SB423: Bill Text

SB423,41,21 (b) Written notice by a domestic corporation or foreign corporation to its member is effective when mailed and may be addressed to the member's address shown in the domestic corporation's or foreign corporation's current record of members.

SB423,41,22 (c) Oral notice is effective when communicated.

SB423,42,5 181.0160 Judicial relief. (1) When court may order meeting or ballot. If the requirements of this subsection are met, the circuit court for the county where a corporation's principal office is located, or if a corporation's principal office is not located in this state the circuit court for the county where the corporation's registered office is located, may order a corporation to hold a meeting of members, delegates or directors or may order a corporation to authorize a written ballot for obtaining the vote of members, delegates or directors. The court may enter an order under this subsection only if at least one of the following conditions is met:

SB423,42,10 (a) Upon the petition of the attorney general or a director, officer, delegate or member of the corporation, the court determines that it is impractical or impossible for the corporation to call or conduct a meeting of its members, delegates or directors, or to otherwise obtain their consent, in the manner described in this chapter or the corporation's articles of incorporation or bylaws.

SB423,42,14 (b) Upon the petition of a member or another person entitled to participate in an annual member meeting, the court determines that the annual meeting was not held within 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting.

SB423,42,17 (c) Upon the petition of a member or another person entitled to participate in a regular meeting, the court determines that the regular meeting is not held within 40 days after the date by which it was required to be held.

SB423,42,22 (d) Upon the petition of a member who signed a valid demand under s. 181.0702 for a special meeting or upon the petition of another person entitled to call a special meeting, the court determines that notice of the special meeting was not given within 30 days after the date on which the demand was delivered to a corporate officer or that the special meeting was not held in accordance with the notice.

SB423,43,3 (2) Notice. The court shall, in an order issued under this section, provide for a method of notice reasonably designed to give actual notice to all persons who would be entitled to notice of a meeting held under the articles of incorporation, the bylaws and this chapter, whether or not the method results in actual notice to all such persons or conforms to s. 181.0141. In a proceeding under this section the court may determine who the members, delegates or directors are.

SB423,43,10 (3) Voting requirements. In an order issued under this section, the court may dispense with any requirement relating to the holding of or voting at meetings or to obtaining votes, including any quorum requirement or any requirement as to the number or percentage of votes needed for approval, that would otherwise be imposed by the articles of incorporation or bylaws or this chapter. The court may fix alternate quorum or voting requirements and enter other orders necessary to accomplish the purpose of the meeting.

SB423,43,15 (4) Subject matter. (a) Whenever practical, any order issued under this section shall limit the subject matter of meetings or other forms of consent authorized to those items, including amendments to the articles of incorporation or bylaws, the resolution of which will or may enable the corporation to continue managing its affairs without further resort to this section.

SB423,43,18 (b) Notwithstanding par. (a), an order under this section may authorize the obtaining of whatever votes and approvals are necessary for dissolution, merger or the sale of assets.

SB423,43,23 (5) Effect of meeting or ballot. Any meeting or other method of obtaining the vote of members, delegates or directors conducted under an order issued under this section and that complies with all of the provisions of the order is for all purposes a valid meeting or vote and shall have the same effect as if it complied with every requirement imposed by the articles of incorporation, the bylaws and this chapter.

SB423,43,25 Subchapter II Incorporation

SB423,44,3 181.0201 Incorporators. One or more persons may act as the incorporator or incorporators of a corporation by delivering articles of incorporation to the department for filing.

SB423,44,5 181.0202 Articles of incorporation. (1) Required content. The articles of incorporation shall include all of the following information:

SB423,44,6 (a) A statement that the corporation is incorporated under this chapter.

SB423,44,7 (b) A corporate name for the corporation that satisfies s. 181.0401.

SB423,44,8 (c) The mailing address of the initial principal office of the corporation.

SB423,44,10 (d) The street address of the corporation's initial registered office and the name of its initial registered agent at that office.

SB423,44,11 (e) The name and address of each incorporator.

SB423,44,12 (f) Whether or not the corporation will have members.

SB423,44,14 (g) If the corporation is authorized to make distributions under s. 181.1302 (4), a statement to that effect.

