181.047(3)
(3) Sections 181.041 to
181.053 do not affect a corporation's power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances:
181.047(3)(a)
(a) As a witness in a proceeding to which he or she is not a party.
181.047(3)(b)
(b) As a plaintiff or petitioner in a proceeding because he or she is or was an employe, agent, director or officer of the corporation.
181.047 History
History: 1987 a. 13.
181.049
181.049
Court-ordered indemnification. 181.049(1)
(1) Except as provided otherwise by written agreement between the director or officer and the corporation, a director or officer who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Application shall be made for an initial determination by the court under
s. 181.043 (5) or for review by the court of an adverse determination under
s. 181.043 (1),
(2),
(3),
(4) or
(6). After receipt of an application, the court shall give any notice it considers necessary.
181.049(2)
(2) The court shall order indemnification if it determines any of the following:
181.049(2)(a)
(a) That the director or officer is entitled to indemnification under
s. 181.042 (1) or
(2). If the court also determines that the corporation unreasonably refused the director's or officer's request for indemnification, the court shall order the corporation to pay the director's or officer's reasonable expenses incurred to obtain the court-ordered indemnification.
181.049(2)(b)
(b) That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under
s. 181.042 (2).
181.049 History
History: 1987 a. 13.
181.051
181.051
Indemnification and allowance of expenses of employes and agents. A corporation may indemnify and allow reasonable expenses of an employe or agent who is not a director or officer to the extent provided by the articles of incorporation or bylaws, by general or specific action of the board of directors or by contract.
181.051 History
History: 1987 a. 13.
181.053
181.053
Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is an employe, agent, director or officer of the corporation against liability asserted against and incurred by the individual in his or her capacity as an employe, agent, director or officer, or arising from his or her status as an employe, agent, director or officer, regardless of whether the corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under
ss. 181.042,
181.044,
181.047 and
181.051.
181.053 History
History: 1987 a. 13.
181.057
181.057
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, but such lack of capacity or power may be asserted:
181.057(1)
(1) In a proceeding by a member or director against the corporation to enjoin the doing of any act or acts or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined are being, or are 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 it deems the same to be equitable, set aside and enjoin the performance of such contract, and in so doing 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 which may result from the action of the court in setting aside and enjoining the performance of such contract, but anticipated profits to be derived from the performance of the contract shall not be awarded by the court as a loss or damage sustained.
181.057(2)
(2) In 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.
181.057(3)
(3) In a proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or in a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts.
181.057 History
History: 1979 c. 110;
1987 a. 13 s.
14; Stats. 1987 s. 181.057.
181.06
181.06
Corporate name. The corporate name:
181.06(1)
(1) Shall contain the word "corporation", "incorporated", or "limited", or an abbreviation of one of such words; this subsection shall apply only to corporations organized or changing their name after the enactment of this chapter.
181.06(2)
(2) Shall not contain any word or phrase which indicates or implies that it is organized for any purpose other than a purpose for which corporations may be organized under this chapter.
181.06(3)
(3) Shall not be the same as or deceptively similar to the name of any corporation, limited liability company, limited liability partnership or limited partnership existing under any law of this state, or any foreign corporation, foreign limited liability company, foreign limited liability partnership or foreign limited partnership authorized to transact business or conduct affairs in this state, or a name the exclusive right to which is at the time reserved in the manner provided in this chapter or reserved or registered in the manner provided in
ch. 180, except that this subsection shall not apply if the applicant files with the department either of the following:
181.06(3)(a)
(a) The written consent of such other corporation or holder of a reserved or registered name to use the same or deceptively similar name and one or more words are added to make such name distinguishable from such other name; or
181.06(3)(b)
(b) A certified copy of a final decree of a court of competent jurisdiction establishing the prior right of the applicant to the use of such name in this state.
181.06(4)
(4) Subsections (1),
(2) and
(3) shall not apply to any corporation organized under any other chapter of the statutes which may elect to become subject to this chapter.
