SB423: Bill Text

SB423,57,13 (b) A foreign corporation may, upon change of name, register its corporate name for no more than 10 years by delivering to the department for filing an application, executed by the foreign corporation, simultaneously with the delivery for filing of an application for an amended certificate of authority that changes the corporate name.

SB423,57,15 (3) Effective date. A corporate name is registered under sub. (1) or (2) for the applicant's exclusive use on the effective date of the application.

SB423,57,19 (3m) Transfer of registered name. A person who has the right to exclusive use of a registered name under sub. (1) or (2) may transfer the registration to another person by delivering to the department a written and signed notice of the transfer that states the name and address of the transferee.

SB423,58,2 (4) Termination of registered name. (a) A foreign corporation whose registration is effective under sub. (1) may thereafter apply for a certificate of authority under the registered name or consent in writing to the use of that name by a domestic corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in this state. The registration terminates when the domestic corporation is incorporated or the foreign corporation obtains a certificate of authority or consents to another foreign corporation obtaining a certificate of authority under the registered name.

SB423,58,8 (b) The holder of a registration effective under sub. (2) may thereafter incorporate as a domestic corporation or obtain a certificate of authority under the registered name or consent in writing to use of that name by a domestic corporation thereafter incorporated under this chapter or by a foreign corporation thereafter authorized to transact business in this state. The registration terminates when any of the following occurs:

SB423,58,10 1. The holder incorporates as a domestic corporation or obtains a certificate of authority under the registered name.

SB423,58,12 2. The domestic corporation that has consent to use the registered name is incorporated.

SB423,58,14 3. The holder consents to another foreign corporation obtaining a certificate of authority under the registered name.

SB423,58,16 Subchapter V Office and agent

SB423,58,20 181.0501 Registered office and registered agent. Each corporation shall continuously maintain in this state a registered office and registered agent. The registered office may, but need not, be the same as any of its places of business. The registered agent shall be any of the following:

SB423,58,22 (1) Individuals. An individual who resides in this state and whose business office is identical with the registered office.

SB423,58,25 (2) Domestic entities. A domestic corporation, stock corporation or limited liability company, incorporated or organized in this state, whose business office is identical with the registered office.

SB423,59,3 (3) Foreign entities. A foreign corporation, stock corporation or limited liability company, authorized to transact business in this state, whose business office is identical with the registered office.

SB423,59,6 181.0502 Change of registered office or registered agent. (1) Methods of changing office or agent. A corporation may change its registered office or registered agent, or both, by doing any of the following:

SB423,59,7 (a) Delivering to the department for filing a statement of change.

SB423,59,10 (b) Including the name of its registered agent and the street address of its registered office, as changed, in articles of amendment to its articles of incorporation, in a restatement of its articles of incorporation or in articles of merger.

SB423,59,14 (c) If a domestic corporation, including the name of its registered agent and the street address of its registered office, as changed, in its annual report under s. 181.1622. A change under this paragraph is effective on the date on which the annual report is filed by the department.

SB423,59,16 (2) Contents of statement of change. Except as provided in sub. (3), a statement of change shall include all of the following information:

SB423,59,18 (a) The name of the corporation and, if applicable, a statement that the corporation is incorporated under this chapter.

SB423,59,19 (b) The name of its registered agent, as changed.

SB423,59,20 (c) The street address of its registered agent, as changed.

SB423,59,22 (d) A statement that after the change or changes are made, the street addresses of its registered office and the business office of its registered agent will be identical.

SB423,60,3 (3) Registered agent change of address. If a registered agent changes the street address of his or her business office, he or she may change the street address of the registered office of any corporation for which he or she is the registered agent by notifying the corporation in writing of the change and by signing, either manually or in facsimile, and delivering to the department for filing a statement that complies with sub. (2) and recites that the corporation has been notified of the change.

SB423,60,7 181.0503 Resignation of registered agent. (1) Statement of resignation. The registered agent of a corporation may resign by signing and delivering to the department for filing a statement of resignation that includes all of the following information:

SB423,60,8 (a) The name of the corporation for which the registered agent is acting.

SB423,60,9 (b) The name of the registered agent.

SB423,60,11 (c) The street address of the corporation's current registered office and its principal office.

