181.651 Annual report of domestic corporation.
181.66 Foreign corporations.
181.665 Omission of seal.
181.667 Recording change of principal office.
181.67 Procedure on filing and recording of documents.
181.68 Fees for filing documents and issuing certificates.
181.69 Penalties for false statements.
181.705 When notice not required.
181.71 Voting requirements of articles of incorporation.
181.72 Informal action by members or directors.
181.73 Appeal from department of financial institutions.
181.74 Forms to be furnished by department of financial institutions.
181.75 Application of chapter to rights existing before enactment.
181.76 Applicability of chapter.
181.77 Private foundations.
181.78 Offer and sale of securities.
181.79 Public purpose corporations.
181.01
181.01
Title. This chapter shall be known and may be cited as "The Wisconsin Nonstock Corporation Law".
181.02
181.02
Definitions. As used in this chapter, unless the context otherwise requires the term:
181.02(1)
(1) "Articles of incorporation" includes the original articles of incorporation, or special law or charter corresponding thereto, and all amendments, and includes restated articles of incorporation.
181.02(2)
(2) "Board of directors" means the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated.
181.02(3)
(3) "Bylaws" means the code or codes of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name or names by which such rules are designated.
181.02(4)
(4) "Corporation" or "domestic corporation" means a nonstock nonprofit corporation subject to the provisions of this chapter, except a foreign corporation.
181.02(4m)
(4m) "Department" means the department of financial institutions.
181.02(5)
(5) "Foreign corporation" means a nonprofit corporation organized under laws other than the laws of this state.
181.02(6)
(6) "Insolvent" means inability of a corporation to pay its debts as they become due in the usual course of its affairs.
181.02(7)
(7) "Member" means one having membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws. Persons, corporations organized under any law, whether stock or nonstock, limited liability companies, partnerships and associations may be members.
181.02(8)
(8) "Nonprofit corporation" means a corporation, no part of the income of which is distributable to its members, directors or officers.
181.02(9)
(9) "Nonstock corporation" means a corporation without capital stock.
181.03
181.03
Purposes. Corporations may be organized under this chapter for any lawful purpose whatever, except banking, insurance, and building or operating public railroads, but subject always to provisions elsewhere in the statutes relating to the organization of specified kinds or classes of corporations.
181.04
181.04
General powers. Each corporation, when no inconsistent provision is made by law or by its articles of incorporation, shall have power:
181.04(2)
(2) To sue and be sued, complain and defend, in its corporate name.
181.04(3)
(3) To have a corporate seal which may be altered at pleasure, and to use the same by causing it, or a facsimile thereof, to be impressed or affixed or in any other manner reproduced.
181.04(4)
(4) To purchase, take, receive, lease, take by gift, devise or bequest, or otherwise acquire, and to own, hold, improve, use and otherwise deal in and with real or personal property, or any interest therein, wherever situated.
181.04(5)
(5) To sell, convey, mortgage, pledge, lease, exchange, transfer and otherwise dispose of all or any part of its property and assets.
181.04(6)
(6) To purchase, take, receive, subscribe for, or otherwise acquire, own, hold, vote, use, employ, sell, mortgage, lend, pledge, or otherwise dispose of, and otherwise use and deal in and with, shares or other interests in, or obligations of, other corporations, however or wherever organized, and of associations, trusts, limited liability companies, partnerships, or individuals, or of the United States or of any government, state, territory, governmental district or municipality or of any instrumentality thereof.
181.04(7)
(7) To make contracts, including guarantees, and incur liabilities; to borrow money at such rates of interest as the corporation may determine; to issue its notes, bonds and other obligations; and to secure any of its obligations by mortgage or pledge of all or any of its property, franchises and income.
181.04(8)
(8) To invest its funds from time to time and to lend money for its corporate purposes, and to take and hold real and personal property as security for the payment of funds so invested or loaned.
181.04(9)
(9) To conduct its business and affairs, carry on its operations, and have offices and exercise the powers granted by this chapter within or without this state.
181.04(10)
(10) To elect or appoint officers and agents of the corporation, and to define their duties and fix their compensation.
181.04(11)
(11) To make and alter bylaws not inconsistent with its articles of incorporation or with the laws of this state, for the administration and the regulation of the affairs of the corporation.
