180.0704(2)
(2) Action under
sub. (1) must be evidenced by one or more written consents describing the action taken, signed by the number of shareholders necessary to take the action under
sub. (1) (a) or
(b) and delivered to the corporation for inclusion in the corporate records.
180.0704(3)
(3) Action taken under
sub. (1) is effective when consents representing the required number of shares are delivered to the corporation, unless the consent specifies a different effective date. Within 10 days after action taken under
sub. (1) (b) is effective, the corporation shall give notice of the action to shareholders who, on the record date determined under
sub. (4), were entitled to vote on the action but whose shares were not represented on the written consent. The notice shall comply with
s. 180.0141.
180.0704(4)
(4) If not otherwise fixed under
s. 180.0703 (2) (b) or
180.0707, the record date for determining shareholders entitled to take action without a meeting is the date that the first shareholder signs the consent under
sub. (1).
180.0704(5)
(5) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
180.0704(6)
(6) If this chapter requires that notice of proposed action be given to shareholders who are not entitled to vote on the action and the action is to be taken under this section, the corporation shall give those nonvoting shareholders written notice of the proposed action at least 10 days before the action becomes effective. The notice shall comply with
s. 180.0141 and shall contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
180.0704 History
History: 1989 a. 303.
180.0705(1)(1) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting not less than 10 days nor more than 60 days before the meeting date, unless a different time is provided by this chapter, the articles of incorporation or the bylaws. The notice shall comply with
s. 180.0141. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
180.0705(2)(a)(a) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose for which the meeting is called.
180.0705(2)(b)
(b) Notice of a special meeting shall include a description of each purpose for which the meeting is called.
180.0705(3)
(3) If not otherwise fixed under
s. 180.0703 (2) (b) or
180.0707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is given to shareholders.
180.0705(4)(a)(a) Unless the bylaws require otherwise and except as provided in
par. (b), if an annual or special shareholders' meeting is adjourned to a different date, time or place, the corporation is not required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment.
180.0705(4)(b)
(b) If a new record date for an adjourned meeting is or must be fixed under
s. 180.0707 (3), the corporation shall give notice of the adjourned meeting under this section to persons who are shareholders as of the new record date.
180.0705 History
History: 1989 a. 303.
180.0706(1)(1) A shareholder may waive any notice required by this chapter, the articles of incorporation or the bylaws at any time. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under any applicable provisions of this chapter, except that the time and place of meeting need not be stated, and be delivered to the corporation for inclusion in the corporate records.
180.0706(2)
(2) A shareholder's attendance at a meeting, in person or by proxy, waives objection to all of the following:
180.0706(2)(a)
(a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.
180.0706(2)(b)
(b) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
180.0706 History
History: 1989 a. 303;
1995 a. 400.
180.0707(1)(1) The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date.
180.0707(2)
(2) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.
180.0707(3)(a)(a) Except as provided in
par. (b), a determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
180.0707(3)(b)
(b) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
180.0707 History
History: 1989 a. 303.
180.0720
180.0720
Shareholders' list for meeting. 180.0720(1)
(1) After fixing a record date for a meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by class or series of shares and show the address of and number of shares held by each shareholder.
180.0720(2)
(2) The corporation shall make the shareholders' list available for inspection by any shareholder, beginning 2 business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent or attorney may, on written demand, inspect and, subject to
s. 180.1602 (2) (b) 3. to
5., copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection under this subsection.
180.0720(3)
(3) The corporation shall make the shareholders' list available at the meeting, and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment.
180.0720(4)
(4) If the corporation refuses to allow a shareholder or his or her agent or attorney to inspect the shareholders' list before or at the meeting, or to copy the list as permitted by
sub. (2), on petition of the shareholder, the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located may, after notice to the corporation and an opportunity to be heard, order the inspection or copying at the corporation's expense. The court may also postpone the meeting for which the list was prepared until the inspection or copying is complete.
180.0720(5)
(5) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
180.0720 History
History: 1989 a. 303.
180.0721
180.0721
Voting entitlement of shares. 180.0721(1)
(1) Except as provided in
subs. (2) and
(4) and
s. 180.1150, or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
180.0721(2)
(2) The shares of a domestic corporation are not entitled to vote if they are owned, directly or indirectly, by a 2nd domestic corporation or foreign corporation and the first domestic corporation owns, directly or indirectly, a sufficient number of shares entitled to elect a majority of the directors of the 2nd domestic corporation or foreign corporation.