SB423,44,16 (2) Permissible content. The articles of incorporation may set forth other information, including any of the following:

SB423,44,18 (a) The names and addresses of the natural persons who will serve as the initial directors.

SB423,44,19 (b) Provisions not inconsistent with law regarding:

SB423,44,20 1. The purpose or purposes for which the corporation is organized.

SB423,44,21 2. Managing the business and regulating the affairs of the corporation.

SB423,44,22 3. Distributing assets on dissolution.

SB423,44,24 4. Defining, limiting and regulating the powers of the corporation, its board of directors and its members.

SB423,45,2 (c) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.

SB423,45,4 (3) Powers enumerated in chapter. The articles of incorporation need not include any of the corporate powers enumerated in this chapter.

SB423,45,6 (4) Articles supersede bylaws. If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.

SB423,45,8 181.0203 Incorporation. (1) When corporate existence begins. The corporate existence begins when the articles of incorporation become effective.

SB423,45,12 (2) Conclusive proof of incorporation. The department's filing of the articles of incorporation or articles of domestication is conclusive proof that the corporation is incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.

SB423,45,16 (3) Notification of reporting requirements. Upon filing articles of incorporation of a corporation, the department shall inform the corporation of the reporting requirements under s. 440.42 for charitable organizations that solicit contributions.

SB423,45,22 181.0205 Organization of corporation. (1) Organizational meeting required. (a) After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.

SB423,45,25 (b) After incorporation, if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators, to do any of the following:

SB423,46,1 1. Elect directors and complete the organization of the corporation.

SB423,46,2 2. Elect a board that will complete the organization of the corporation.

SB423,46,6 (2) Written consents. Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

SB423,46,8 (3) Location of organizational meeting. An organizational meeting may be held in or outside of this state.

SB423,46,10 181.0206 Bylaws. (1) Initial bylaws. The incorporators, members or board of a corporation shall adopt the initial bylaws for the corporation.

SB423,46,16 (2) Subsequent adoption, amendment and repeal. After the adoption of the initial bylaws under sub. (1), bylaws may be adopted either by the members or the board, but no bylaw adopted by the members shall be amended or repealed by the directors, unless the bylaws adopted by the members shall have conferred such authority upon the directors. Any bylaw adopted by the board is subject to amendment or repeal by the members as well as by the directors.

SB423,46,19 (3) Content of bylaws. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state.

SB423,46,22 181.0207 Emergency bylaws. (1) Definition. In this section, "emergency" means a catastrophic event that prevents a quorum of the corporation's directors or members from being readily assembled.

SB423,47,3 (2) Adoption of emergency bylaws. Unless the articles of incorporation provide otherwise, the board of a corporation may adopt bylaws that are effective only in an emergency. Emergency bylaws are subject to amendment or repeal by the board or by the members, if any. Emergency bylaws may provide special procedures necessary for managing the corporation during the emergency, including any of the following:

SB423,47,4 (a) Procedures for calling a meeting of the board.

SB423,47,5 (b) Quorum requirements for the meeting.

SB423,47,6 (c) Designation of additional or substitute directors.

SB423,47,9 (3) Effectiveness. Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

SB423,47,13 (4) Action taken under emergency bylaws. Notwithstanding ss. 181.0831 and 181.0833, corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, member, employe or agent.

SB423,47,15 Subchapter III Purposes and powers

SB423,47,18 181.0301 Purposes. (1) Permitted purposes. A corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.

SB423,47,22 (2) Effect of other regulation. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.

SB423,48,2 181.0302 General powers. Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including the power to do all of the following:

SB423,48,3 (1) Legal actions. Sue and be sued, complain and defend in its corporate name.

SB423,48,6 (2) Corporate seal. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.

SB423,48,9 (3) Bylaws. Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation.

SB423,48,12 (4) Property acquisition. Purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, property or any legal or equitable interest in property, wherever located.

SB423,48,14 (5) Disposition of property. Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property.

SB423,48,18 (6) Interests in other entities. Purchase, receive, subscribe for or otherwise acquire, and own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any other entity.