SB423,60,12 (d) A statement that the registered agent resigns.

SB423,60,13 (e) If applicable, a statement that the registered office is also discontinued.

SB423,60,15 (2) Notice to corporation. After filing the statement, the department shall mail a copy to the corporation at its principal office.

SB423,60,17 (3) Effective date. The resignation is effective and, if applicable, the registered office is discontinued on the earlier of the following:

SB423,60,19 (a) Sixty days after the department receives the statement of resignation for filing.

SB423,60,21 (b) The date on which the appointment of a successor registered agent is effective.

SB423,60,24 181.0504 Service on corporation. (1) Registered agent. A corporation's registered agent is the corporation's agent for service of process, notice or demand required or permitted by law to be served on the corporation.

SB423,61,5 (2) By mail. Except as provided in sub. (3), if a corporation has no registered agent or the agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, addressed to the corporation at its principal office. Service is perfected under this subsection at the earliest of the following:

SB423,61,6 (a) The date on which the corporation receives the mail.

SB423,61,7 (b) The date shown on the return receipt, if signed on behalf of the corporation.

SB423,61,9 (c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.

SB423,61,14 (3) By publication. (a) Except as provided in par. (b), if the address of the corporation's principal office cannot be determined from the records held by the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located.

SB423,61,18 (b) If a process, notice or demand is served by the department on a corporation under s. 181.1421 and the address of the corporation's principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 2 notice, under ch. 985, in the official state newspaper.

SB423,61,21 (4) Other methods of service. This section does not limit or affect the right to serve any process, notice or demand required or permitted by law to be served on a corporation in any other manner permitted by law.

SB423,61,23 Subchapter VI Members and memberships

SB423,62,3 181.0601 Admission. (1) Criteria and procedures. The articles of incorporation or bylaws may establish criteria or procedures for admission of members.

SB423,62,5 (2) Consent required. A person may not be admitted as a member without the person's consent.

SB423,62,9 181.0602 Consideration and certificates. Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. A corporation may issue certificates evidencing membership in the corporation.

SB423,62,11 181.0603 No requirement of members. A corporation is not required to have members.

SB423,62,17 181.0610 Differences in rights and obligations of members. All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles of incorporation or bylaws.

SB423,62,20 181.0611 Transfers. (1) When authorized. Except as set forth in or authorized by the articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership.

SB423,62,24 (2) Adoption of restrictions. If transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.

SB423,63,3 181.0612 Member's liability to 3rd parties. A member of a corporation is not, as a member, personally liable for the acts, debts, liabilities or obligations of the corporation.

SB423,63,7 181.0613 Member's liability for dues, assessments and fees. A member may become liable to the corporation for dues, assessments or fees. An article of incorporation or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.

SB423,63,11 181.0614 Creditor's action against member. (1) Final judgment required. A proceeding may not be brought by a creditor to reach the liability, if any, of a member under s. 181.0613 to the corporation unless final judgment has been rendered in favor of the creditor against the corporation.

SB423,63,15 (2) Intervention and joinder. A creditor of the corporation, with or without reducing the creditor's claim to judgment, may intervene in a creditor's proceeding brought under sub. (1) to reach and apply unpaid amounts due the corporation. Any member who owes an amount to the corporation may be joined in the proceeding.

SB423,63,19 181.0620 Termination, expulsion and suspension. (1) Termination of membership. Unless otherwise provided in the articles of incorporation, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all of the rights of the member in the corporation or in its property shall cease.

SB423,63,25 (2) Expulsion and suspension. Members may be suspended or expelled in the manner provided in the articles of incorporation, or in the bylaws, if the articles so provide. If no provision is made in the articles of incorporation, a member may be expelled, or suspended for a specific period of time, by an affirmative vote of two-thirds of the members entitled to vote, or of two-thirds of the directors if there are no members entitled to vote.

SB423,64,3 (3) Liability. A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees because of obligations incurred or commitments made before expulsion or suspension.

SB423,64,8 181.0622 Purchase of memberships. A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. A corporation may not make a payment under this section that violates s. 181.1302 (1).

SB423,64,11 181.0640 Delegates. (1) Role of delegates. A corporation may provide in its articles of incorporation or bylaws that delegates have some or all of the authority of members.