181.06(5)
(5) A corporation with which another corporation, domestic or foreign, is merged, or which is formed by the reorganization or consolidation of one or more domestic or foreign corporations or upon a sale, lease or other disposition to or exchange with, a domestic corporation of all or substantially all of the assets of another corporation, domestic or foreign, including its name, may have the same name as that used in this state by any of such corporations if such other corporation was organized under the laws of, or is authorized to transact business or conduct affairs in, this state.
181.07(1)(1) The exclusive right to the use of a corporate name may be reserved by:
181.07(1)(a)
(a) Any person intending to organize a corporation under this chapter.
181.07(1)(b)
(b) Any domestic corporation intending to change its name.
181.07(2)
(2) The reservation shall be made by filing with the department an application to reserve a specified corporate name, executed by the applicant or making a telephone application to reserve a specified corporate name. If the department finds that the name is available for corporate use, the department shall reserve the same for the exclusive use of the applicant for a period of 60 days. The department shall cancel the telephone application to reserve a specified corporate name if the department does not receive the proper fee within 15 business days after the application.
181.07(3)
(3) Any corporation, domestic or foreign entitled to the use of its corporate name under the laws of this state, may upon merger, consolidation, change of name or dissolution reserve the exclusive right to that corporate name for a period of not to exceed 10 years by filing with the department an application to reserve the right to that name, executed by the corporation. This application shall be filed with the department simultaneously with the filing of articles of merger, consolidation or dissolution or with the filing of articles of amendment or restated articles which change the corporate name.
181.07(5)
(5) The right to the exclusive use of a specified corporate name so reserved may be transferred to any other person or corporation by filing with the department a notice of such transfer, executed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.
181.08
181.08
Registered agent. Each corporation shall have and continuously maintain in this state a registered agent, which agent may be an individual resident in this state, a domestic corporation organized under this chapter or
ch. 180, a domestic limited liability company or a foreign corporation or foreign limited liability company authorized to transact business in this state. The name and address of the registered agent shall be filed with the department.
181.09
181.09
Change of registered agent or his address. 181.09(1)(1) A corporation may change its registered agent or the registered agent's address by executing and filing with the department a statement setting forth:
181.09(1)(b)
(b) The name and address, including street and number, if any, of its registered agent as changed;
181.09(1)(c)
(c) That such change was authorized by resolution duly adopted by its board of directors, or resulted from the action of a governmental agency in changing the address of the registered agent without a corresponding change in physical location.
181.09(2)
(2) Such statement shall be executed by a principal officer of the corporation and the corporate seal shall be thereto affixed.
181.09(3)(a)(a) In lieu of a change pursuant to
subs. (1) and
(2), a corporation may change the name or address of its registered agent, or both, by setting forth the name and address of its registered agent, as changed, in any of the following:
181.09(3)(a)1.
1. Articles of amendment of the corporation's articles of incorporation or in restated articles of incorporation filed and recorded as provided in this chapter.
181.09(4)
(4) If a registered agent's address is changed to another place within the county, such change of address may be indicated by executing and filing a statement as required in
sub. (1), except it need be signed only by the registered agent and need not be responsive to
sub. (1) (c) and shall state that a copy of the statement has been mailed to the corporation.
181.095
181.095
Resignation of registered agent. 181.095(1)
(1) A registered agent may resign by executing and filing with the department a statement in duplicate setting forth:
181.095(1)(a)
(a) The name of the corporation for which the registered agent is acting.
181.095(1)(c)
(c) The address, including street and number, if any, of the corporation's then principal office in this state.
181.095(2)
(2) Such statement shall be executed by the registered agent, if an individual, and, if a corporation, a foreign corporation or a domestic or foreign limited liability company, by a principal officer, and the seal of such corporate registered agent shall be affixed thereto.
181.095(3)
(3) The department shall note on one of the duplicates the date of filing and mail the same to the corporation at its principal office as shown by the statement filed.
181.095(4)
(4) If no change of registered agent is previously made, the resignation shall be effective on the expiration of 60 days after the date of filing the statement.
181.095 History
History: 1993 a. 112;
1995 a. 27.
181.10
181.10
Service on corporation. 181.10(1)
(1) 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.
181.10(2)
(2) 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:
181.10(2)(a)
(a) The date on which the corporation receives the mail.
