Chapter 180

180.0804 180.0804 Election of directors by certain classes of shareholders. If the articles of incorporation authorize dividing the shares into classes, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class or classes of shares entitled to elect one or more directors shall be a separate voting group for purposes of the election of directors.

180.0804 History History: 1989 a. 303.

180.0805 180.0805 Terms of directors generally.

180.0805(1) (1) The terms of the directors of a corporation, including the initial directors, expire at the next annual shareholders’ meeting unless their terms are staggered under s. 180.0806.

180.0805(2) (2) A decrease in the number of directors may not shorten an incumbent director’s term.

180.0805(3) (3) Despite the expiration of a director’s term, the director shall continue to serve, subject to ss. 180.0807, 180.0808 and 180.0809, until his or her successor is elected and, if necessary, qualifies or until there is a decrease in the number of directors.

180.0805 History History: 1989 a. 303.

180.0806 180.0806 Staggered terms of directors. The articles of incorporation or the bylaws, if the articles of incorporation so provide, may provide for staggering the terms of the directors by dividing the total number of directors into 2 or 3 groups. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the 2nd group expire at the 2nd annual shareholders’ meeting after their election, and the terms of the 3rd group, if any, expire at the 3rd annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, the number of directors equal to the number of the group whose term expires at the time of the meeting shall be chosen for a term of 2 years, if there are 2 groups, or a term of 3 years, if there are 3 groups.

180.0806 History History: 1989 a. 303.

180.0807 180.0807 Resignation of directors.

180.0807(1) (1) A director may resign at any time by delivering written notice that complies with s. 180.0141 to the board of directors, to the chairperson of the board of directors or to the corporation.

180.0807(2) (2) A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

180.0807 History History: 1989 a. 303.

180.0808 180.0808 Removal of directors by shareholders.

180.0808(1) (1) The shareholders may remove one or more directors with or without cause unless the articles of incorporation or bylaws provide that directors may be removed only for cause.

180.0808(2) (2) If a director is elected by a voting group of shareholders, only the shareholders of that voting group may participate in the vote to remove that director.

180.0808(3) (3) If cumulative voting is authorized under s. 180.0728, the shareholders may not remove a director if the number of votes sufficient to elect the director under cumulative voting is voted against his or her removal. If cumulative voting is not authorized under s. 180.0728, the shareholders may remove a director only if the number of votes cast to remove the director exceeds the number of votes cast not to remove him or her, unless the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation provide for a greater voting requirement under s. 180.0727 (1).

180.0808(4) (4) A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

180.0808 History History: 1989 a. 303; 1991 a. 16.

180.0809 180.0809 Removal of directors by judicial proceeding.

180.0809(1) (1) The circuit court for the county where a corporation’s principal office or, if none in this state, its registered office is located may remove a director of the corporation from office in a proceeding brought either by the corporation or by its shareholders holding at least 10 percent of the outstanding shares of any class, if the court finds all of the following:

180.0809(1)(a) (a) That the director engaged in fraudulent or dishonest conduct, or gross abuse of authority or discretion, with respect to the corporation.

180.0809(1)(b) (b) That removal is in the best interest of the corporation.

180.0809(2) (2) The court that removes a director may bar the director from reelection for a period prescribed by the court.

180.0809(3) (3) If shareholders bring a proceeding under sub. (1), they shall make the corporation a party defendant.

180.0809 History History: 1989 a. 303.

180.0810 180.0810 Vacancy on board.

180.0810(1) (1) Unless the articles of incorporation provide otherwise, and except as provided in sub. (2), if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by any of the following:

180.0810(1)(a) (a) The shareholders.

180.0810(1)(b) (b) The board of directors.

180.0810(1)(c) (c) If the directors remaining in office constitute fewer than a quorum of the board, the directors, by the affirmative vote of a majority of all directors remaining in office.

180.0810(2) (2) If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors.

180.0810(3) (3) A vacancy that will occur at a specific later date, because of a resignation effective at a later date under s. 180.0807 (2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

180.0810 History History: 1989 a. 303.

180.0811 180.0811 Compensation of directors. Unless the articles of incorporation or bylaws provide otherwise, the board of directors, irrespective of any personal interest of any of its members, may fix the compensation of directors.

180.0811 History History: 1989 a. 303.

180.0820 180.0820 Meetings.

180.0820(1) (1) The board of directors may hold regular or special meetings in or outside this state.

180.0820(2) (2) 

180.0820(2)(a) (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting of the board of directors by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:

180.0820(2)(a)1. 1. All participating directors may simultaneously hear each other during the meeting.

180.0820(2)(a)2. 2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

180.0820(2)(b) (b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is deemed to be present in person at the meeting.

180.0820(3) (3) If requested by a director, minutes of any regular or special meeting shall be prepared and distributed to each director.

180.0820 History History: 1989 a. 303; 1991 a. 16.

180.0820 Note NOTE: See s. 180.0825 (4) for applicability of ss. 180.0820 to 180.0823 to committees.

180.0821 180.0821 Action without meeting.

180.0821(1) (1) Unless the articles of incorporation or bylaws provide otherwise, action required or permitted by this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one or more written consents describing the action taken, signed by each director and retained by the corporation.