180.0721(3)
(3) Subsection (2) does not limit the power of a domestic corporation or foreign corporation to vote any shares, including its shares, held by it in a fiduciary capacity.
180.0721(4)
(4) Redeemable shares are not entitled to vote after written notice of redemption that complies with
s. 180.0141 is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
180.0721 History
History: 1989 a. 303;
1991 a. 16.
180.0722(1)(1) A shareholder may vote his or her shares in person or by proxy.
180.0722(2)
(2) A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by his or her attorney-in-fact. An appointment of a proxy may be in durable form as provided in
s. 243.07.
180.0722(3)
(3) An appointment of a proxy is effective when received by the secretary or other officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months from the date of its signing unless a different period is expressly provided in the appointment form.
180.0722(4)(a)(a) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include, but are not limited to, the appointment of any of the following:
180.0722(4)(a)3.
3. A creditor of the corporation who extended it credit under terms requiring the appointment.
180.0722(4)(a)4.
4. An employe or officer of the corporation whose employment contract requires the appointment.
180.0722(4)(b)
(b) An appointment made irrevocable under
par. (a) is revoked when the interest with which it is coupled is extinguished.
180.0722(5)
(5) The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless the secretary or other officer or agent of the corporation authorized to tabulate votes receives notice of the death or incapacity before the proxy exercises his or her authority under the appointment.
180.0722(6)
(6) Notwithstanding
sub. (4), a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or, if the shares are without certificates, on the information statement for the shares.
180.0722(7)
(7) Subject to
s. 180.0724 and to any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation may accept the proxy's vote or other action as that of the shareholder making the appointment.
180.0722(8)(a)
(a) Notwithstanding
sub. (4), may be revoked at any time by openly stating the revocation at a shareholder meeting or appointing a new proxy in writing.
180.0722(8)(b)
(b) Shall be solicited and appointed apart from the sale of or offer to purchase shares of the issuing public corporation, as defined in
s. 180.1150 (1) (a).
180.0722(8)(c)
(c) May not be solicited sooner than 30 days before the meeting called under
s. 180.1150 (5), unless otherwise agreed in writing by the person acting under
s. 180.1150 and the directors of the issuing public corporation, as defined in
s. 180.1150 (1) (a).
180.0722 History
History: 1989 a. 303.
180.0723
180.0723
Shares held by nominees. 180.0723(1)
(1) A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
180.0723(2)
(2) The procedure may set forth all of the following:
180.0723(2)(b)
(b) The rights or privileges that the corporation recognizes in a beneficial owner.
180.0723(2)(c)
(c) The manner in which the nominee selects the procedure.
180.0723(2)(d)
(d) The information that must be provided when the procedure is selected.
180.0723(2)(e)
(e) The period for which selection of the procedure is effective.
180.0723 History
History: 1989 a. 303.
180.0724
180.0724
Acceptance of instruments showing shareholder action. 180.0724(1)(1) If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.
180.0724(2)
(2) If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following apply:
180.0724(2)(a)
(a) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.
180.0724(2)(b)
(b) The name signed purports to be that of a personal representative, administrator, executor, guardian or conservator representing the shareholder and, if the corporation requests, evidence of fiduciary status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment.
180.0724(2)(c)
(c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the corporation requests, evidence of this status acceptable to the corporation is presented with respect to the vote, consent, waiver or proxy appointment.
180.0724(2)(d)
(d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the shareholder is presented with respect to the vote, consent, waiver or proxy appointment.
180.0724(2)(e)
(e) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coowners and the person signing appears to be acting on behalf of all coowners.
180.0724(3)
(3) The corporation may reject a vote, consent, waiver or proxy appointment if the secretary or other officer or agent of the corporation who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the shareholder.
180.0724(4)
(4) The corporation and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.
180.0724(5)
(5) Corporate action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
180.0724 History
History: 1989 a. 303.
180.0725
180.0725
Quorum and voting requirements for voting groups. 180.0725(1)(1) Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or this chapter provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
180.0725(2)
(2) Once a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, it is considered present for purposes of determining whether a quorum exists, for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
180.0725(3)
(3) If a quorum exists, action on a matter, other than the election of directors under
s. 180.0728, by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or this chapter requires a greater number of affirmative votes.
180.0725 History
History: 1989 a. 303;
1991 a. 16.