181.10(2)(b)
(b) The date shown on the return receipt, if signed on behalf of the corporation.
181.10(2)(c)
(c) Five days after its deposit in the U.S. mail, if mailed postpaid and correctly addressed.
181.10(3)
(3) 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.
181.10(4)
(4) 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.
181.10 History
History: 1993 a. 35;
1995 a. 27.
181.11
181.11
Members. A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes, and the qualifications, rights, and method of acceptance of members of each class shall be set forth in the articles of incorporation, or in the bylaws if the articles so provide. A corporation may issue certificates evidencing membership therein.
181.12
181.12
Termination and transfer of membership. 181.12(1)(1) Unless otherwise provided in the articles of incorporation, membership shall be terminated by death, voluntary withdrawal, or expulsion, and thereafter all the rights of the member in the corporation or in its property shall cease.
181.12(2)
(2) Members may be expelled in the manner provided in the articles of incorporation, or in the bylaws, if the articles so provide; if no provision is made therein, expulsion may be effected by an affirmative vote of two-thirds of the members entitled to vote, or of two-thirds of the directors where there are no members entitled to vote.
181.12(3)
(3) No member may transfer his or her membership, or any right arising therefrom, unless transfer is authorized by the articles of incorporation or in the bylaws, if the articles so provide.
181.12 History
History: 1993 a. 482.
181.13
181.13
Bylaws. The initial bylaws of a corporation shall be adopted by its board of directors. Thereafter bylaws may be adopted either by the members or the board of directors, 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 of directors shall be subject to amendment or repeal by the members as well as by the directors.
181.13 Annotation
Adoption by custom and acquiescence discussed. O'Leary v. Howard Young Medical Center, 89 W (2d) 156, 278 NW (2d) 217 (Ct. App. 1979).
181.14
181.14
Meetings of members. 181.14(1)(1) Meetings of members may be held at such place either within or without this state, as may be provided in or pursuant to the bylaws. In the absence of any such provision, all meetings shall be held at the principal office of the corporation in this state.
181.14(2)
(2) An annual meeting of the members shall be held at such time as may be provided in or pursuant to the bylaws, and if not so provided, an annual meeting shall be held on each anniversary of the beginning of corporate existence. Failure to hold the annual meeting at the designated time shall not work a forfeiture or dissolution of the corporation.
181.14(3)
(3) Special meetings of the members may be called by the president, the board of directors, by members having one-twentieth of the votes entitled to be cast at such meeting, or by such other officers or such other proportion of the members as may be provided in the articles of incorporation or the bylaws.
181.15
181.15
Notice of members' meetings. Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than 10 nor more than 50 days before the date of the meeting, unless a different time shall be provided by this chapter, the articles of incorporation or the bylaws. The notice shall be delivered either personally or by mail, by or at the direction of the president, the secretary or the officer or person calling the meeting, to each member entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at the member's address as it appears on the records of the corporation, with postage thereon prepaid. In lieu of such notice, if the articles of incorporation or bylaws so provide, notice may be given by publishing the same as a class 2 notice, under
ch. 985, near the principal office of the corporation.
181.15 History
History: 1993 a. 482.
181.16(1)(1) The right of the members, or any class or classes of members, to vote may be limited, enlarged or denied to the extent specified in the articles of incorporation or in the bylaws if the articles so provide. Unless so limited, enlarged or denied, each member, regardless of class, shall be entitled to one vote on each matter submitted to a vote of members.
181.16(2)
(2) A member may vote in person, or unless the articles of incorporation or bylaws provide otherwise, may vote by proxy executed in writing by the member or by the member's duly authorized attorney-in-fact. No proxy shall be valid after 11 months from the date of its execution, unless otherwise provided in the proxy. If directors or officers are to be elected by members, the bylaws may provide that such elections may be conducted by mail.
181.16(3)
(3) A corporate member's vote may be cast by the president of the member corporation, or by any other officer or proxy appointed by the president of such corporation, in the absence of express notice of the designation of some other person by the board of directors or bylaws of the member corporation. A limited liability company member's vote may be cast by a manager of the member limited liability company.
181.16 History
History: 1993 a. 112,
482.