181.04(12)
(12) To make donations for the public welfare or for charitable, scientific, educational or religious purposes.
181.04(13)
(13) To be a promoter, partner, member, associate or manager of any partnership, limited liability company, joint venture, trust or other enterprise.
181.04(14)
(14) To cease its corporate activities and surrender its corporate franchise.
181.04(15)
(15) To pay pensions and establish pension plans, pension trusts, profit-sharing plans and other incentive plans for directors, officers and employes of the corporation and its subsidiaries.
181.04(16)
(16) To have and exercise all powers necessary or convenient to effect its purposes.
181.04 History
History: 1973 c. 128;
1993 a. 112.
181.04 Annotation
Revisions of the nonstock corporation law. Hardy, 1974 WBB No. 3.
181.041
181.041
Definitions applicable to indemnification and insurance provisions. In
ss. 181.041 to
181.053:
181.041(1)
(1) "Corporation" means a domestic corporation and any domestic or foreign predecessor of a domestic corporation where the predecessor corporation's existence ceased upon the consummation of a merger or other transaction.
181.041(2)
(2) "Director or officer" means any of the following:
181.041(2)(a)
(a) A natural person who is or was a director or officer of a corporation.
181.041(2)(b)
(b) A natural person who, while a director or officer of a corporation, is or was serving at the corporation's request as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employe or agent of another corporation or foreign corporation, limited liability company, partnership, joint venture, trust or other enterprise.
181.041(2)(c)
(c) A natural person who, while a director or officer of a corporation, is or was serving an employe benefit plan because his or her duties to the corporation also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.
181.041(2)(d)
(d) Unless the context requires otherwise, the estate or personal representative of a director or officer.
181.041(3)
(3) "Expenses" include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
181.041(4)
(4) "Liability" includes the obligation to pay a judgment, settlement, penalty, assessment, forfeiture or fine, including any excise tax assessed with respect to an employe benefit plan, and reasonable expenses.
181.041(5)
(5) "Party" means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
181.041(6)
(6) "Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the corporation or by any other person.
181.041 History
History: 1987 a. 13;
1993 a. 112.
181.042
181.042
Mandatory indemnification. 181.042(1)
(1) A corporation shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the corporation.
181.042(2)(a)(a) In cases not included under
sub. (1), a corporation shall indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the corporation, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the corporation and the breach or failure to perform constitutes any of the following:
181.042(2)(a)1.
1. A wilful failure to deal fairly with the corporation or its members in connection with a matter in which the director or officer has a material conflict of interest.
181.042(2)(a)2.
2. A violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.
181.042(2)(a)3.
3. A transaction from which the director or officer derived an improper personal profit.
181.042(2)(b)
(b) Determination of whether indemnification is required under this subsection shall be made under
s. 181.043.
181.042(2)(c)
(c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this subsection.
181.042(3)
(3) A director or officer who seeks indemnification under this section shall make a written request to the corporation.
181.042(4)(a)(a) Indemnification under this section is not required to the extent limited by the articles of incorporation under
s. 181.045.
181.042(4)(b)
(b) Indemnification under this section is not required if the director or officer has previously received indemnification or allowance of expenses from any person, including the corporation, in connection with the same proceeding.
181.042 History
History: 1987 a. 13.
181.042 Annotation
Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
181.043
181.043
Determination of right to indemnification. Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the director or officer and the corporation, the director or officer seeking indemnification under
s. 181.042 (2) shall select one of the following means for determining his or her right to indemnification:
181.043(1)
(1) By majority vote of a quorum of the board of directors consisting of directors not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the board of directors and consisting solely of 2 or more directors not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
181.043(2)
(2) By independent legal counsel selected by a quorum of the board of directors or its committee in the manner prescribed in
sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full board of directors, including directors who are parties to the same or related proceedings.
181.043(3)
(3) By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under
sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the 2 arbitrators previously selected.
181.043(4)
(4) By an affirmative vote of members as provided in
s. 181.17, 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.
181.043(6)
(6) By any other method provided for in any additional right to indemnification permitted under
s. 181.047.
181.043 History
History: 1987 a. 13.
181.044
181.044
Allowance of expenses as incurred. Upon written request by a director or officer who is a party to a proceeding, a corporation may pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the corporation with all of the following:
