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.
181.295 History
History: 1973 c. 128;
1993 a. 482,
490.
181.297
181.297
Limited liability of volunteers. 181.297(1)
(1)
Definition. In this section, "volunteer" means a natural person, other than an employe of the corporation, who provides services to or on behalf of the corporation without compensation.
181.297(2)
(2) Immunity. Except as provided in
sub. (3), a volunteer is not liable to any person for damages, settlements, fees, fines, penalties or other monetary liabilities arising from any act or omission as a volunteer, unless the person asserting liability proves that the act or omission constitutes any of the following:
181.297(2)(a)
(a) A violation of criminal law, unless the volunteer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.
181.297(2)(c)
(c) If the volunteer is a director or officer of the corporation, an act or omission within the scope of the volunteer's duties as a director or officer.
181.297(2)(d)
(d) An act or omission for which the volunteer received compensation or anything of substantial value in lieu of compensation.
181.297(3)(a)(a) Except as provided in
par. (b), this section does not apply to any of the following:
181.297(3)(a)1.
1. A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.
181.297(3)(a)2.
2. 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.
181.297(3)(a)3.
3. Claims arising from the negligent operation of an automobile, truck, train, airplane or other vehicle by a volunteer.
181.297(3)(a)4.
4. A proceeding against a volunteer who is licensed, certified, permitted or registered under state law and which is based upon an act or omission within the scope of practice under the volunteer's license, certificate, permit or registration.
181.297(3)(b)
(b) Paragraph (a) 1. and
2. does not apply to a proceeding brought by or on behalf of a governmental unit, authority or agency in its capacity as a contractor.
181.297 Annotation
For the exemption to immunity under sub. (2) (b) 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).
181.30
181.30
Incorporators. One or more natural persons of the age of 18 years or more may act as incorporator or incorporators of a corporation by signing, acknowledging and filing articles of incorporation for such corporation.
181.30 History
History: 1971 c. 213 s.
5;
1981 c. 337.
181.31
181.31
Articles of incorporation. 181.31(1)
(1) The articles of incorporation shall set forth:
181.31(1)(c)
(c) The purpose or purposes for which the corporation is organized. It shall be a sufficient compliance with this paragraph to state, either alone or with other purposes, that the corporation may engage in any lawful activity within the purposes for which corporations may be organized under this chapter, and all such lawful activities shall by such statement be deemed within the purposes of the corporation, subject to expressed limitations, if any.
181.31(1)(d)
(d) If the corporation is to have no members, a statement to that effect.
181.31(1)(e)
(e) If the corporation is to have one or more classes of members, any provision desired to be set forth designating the class or classes of members and stating the qualifications and rights of the members of each class.
181.31(1)(f)
(f) If the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed, or that the manner of such election or appointment shall be provided in the bylaws.
181.31(1)(g)
(g) The mailing address and county of the principal office of the corporation in some city, village or town in this state and the name and address, including street and number, if any, of its initial registered agent.
181.31(1)(h)
(h) The number of directors or manner of fixing the number of directors, or a provision that the number of directors shall be fixed by or in the manner provided in the bylaws, and the name and address of each of the initial directors.
181.31(1)(i)
(i) The name and address, including the street and street number, if any, of each incorporator.
181.31(2)
(2) It shall not be necessary to set forth in the articles of incorporation any of the corporate powers enumerated in this chapter. The articles of incorporation may include any provision, not inconsistent with law, which the incorporators elect to set forth in the articles of incorporation including any provision which under this chapter is required or permitted to be set forth in the bylaws and any provision for distribution of assets on dissolution or final liquidation. Whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.
181.32
181.32
Filing and recording articles of incorporation. 181.32(1)(1) The articles of incorporation shall be filed and recorded as provided in
s. 181.67. Duplicate originals of the articles of incorporation shall be submitted to the department. The department shall file one original and forward the other within 5 days to the register of deeds of the county in which the corporation's principal office is located for recording. On filing an original, the department shall issue a certificate of incorporation.
181.32(2)
(2) Upon issuing a certificate of incorporation, the department shall inform the corporation of the reporting requirements under
s. 440.42 for charitable organizations that solicit contributions.
181.32 Cross-reference
Cross-reference: See s.
14.38 (14) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter's name.
181.33
181.33
Effect of issuance of certificate of incorporation. The certificate of incorporation issued pursuant to
s. 181.32 shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this chapter, except as against this state in a proceeding to cancel or revoke the certificate of incorporation.
181.34
181.34
Organization meetings. 181.34(1)
(1) After articles of incorporation have been filed, an organization meeting of the board of directors named in the articles of incorporation shall be held either within or without this state at the call of a majority of the incorporators, for the adoption of bylaws, for the election of officers, if the articles of incorporation or proposed bylaws provide for election of officers by the board of directors, and for the transaction of such other business as may come before the meeting. The incorporators calling the meeting shall give at least 3 days' notice thereof by mail to each director named, which notice shall state the time and place of the meeting.
181.34(2)
(2) A first meeting of the members may be held at the call of the board of directors, or at the call of a majority of the directors, upon at least 3 days' written notice, for such purposes as shall be stated in the notice of the meeting.
181.34 History
History: 1981 c. 337.
181.35
181.35
Right to amend articles of incorporation. A corporation may amend its articles of incorporation in any and as many respects as may be desired, provided that its articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation if made at the time of making such amendment.
181.35 History
History: 1973 c. 128.
181.36
181.36
Procedure to amend articles of incorporation. 181.36(1)(1) Amendments to the articles of incorporation shall be made in the following manner:
181.36(1)(a)
(a) Where there are members having voting rights, amendments may be made at any special meeting duly called for that purpose or at any annual meeting, provided that a statement of the nature of the proposed amendment is included in the notice of the meeting. An amendment shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.
181.36(1)(b)
(b) Where there are no members, or no members having voting rights, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
181.36(2)
(2) Any number of amendments may be submitted and voted upon at any one meeting.
181.37
181.37
Articles of amendment. The articles of amendment shall be executed by the president or a vice president, and the secretary or an assistant secretary and shall be sealed with the corporate seal, if there be any, and shall set forth:
181.37(1)
(1) The name of the corporation and the county in which its principal office is located.
