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.
181.17
181.17
Quorum. Members holding one-tenth of the votes entitled to be cast, present in person or represented by proxy, shall constitute a quorum at a meeting of members, provided that the articles of incorporation or bylaws may fix either a larger or smaller number of members which shall constitute a quorum. A majority of the votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum is present, shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.
181.175
181.175
Division into districts or units, delegates, meetings. 181.175(1)(1) The articles of incorporation or bylaws may provide for the division of the members into geographical or other districts or units to be designated by the board of directors and may provide for annual and special meetings to be held within the designated districts or units for the election of district or unit delegates to represent the members of the district or unit at the annual and special meetings of the corporation. Unless otherwise provided in the articles of incorporation or bylaws, the number of delegates to be elected in each district or unit may be determined from time to time by the board of directors. Such delegates shall have the powers and duties of members at meetings of the members and meetings of the delegates may be held in lieu of meetings of members.
181.175(2)
(2) Written notice of meetings of delegates, 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 given to the delegates either personally or by mail addressed to each delegate at the delegate's address as it appears on the records of the corporation and deposited in the United States mail, with postage prepaid thereon, not less than 10 days before the date set for such meeting.
181.175(3)
(3) Each delegate shall have one vote at meetings of delegates and the number of delegates constituting a quorum at such meetings shall be provided in the articles of incorporation or bylaws.
181.175(4)
(4) Written notice of meetings of members within districts or units 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 given to members within the district either personally or by mail addressed to each member entitled to vote at such meeting at the member's address as it appears on the records of the corporation and deposited in the United States mail, with postage prepaid thereon, not less than 10 days before the date set for such meeting. 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, in the district.
181.175(5)
(5) Each member shall have one vote at the district or unit meetings of members and the number of members constituting a quorum at such meetings shall be provided in the articles of incorporation or bylaws.
181.175(6)
(6) If the articles of incorporation or bylaws provide for the division of the members into districts or units, the articles of incorporation or bylaws may also provide for the election or appointment of district or unit committees and officers. Such district committees or officers shall have such powers and duties in the administration of the district or unit affairs of the corporation in their respective districts or units as may be determined by the board of directors, provided that such district or unit committees or officers shall not have power to dispose of any property of the corporation, expend its funds or obligate it in any way, unless specifically authorized to do so by the board of directors. Any such district or unit committees or officers shall be given appropriate designations which will prevent their being confused with directors and officers of the corporation.
181.175 History
History: 1993 a. 482.
181.18
181.18
Board of directors. The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of this state or members of the corporation unless the articles of incorporation or bylaws so require. The bylaws may prescribe other qualifications for directors.
181.19
181.19
Directors' authority to establish compensation. Unless otherwise provided in the articles of incorporation or bylaws, the board of directors, by the affirmative vote of a majority of the directors then in office, and irrespective of any personal interest of any of its members, shall have authority to establish reasonable compensation of all directors for services to the corporation as directors, officers or otherwise, or to delegate such authority to an appropriate committee. The board of directors also shall have authority to provide for or to delegate authority to an appropriate committee to provide for reasonable pensions, disability or death benefits, and other benefits or payments, to directors, officers and employes and to their estates, families, dependents or beneficiaries on account of prior services rendered by such directors, officers and employes to the corporation.
181.20
181.20
Number and election of directors. 181.20(1)
(1) The number of directors of a corporation shall not be less than 3. Subject to such limitation, the number of directors shall be fixed by or in the manner provided in the articles of incorporation, or, if the articles of incorporation so provide, by or in the manner provided in the bylaws.
181.20(2)
(2) The directors constituting the first board of directors shall be named in the articles of incorporation and shall hold office until the first annual election of directors or for such other period as may be specified in the articles of incorporation or the bylaws. Thereafter, directors shall be elected or appointed in the manner and for terms provided in the articles of incorporation or the bylaws. In the absence of a provision fixing the term of office, the term of office of a director shall be one year.
181.20(3)
(3) Directors may be divided into classes and the terms of office of the several classes need not be uniform. Each director shall hold office for the term for which the director is elected or appointed and until the director's successor shall have been elected or appointed and qualified.
