181.71
181.71
Voting requirements of articles of incorporation. Whenever, with respect to any action to be taken by the members or directors of a corporation, the articles of incorporation require the vote or concurrence of a greater proportion of the members or directors, as the case may be, than required by this chapter with respect to such action, the provisions of the articles of incorporation shall control.
181.72
181.72
Informal action by members or directors. Any action required by the articles of incorporation or bylaws of any corporation or any provision of law to be taken at a meeting or any action which may be taken at a meeting, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the members, directors or members of a committee thereof entitled to vote with respect to the subject matter thereof. Such consent shall have the same force and effect as a unanimous vote, and may be stated as such in any articles or document filed with the secretary of state under this chapter.
181.73
181.73
Appeal from department of financial institutions. 181.73(1)(1) If the department finds that any document required by this chapter to be filed with the department does not conform to law, the department shall, within 10 days after receipt of the document, give written notice of the decision to the person or corporation, domestic or foreign, delivering the document, specifying the reasons therefor. The decision shall be subject to such judicial proceedings as are provided by law, or such person or corporation, within 60 days after receipt of the notice of decision, may commence an action against the department in the circuit court of Dane county by filing a summons and a complaint to set aside such finding. The proceedings shall be had as in other actions and the person or corporation shall receive a new trial on all issues relating to the department's decision. The trial shall be conducted by the court without a jury, and the court shall either sustain the action of the department or direct the department to take such action as the court deems proper.
181.73(2)
(2) Appeals from orders or judgments of the circuit court of Dane county under this section shall be taken in the manner provided by law for appeals from the circuit court in other civil cases.
181.73 History
History: Sup. Ct. Order, 67 W (2d) 585, 755 (1975);
1975 c. 218;
1979 c. 110;
1995 a. 27.
181.74
181.74
Forms to be furnished by department of financial institutions. 181.74(1)(1) All reports required by this chapter to be filed with the department shall be made on forms prescribed and furnished by the department.
181.74(2)
(2) The department may provide such forms for other documents to be filed with the department under this chapter that the department considers necessary for such purpose but the use thereof, unless otherwise specifically prescribed in this chapter, shall not be mandatory.
181.75
181.75
Application of chapter to rights existing before enactment. Application of the provisions of this chapter to corporations existing before its enactment shall not affect the property rights of members in such corporations which were accrued or established at the time of such enactment, nor shall it affect any liability enforceable at such time, nor shall it affect the validity or enforceability of any contracts existing before such enactment and not involving the property rights of members as such.
181.76
181.76
Applicability of chapter. 181.76(1)
(1) The provisions of this chapter relating to domestic corporations shall apply to all corporations organized hereunder and all corporations without stock organized under corresponding prior general corporation laws.
181.76(3)
(3) A domestic corporation without stock not organized as provided in
sub. (1) shall not be subject to this chapter but may at any time elect to become subject to this chapter by filing and recording restated articles of incorporation in accordance with the provisions of this chapter. The restated articles shall state that the corporation elects to become subject to this chapter and shall designate a registered agent for the corporation. The election to become subject to this chapter shall be effective upon the filing and recording of the restated articles of incorporation.
181.76(4)
(4) A domestic corporation without stock which is not subject to this chapter and which does not elect to become subject to it, may conduct and administer its business and affairs under the provisions of this chapter to the extent that the provisions of this chapter are not inconsistent with the articles or form of organization of such corporation or with any provisions elsewhere in the statutes or under any law relating to such corporation.
181.76(5)
(5) An industrial development agency, which is a public nonprofit corporation without stock created under the industrial development law, shall, to the extent not inconsistent with such law, conduct and administer its business and affairs in accordance with this chapter.
181.76 History
History: 1981 c. 390 s.
252.
181.77
181.77
Private foundations. 181.77(1)(1) No corporation which is a private foundation, as defined in section
509 (a) of the internal revenue code, shall do any of the following:
181.77(1)(a)
(a) Engage in any act of self-dealing as defined in section
4941 (d) of the internal revenue code, which would give rise to any liability for the tax imposed by section
4941 (a) of the internal revenue code.
181.77(1)(b)
(b) Retain any excess business holdings as defined in section
4943 (c) of the internal revenue code, which would give rise to any liability for the tax imposed by section
4943 (a) of the internal revenue code.
181.77(1)(c)
(c) Make any investment which would jeopardize the carrying out of any of its exempt purposes, within the meaning of section
4944 of the internal revenue code, so as to give rise to any liability for the tax imposed by section
4944 (a) of the internal revenue code.
181.77(1)(d)
(d) Make any taxable expenditures as defined in section
4945 (d) of the internal revenue code, which would give rise to any liability for the tax imposed by section
4945 (a) of the internal revenue code.
181.77(2)
(2) Each corporation which is a private foundation as defined in section
509 of the internal revenue code shall distribute, for the purposes specified in its articles of organization, for each taxable year, amounts at least sufficient to avoid liability for the tax imposed by section
4942 (a) of the internal revenue code.
181.77(3)
(3) Subsections (1) and
(2) shall not apply to any corporation to the extent that a court of competent jurisdiction shall determine that such application would be contrary to the terms of the articles of organization or other instrument governing such corporation or governing the administration of charitable funds held by it and that the same may not properly be changed to conform to such subsections.
181.77(4)
(4) Nothing in this section shall impair the rights and powers of the courts or the attorney general of this state with respect to any corporation.
181.77 History
History: 1971 c. 66;
1991 a. 39.
181.78
181.78
Offer and sale of securities. No domestic nonstock corporation organized under this chapter and no foreign nonstock corporation shall offer or sell any of its securities in this state, unless the securities are registered under
ch. 551 or unless the securities or the offer or sale thereof are exempted from registration under
ch. 551.
181.78 History
History: 1971 c. 84; Stats. 1971 s. 181.77;
1971 c. 211; Stats. 1971 s. 181.78.
181.79
181.79
Public purpose corporations. 181.79(1)
(1)
Definition. In this section, "public purpose corporation" means any corporation organized under this chapter to provide for a guaranteed student loan program.
181.79(2)(a)(a)
Appointment. The board of directors of every public purpose corporation shall consist of 7 members appointed as follows:
181.79(2)(a)1.
1. Five members shall be public members, nominated by the governor, and with the advice and consent of the senate appointed, for staggered 4-year terms.
181.79(2)(a)2.
2. One member shall be a senator and one member shall be a representative to the assembly, appointed as are the members of standing committees in their respective houses.
181.79(2)(b)
(b)
Removals and vacancies. Notwithstanding
ss. 181.20 (4) and
181.21, the removal of a director from office and filling of a vacancy occurring in the board of directors shall be governed by
ss. 17.07 and
17.20.
181.79(3)
(3) Chief administrative officer. The chief administrative officer of every public purpose corporation shall be nominated by the governor, and with the advice and consent of the senate appointed, for a 2-year term.
181.79(4)
(4) Compensation. Directors of public purpose corporations shall receive no compensation for services but shall be reimbursed for necessary expenses, including travel expenses, incurred in the discharge of duties, such reimbursement in the case of a legislator member of the board of directors to be paid by the legislature. The annual compensation of any employe of a public purpose corporation, including the chief administrative officer of the corporation, may not exceed the maximum of a salary range recommended by the secretary of employment relations and approved by the joint committee on employment relations in accordance with the procedure prescribed under
s. 20.923 (4).
181.79(5)
(5) Purchasing. Every public purpose corporation shall adhere to specifications prepared under
s. 16.72 (2), if applicable to the product or service to be purchased.
181.79(6)
(6) Code of ethics. Every public purpose corporation shall, with the advice of the ethics board, adopt and enforce ethics guidelines applicable to its directors, employes and paid consultants which are similar to
subch. III of ch. 19, except that the corporation may not require its paid consultants to file financial disclosure statements.
181.79(7)
(7) Travel schedule amounts. Directors and employes of every public purpose corporation are subject to uniform travel schedule amounts approved under
s. 20.916 (8).
181.79(8)
(8) Audit. Notwithstanding
s. 13.94 (4) (b), public purpose corporations are subject to full audit of all of their records and operations under
s. 13.94.
181.79(9)
(9) Applicability of chapter. The provisions of this chapter apply to public purpose corporations except as otherwise provided in this section.
181.79 History
History: 1985 a. 29.
181.79 AnnotationThis section does not violate Art. IV, secs. 31 and 32, Wis. Const.
74 Atty. Gen. 169.