SB423,64,13 (2) Permissible provisions. The articles of incorporation or bylaws may include provisions relating to all of the following:

SB423,64,14 (a) Dividing the membership into geographical or other districts or units.

SB423,64,16 (b) Determining the number of delegates to be elected in each district or unit. This determination may be made from time to time by the board of directors.

SB423,64,18 (c) The characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal.

SB423,64,19 (d) Calling, noticing, holding and conducting meetings of delegates.

SB423,64,20 (e) Carrying on corporate activities during and between meetings of delegates.

SB423,64,22 (f) Providing for the election or appointment of district or unit committees and officers.

SB423,64,25 181.0670 Limited liability of volunteers. (1) Definition. In this section, "volunteer" means an individual, other than an employe of the corporation, who provides services to or on behalf of the corporation without compensation.

SB423,65,4 (2) Limited liability. Except as provided in sub. (3), a volunteer is not liable to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a volunteer, unless the person asserting liability proves that the act or omission constitutes any of the following:

SB423,65,7 (a) A violation of criminal law, unless the volunteer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.

SB423,65,8 (b) Wilful misconduct.

SB423,65,10 (c) If the volunteer is a director or officer of the corporation, an act or omission within the scope of the volunteer's duties as a director or officer.

SB423,65,12 (d) An act or omission for which the volunteer received compensation or any thing of substantial value instead of compensation.

SB423,65,17 (e) Negligence in the practice of a profession, trade or occupation that requires a credential, as defined in s. 440.01 (2) (a), or other license, registration, certification, permit or approval, if the volunteer did not have the required credential, license, registration, certificate, permit or approval at the time of the negligent act or omission.

SB423,65,19 (3) Applicability. (a) Except as provided in par. (b), this section does not apply to any of the following:

SB423,65,21 1. A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.

SB423,65,24 2. A proceeding brought by any person for a violation of state or federal law if the proceeding is brought under an express private right of action created by state or federal statute.

SB423,66,3 3. Claims arising from the negligent operation by a volunteer of an automobile, truck, train, airplane or other vehicle for which an operator's permit, license or insurance is required.

SB423,66,5 (b) Paragraph (a) 1. and 2. does not apply to a proceeding brought by or on behalf of a governmental unit, authority or agency in its capacity as a contractor.

SB423,66,7 Subchapter VII Member meetings and voting

SB423,66,10 181.0701 Annual and regular meetings. (1) Annual meetings. A corporation with members shall hold annual meetings of members at a time stated in or fixed in accordance with the bylaws.

SB423,66,12 (2) Membership meetings. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

SB423,66,16 (3) Place of meetings. Annual and regular membership meetings may be held in or outside of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold annual and regular meetings at the corporation's principal office.

SB423,66,20 (4) Matters considered at annual meetings. At the annual meeting, an officer shall report on the activities and financial condition of the corporation and the members shall consider and act upon such other matters as may be raised consistent with the requirements of s. 181.0705.

SB423,66,23 (5) Matters considered at regular meetings. At regular meetings the members shall consider and act upon such matters as may be raised consistent with the requirements of s. 181.0705.

SB423,67,3 (6) Failure to hold meeting. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

SB423,67,5 181.0702 Special meeting. (1) When held. A corporation with members shall hold a special meeting of members if any of the following occurs:

SB423,67,7 (a) A special meeting is called by the board or any person authorized by the articles of incorporation or bylaws to call a special meeting.

SB423,67,11 (b) Members holding at least 5% of the voting power of a corporation, or such other percentage specified in the articles of incorporation or bylaws, sign, date and deliver to any corporate officer one or more written demands for the meeting describing one or more purposes for which it is to be held.

SB423,67,14 (2) Record date. The close of business on the 30th day before delivery of the demand for a special meeting to any corporate officer is the record date for determining if the percentage requirement of sub. (1) (b) has been met.

SB423,67,19 (3) If notice not given. Notwithstanding sub. (4), if a notice for a special meeting demanded under sub. (1) (b) is not given under s. 181.0705 within 30 days after the date on which the written demand is delivered to a corporate officer, a person signing the demand may set the time, and, subject to sub. (4), the place, of the meeting. The person signing the demand shall give notice under s. 181.0705.