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.
181.25(3)
(3) The articles of incorporation or the bylaws may provide that any one or more officers of the corporation shall be members of the board of directors.
181.25(4)
(4) The officers of a corporation may be designated by such other titles as may be provided in the articles of incorporation or the bylaws; and in such case any document required or permitted by this chapter to be signed by the president, vice president, secretary or assistant secretary may be signed by such officer as may be stated in such document to correspond to the officer so required or permitted to sign.
181.25 History
History: 1979 c. 110.
181.26
181.26
Removal of officers. Any officer or agent elected or appointed may be removed by the persons authorized to elect or appoint such officer whenever in their judgment the best interests of the corporation will be served thereby. The removal of an officer shall be without prejudice to the contract rights, if any, of the officer so removed. Election or appointment shall not of itself create contract rights.
181.26 Annotation
See note to 181.20, citing Attoe v. Madison Pro. Policemen's Asso. 79 W (2d) 199, 255 NW (2d) 489.
181.265
181.265
Report of names and addresses of officers or directors. Whenever initial officers are selected, or changes are made in the principal officers or directors of a corporation, the corporation may file with the department a report setting forth the names and addresses of all the principal officers or directors, or both if there have been changes in both.
181.265 History
History: 1983 a. 27;
1995 a. 27.
181.27
181.27
Books and records. 181.27(1)(1) Each corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, board of directors and committees having any of the authority of the board of directors; and shall keep at its principal office or at the office of its secretary a record giving the names and addresses of members entitled to vote, or records showing where such information can be obtained. Any books, records or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time. All relevant books and records of a corporation may be inspected by any member, or the member's agent or attorney, for any proper purpose at any reasonable time.
181.27(2)
(2) In any pending action or proceeding, or upon petition for such purpose, any court of record in this state may, upon notice fixed by the court, hearing and proper cause shown, and upon suitable terms, order any or all of the books and records of account, minutes, and record of members of a corporation, and any other pertinent documents in its possession, or transcripts from or duly authenticated copies thereof, to be brought within this state, and kept therein at such place and for such time and for such purposes as may be designated in such order; and any corporation failing to comply with such order shall be subject to involuntary dissolution under this chapter, and all its directors and officers shall be liable to be punished for contempt of court for disobedience of such order.
181.27 History
History: 1973 c. 128;
1993 a. 482.
181.27 Annotation
Member of corporation was properly denied access to contents of legal opinion given to corporation. Belth v. American Risk & Ins. Assn., 141 W (2d) 65, 413 NW (2d) 654 (Ct. App. 1987).
181.28
181.28
Shares of stock and dividends prohibited. A corporation shall not have or issue shares of stock. No dividend shall be paid and no part of the income of a corporation shall be distributed to its members, directors or officers. A corporation may pay compensation in a reasonable amount to members, directors or officers for services rendered, may confer benefits upon its members in conformity with its purposes and may make distributions upon dissolution or final liquidation as permitted by this chapter, and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income.
181.283
181.283
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, any of which may be written or oral, formal or informal, including financial statements and other financial data, if prepared or presented by any of the following:
181.283(1)
(1) An officer or employe of the corporation whom the director or officer believes in good faith to be reliable and competent in the matters presented.
181.283(2)
(2) Legal counsel, public accountants or other persons as to matters the director or officer believes in good faith are within the person's professional or expert competence.
181.283(3)
(3) In the case of reliance by a director, a committee of the board of directors of which the director is not a member if the director believes in good faith that the committee merits confidence.
181.283 History
History: 1987 a. 13.
181.285
181.285
Consideration of interests in addition to members' interests. In discharging his or her duties to the corporation and in determining what he or she believes to be in the best interests of the corporation, a director or officer may, in addition to considering the effects of any action on members, consider the following:
181.285(1)
(1) The effects of the action on employes, suppliers and customers of the corporation.
181.285(2)
(2) The effects of the action on communities in which the corporation operates.
181.285(3)
(3) Any other factors the director or officer considers pertinent.
181.285 History
History: 1987 a. 13.
181.287
181.287
Limited liability of directors and officers. 181.287(1)(1) Except as provided in
subs. (2) and
(3), a director or officer is not liable to the corporation, its members or creditors, or any person asserting rights on behalf of the corporation, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:
181.287(1)(a)
(a) 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.
181.287(1)(b)
(b) 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.
181.287(1)(c)
(c) A transaction from which the director or officer derived an improper personal profit.
181.287(2)
(2) Except as provided in
sub. (3), this section does not apply to any of the following:
181.287(2)(a)
(a) A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.
181.287(2)(b)
(b) A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute.
181.287(3)
(3) Subsection (2) (a) and
(b) does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor.
181.287 History
History: 1987 a. 13.
181.287 Annotation
Director was not immune from personal contract liability where he acted as agent of corporation whose corporate status was partially disclosed in negotiating contract. Benjamin Plumbing, Inc. v. Barnes, 162 W (2d) 837, 456 NW (2d) 628 (1991).
181.287 Annotation
For the exemption to immunity under sub. (2) (d) for willful misconduct to apply, a creditor must show something additional to the dishonesty necessary to pierce the corporate veil. IGL-Wisconsin Awning v. Milwaukee Air & Water Show, 185 W (2d) 864, 524 NW (2d) 140 (Ct. App. 1994).
181.287 Annotation
Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.
181.29
181.29
Directors' liability on loans to officers and directors. In addition to any other liabilities imposed by law, directors who vote in favor of making a loan to an officer or director of the corporation shall be jointly and severally liable to the corporation for the amount of the loan until repaid, unless the directors prove that the loan was made for a proper purpose in furtherance of the corporation's affairs.
Section 181.287 does not apply to the liability of a director under this section.
181.29 History
History: 1987 a. 13.
181.295
181.295
Members' derivative actions. 181.295(1)
(1) No action may be instituted or maintained in the right of any corporation by a member of such corporation unless:
181.295(1)(a)
(a) The plaintiff alleges in the complaint that the plaintiff was a member at the time of the transaction or any part thereof of which the plaintiff complains, or that the plaintiff's membership thereafter devolved upon the plaintiff by operation of law from a member who was a member at the time of the transaction or any part thereof complained of.
181.295(1)(b)
(b) The plaintiff alleges in the complaint with particularity the plaintiff's efforts to secure from the board of directors such action as the plaintiff desires and alleges further that the plaintiff has either informed the corporation or such board of directors in writing of the ultimate facts of each cause of action against each such defendant director or delivered to the corporation or such board of directors a true copy of the complaint which the plaintiff proposes to file, and the reasons for the plaintiff's failure to obtain such action or the reasons for not making such effort.
181.295(1)(c)
(c) The complaint in any such action shall be filed within 20 days after the action is commenced.
181.295(2)
(2) The action shall not be dismissed or compromised without the approval of the court.
181.295(3)
(3) If anything is recovered or obtained as the result of the action whether by means of a compromise and settlement or by a judgment, the court may, out of the proceeds of the action, award the plaintiff the reasonable expenses of maintaining the action, including reasonable attorneys' fees, and may direct the plaintiff to account to the corporation for the remainder of such proceeds.
181.295(4)
(4) In any action brought in the right of any corporation by fewer than 3% of the members, the defendants shall be entitled on application to the court to require the plaintiff or plaintiffs to give security for the reasonable expenses, including attorney fees. The amount of such security may thereafter from time to time be increased or decreased in the discretion of the court having jurisdiction of such action upon showing that the security provided has or may become inadequate or is excessive.