181.20(4)
(4) A director may be removed from office for cause, or for any reason provided in the articles of incorporation or bylaws. The articles of incorporation or bylaws may provide the procedure for any such removal.
181.20 History
History: 1973 c. 128;
1993 a. 482.
181.20 Annotation
Court is reluctant to interfere in internal affairs of voluntary organizations, unless internal rules governing affairs of organization were construed by organization as to be clearly subversive of personal or property rights. Attoe v. Madison Pro. Policemen's Asso. 79 W (2d) 199, 255 NW (2d) 489.
181.21(1)(1) Unless otherwise provided in the articles of incorporation or bylaws, any vacancy occurring in the board of directors, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, although less than a quorum.
181.21(2)
(2) In the event that the board of directors ceases to exist, and there are no members having voting rights, the members without voting rights shall thereupon have power to elect a new board.
181.22
181.22
Quorum of directors. A majority of the number of directors fixed pursuant to this chapter shall constitute a quorum for the transaction of affairs unless a different proportion is required by the articles of incorporation or the bylaws. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater proportion is required by this chapter, the articles of incorporation or the bylaws.
181.225
181.225
Director conflicts of interest. 181.225(1)
(1) No contract or other transaction between a corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of its directors are directors or officers or has a material financial interest, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves or ratifies such contract or transaction or because the director's or directors' votes are counted for such purpose, if any of the following applies:
181.225(1)(a)
(a) The fact of such relationship or interest is disclosed or known to the board of directors or committee which authorizes, approves or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors.
181.225(1)(b)
(b) The fact of such relationship or interest is disclosed or known to the members entitled to vote and they authorize, approve or ratify such contract or transaction by vote or written consent.
181.225(1)(c)
(c) The contract or transaction is fair and reasonable to the corporation.
181.225(2)
(2) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the board of directors or a committee thereof which authorizes, approves or ratifies a contract or transaction under
sub. (1).
181.225 History
History: 1973 c. 128;
1993 a. 482.
181.23
181.23
Committees of directors. If the articles of incorporation or bylaws so provide, the board of directors by resolution adopted by a majority of the number of directors fixed pursuant to this chapter may designate one or more committees, each committee to consist of 3 or more directors elected by the board of directors, which to the extent provided in said resolution or in the articles of incorporation or in the bylaws, shall have and may exercise, when the board of directors is not in session, the powers of the board of directors in the management of the affairs of the corporation, except action in respect to election of officers or the filling of vacancies in the board of directors or committees created pursuant to the authority granted in this section. The board of directors may elect one or more of its members as alternate members of any such committee who may take the place of any absent member or members at any meeting of such committee. The designation of such committee or committees and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed upon the board or member by law.
181.23 History
History: 1993 a. 482.
181.24
181.24
Place and notice of directors' meetings. 181.24(1)(1) Unless provided otherwise in the articles of incorporation or bylaws, meetings of the board of directors, regular or special, may be held either within or without this state.
181.24(2)
(2) Regular meetings of the board of directors may be held with or without notice as prescribed in the bylaws. Special meetings of the board of directors shall be held upon such notice as is prescribed in the bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting and objects thereat to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the board of directors need be specified in the notice or waiver of notice of such meeting unless required by the bylaws.
181.24(3)(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 or in a committee 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:
181.24(3)(a)1.
1. All participating directors may simultaneously hear each other during the meeting.
181.24(3)(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.
181.24(3)(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. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.
181.24 History
History: 1989 a. 308;
1991 a. 16.
181.25(1)(1) The officers of a corporation shall consist of a president, one or more vice presidents, a secretary, a treasurer and such other officers and assistant officers as may be deemed necessary, each of whom shall be elected or appointed at such time and in such manner and for such terms not exceeding 3 years as may be prescribed in the articles of incorporation or the bylaws. In the absence of any such provision, all officers shall be elected or appointed annually by the board of directors. If the bylaws so provide, any 2 or more offices may be held by the same person, except the offices of president and secretary, and the offices of president and vice president.
181.25(2)
(2) All officers and agents of the corporation, as between themselves and the corporation, shall have such authority and perform such duties in the management of the corporation as may be provided in the articles of incorporation or in the bylaws, or as may be determined by resolution of the board of directors not inconsistent with the articles of incorporation or the bylaws.