SB423,48,21 (7) Contracts and liabilities. Make contracts and guarantees; incur liabilities; borrow money; issue notes, bonds and other obligations; and secure any of its obligations by mortgage or pledge of any of its property, franchises or income.

SB423,48,23 (8) Loans. Lend money, invest and reinvest its funds and receive and hold property as security for repayment, except as limited by s. 181.0832.

SB423,48,25 (9) Participation in other entities. Be a promoter, partner, member, associate or manager of any entity.

SB423,49,2 (10) Exercise of powers. Conduct its activities, locate offices and exercise the powers granted by this chapter in or outside this state.

SB423,49,5 (11) Directors, officers, employes and agents. Elect or appoint directors, officers, employes and agents of the corporation, define their duties and fix their compensation.

SB423,49,9 (12) Pension and incentive plans. Pay pensions and establish pension plans, pension trusts and other benefit and incentive plans for any of its current or former directors, officers, employes and agents of the corporation, its subsidiaries or its affiliates.

SB423,49,13 (13) Benefit plans. Provide benefits or payments to directors, officers and employes of the corporation, its subsidiaries or its affiliates, and to their estates, families, dependents or beneficiaries, in recognition of the past services of the directors, officers and employes to the corporation, its subsidiaries or its affiliates.

SB423,49,19 (14) Compensation. Establish reasonable compensation for all directors for services to the corporation as directors, officers or otherwise. Unless otherwise provided in the articles of incorporation or bylaws, the board of directors, by the affirmative vote of a majority of the directors then in office and irrespective of any personal interest of any of its members, may establish reasonable compensation for all directors for such services or delegate this authority to an appropriate committee.

SB423,49,22 (15) Donations. Make donations and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic or religious purposes.

SB423,49,24 (16) Dues. Impose dues, assessments, admission and transfer fees upon its members.

SB423,50,2 (17) Admission of members. Establish conditions for admission of members, admit members and issue memberships.

SB423,50,3 (18) Businesses. Carry on a business.

SB423,50,5 (19) Other. Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.

SB423,50,7 181.0303 Emergency powers. (1) Definition. In this section, "emergency" has the meaning given in s. 181.0207 (1).

SB423,50,9 (2) Powers. In anticipation of or during an emergency, the board or members of a corporation may do all of the following:

SB423,50,11 (a) Modify lines of succession to accommodate the incapacity of a director, officer, employe or agent.

SB423,50,13 (b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

SB423,50,15 (3) Meetings. Unless emergency bylaws adopted under s. 181.0207 provide otherwise, all of the following apply to a meeting of the board during an emergency:

SB423,50,18 (a) The corporation need give notice of a meeting of the board only to those directors whom it is practicable to reach and the corporation may give notice in any practicable manner, including by publication and radio.

SB423,50,21 (b) One or more officers of the corporation present at a meeting of the board may be considered to be a director for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

SB423,50,25 (4) Action taken during emergency. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, member, employe or agent.

SB423,51,5 181.0304 Effect of unauthorized corporate acts. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, except that lack of capacity or power may be asserted in all of the following cases:

SB423,51,17 (1) Proceedings by members or directors. A proceeding by a member or director against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined is being, or is to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding, and if the court considers the same to be equitable, set aside and enjoin the performance of the contract. The court may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them as a result of the action of the court in setting aside and enjoining the performance of the contract. Anticipated profits to be derived from the performance of the contract may not be awarded by the court as a loss or damage sustained.

SB423,51,21 (2) Proceedings by the corporation. A proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through members in a representative suit, against the incumbent or former officers or directors of the corporation.

SB423,51,24 (3) Proceedings by the attorney general. A proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts.

SB423,52,3 181.0320 Private foundations. (1) Prohibited acts. A private foundation, as defined in section 509 (a) of the Internal Revenue Code, may not do any of the following:

SB423,52,6 (a) Engage in any act of self-dealing, as defined in section 4941 (d) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4941 (a) of the Internal Revenue Code.

SB423,52,9 (b) Retain any excess business holdings, as defined in section 4943 (c) of the Internal Revenue Code, which would give rise to any liability for the tax imposed by section 4943 (a) of the Internal Revenue Code.