180.0821(2) (2) Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

180.0821(3) (3) A consent signed under this section has the effect of a unanimous vote taken at a meeting at which all directors were present, and may be described as such in any document.

180.0821(4) (4) Any person, whether or not then a director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and such consent shall be considered to have been given for purposes of this section at such effective time so long as the person is then a director and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective.

180.0821 History History: 1989 a. 303; 2021 a. 258.

180.0822 180.0822 Notice of meeting.

180.0822(1) (1) Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.

180.0822(2) (2) Except as provided in s. 180.0303 (3), and unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least 48 hours’ notice of the date, time and place of the meeting. The notice shall comply with s. 180.0141. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

180.0822 History History: 1989 a. 303.

180.0823 180.0823 Waiver of notice.

180.0823(1) (1) A director may waive any notice required by this chapter, the articles of incorporation or bylaws before or after the date and time stated in the notice. Except as provided by sub. (2), the waiver shall be in writing, signed by the director entitled to the notice and retained by the corporation.

180.0823(2) (2) A director’s attendance at or participation in a meeting waives any required notice to him or her of the meeting unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

180.0823 History History: 1989 a. 303.

180.0824 180.0824 Quorum and voting.

180.0824(1) (1) 

180.0824(1)(a) (a) Unless the articles of incorporation or bylaws require a greater or, under sub. (2), a lesser number, and except as provided in ss. 180.0303 (3) (b) and 180.0831 (4), a quorum of a board of directors shall consist of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.

180.0824(1)(b) (b) Unless the articles of incorporation or bylaws require a greater or, under sub. (2), a lesser number, and except as provided in ss. 180.0303 (3) (b) and 180.0831 (4), a quorum of a committee of the board of directors created under s. 180.0825 shall consist of a majority of the number of directors appointed to serve on the committee.

180.0824(2) (2) 

180.0824(2)(a) (a) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.

180.0824(2)(b) (b) The articles of incorporation or bylaws may authorize a quorum of a committee of the board of directors created under s. 180.0825 to consist of no fewer than one-third of the number of directors appointed to serve on the committee.

180.0824(3) (3) Except as provided in ss. 180.0825 (3), 180.0831 (4) and 180.0855 (1) and (2), if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors or a committee of the board of directors created under s. 180.0825, unless the articles of incorporation or bylaws require the vote of a greater number of directors.

180.0824(4) (4) 

180.0824(4)(a) (a) Except as provided in par. (b), a director who is present and is announced as present at a meeting of the board of directors or a committee of the board of directors created under s. 180.0825, when corporate action is taken assents to the action taken unless any of the following occurs:

180.0824(4)(a)1. 1. The director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting.

180.0824(4)(a)2. 2. The director dissents or abstains from an action taken and minutes of the meeting are prepared that show the director’s dissent or abstention from the action taken.

180.0824(4)(a)3. 3. The director delivers written notice that complies with s. 180.0141 of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.

180.0824(4)(a)4. 4. The director dissents or abstains from an action taken, minutes of the meeting are prepared that fail to show the director’s dissent or abstention from the action taken and the director delivers to the corporation a written notice of that failure that complies with s. 180.0141 promptly after receiving the minutes.

180.0824(4)(b) (b) A director who votes in favor of action taken may not dissent or abstain from that action.

180.0824 History History: 1989 a. 303; 1991 a. 16; 2005 a. 476.

180.0825 180.0825 Committees.

180.0825(1) (1) Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of directors to serve as alternates. Each committee shall have at least one member. Unless otherwise provided by the board of directors, members of the committee shall serve at the pleasure of the board of directors.

180.0825(2) (2) Except as provided in sub. (3), the creation of a committee, appointment of members to it, and designation of alternate members, if any, shall be approved by the number of directors required by the articles of incorporation or bylaws to take action under s. 180.0824 (3).

180.0825(3) (3) The board of directors may provide by resolution that any vacancies on the committee shall be filled by the affirmative vote of a majority of the remaining committee members.

180.0825(4) (4) Sections 180.0820 to 180.0823 apply to committees of a board of directors and to committee members.

180.0825(5) (5) To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors, except that a committee may not do any of the following:

180.0825(5)(am) (am) Approve or recommend to shareholders for approval any action or matter expressly required by this chapter to be submitted to shareholders for approval.

180.0825(5)(bm) (bm) Adopt, amend, or repeal any bylaw of the corporation.

180.0825(6) (6) Unless otherwise provided by the board of directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of authority.

180.0825(7) (7) The creation of a committee, delegation of authority to a committee or action by a committee does not relieve the board of directors or any of its members of any responsibility imposed upon the board of directors or its members by law.

180.0825 History History: 1989 a. 303; 2005 a. 476.

180.0826 180.0826 Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the corporation, may rely on information, opinions, reports or statements, valuation reports any of which may be written or oral, formal or informal, including financial statements, valuation reports and other financial data, if prepared or presented by any of the following:

180.0826(1) (1) An officer or employee of the corporation whom the director or officer believes in good faith to be reliable and competent in the matters presented.