during the past 2 years. The department shall mail the report form no later than 60 days before the date on which the corporation is required by this chapter to file an annual report. The annual report shall include all of the following information:

SB423,160,22 (a) The name of the domestic corporation or foreign corporation and the state or country under whose law it is incorporated.

SB423,160,24 (b) The mailing address of its registered office and the name of its registered agent at that office in this state.

SB423,160,25 (c) The mailing address of its current principal office.

SB423,161,1 (d) The name and business address of each director and principal officer.

SB423,161,2 (e) A brief description of the nature of its business.

SB423,161,3 (f) Whether the corporation has members.

SB423,161,5 (2) Accuracy. Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a domestic corporation.

SB423,161,9 (3) Filing deadline. (a) A domestic corporation shall deliver its annual report to the department in each year following the calendar year in which the domestic corporation was incorporated or domesticated under s. 181.1533, during the calendar year quarter in which the anniversary date of incorporation occurs.

SB423,161,13 (b) A foreign corporation authorized to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign corporation becomes authorized to transact business in this state.

SB423,161,20 (4) Failure to contain required information. If an annual report does not contain the information required by this section, the department shall promptly notify the reporting domestic corporation or foreign corporation in writing and return the report to it for correction. The notice shall comply with s. 181.0141. If the annual report is corrected to contain the information required by this section and delivered to the department within 30 days after the effective date of the notice under s. 181.0141 (5), the annual report is timely filed.

SB423,161,22 (5) Effective date of report. An annual report is effective on the date that it is filed by the department.

SB423,161,24 Subchapter XVII Transitional provisions

SB423,162,5 181.1701 Applicability of chapter. (1) Domestic corporations. (a) Except as provided in par. (b), this chapter applies to all corporations in existence on the effective date of this paragraph .... [revisor inserts date], that were incorporated under or have elected to become subject to ch. 181, 1995 stats., and all corporations without stock organized under corresponding prior general corporation laws.

SB423,162,10 (b) A domestic corporation without stock not organized as provided under par. (a) is not subject to this chapter but may at any time elect to become subject to this chapter by filing restated articles of incorporation in accordance with the provisions of this chapter. The restated articles shall state that the corporation elects to become subject to this chapter.

SB423,162,16 (c) A domestic corporation without stock which is not subject to this chapter and which does not elect to become subject to it may conduct and administer its business and affairs under the provisions of this chapter to the extent that the provisions of this chapter are not inconsistent with the articles or form of organization of such corporation or with any provisions elsewhere in the statutes or under any law relating to such corporation.

SB423,162,19 (d) An industrial development agency formed under s. 59.57 (2) shall, to the extent not inconsistent with that subsection, conduct and administer its business in accordance with this chapter.

SB423,162,22 (2) Foreign corporations. This chapter applies to all foreign corporations transacting business in this state beginning on the effective date of this subsection .... [revisor inserts date].

SB423,162,24 181.1703 Saving provisions. (1) Effect of repeal. Except as provided in sub. (2), the repeal of a statute by this chapter does not affect any of the following:

SB423,162,25 (a) The operation of the statute or any action taken under it before its repeal.

SB423,163,2 (b) Any ratification, right, remedy, privilege, obligation, or liability acquired, accrued, or incurred under the statute before its repeal.

SB423,163,4 (c) Any violation of the statute or any penalty, forfeiture, or punishment incurred because of the violation, before its repeal.

SB423,163,7 (d) Any proceeding, reorganization, or dissolution commenced under the statute before its repeal, and the proceeding, reorganization, or dissolution may be completed in accordance with the statute as if it had not been repealed.

SB423,163,10 (e) Any meeting of members or the board or action by written consent noticed or any action taken before its repeal as a result of a meeting of members or a board or action by written consent.

SB423,163,14 (2) Penalties and punishments. If a penalty or punishment imposed for violation of a statute repealed by this chapter is reduced by this chapter, the penalty or punishment if not already imposed shall be imposed in accordance with this chapter.

SB423,163,17 (3) Reinstatement of dissolved corporation. Section 181.1422 applies to any involuntary or administrative dissolution, even if the dissolution occurred before the effective date of this subsection.

SB423, s. 49 Section 49. 182.031 (2) of the statutes is amended to read:

SB423,163,25 182.031 (2) Powers; place of business. Every such corporation shall possess all the rights and powers conferred upon corporations by chs. 180 and 184. It may have its principal place of business without the state. If its principal place of business is outside the state, process in actions against it may be served as provided in s. 180.1510 for service on a foreign stock corporation authorized to transact business in this state or upon the department of financial institutions as provided in s. 181.66 (2) for service upon a foreign nonprofit corporation.

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: