180.0640(6)
(6) A corporation's indebtedness to a shareholder incurred because of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. This subsection does not affect the validity or priority of a security interest in corporation property created to secure indebtedness incurred because of a distribution.
180.0640(7)
(7) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under
sub. (3) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date on which the payment is actually made.
180.0640 History
History: 1989 a. 303;
1995 a. 400.
SHAREHOLDERS
180.0701(1)(1) Except as provided in
sub. (4), a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
180.0701(2)
(2) A corporation may hold the annual shareholders' meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office.
180.0701(3)
(3) Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.
180.0701(4)
(4) If so provided in the articles of incorporation or bylaws of an investment company, the investment company is not required to hold an annual meeting of shareholders in any year in which none of the following matters is required to be acted on by the shareholders under
15 USC 80a-1 to
80a-64:
180.0701(4)(c)
(c) Ratification of the selection of independent public accountants.
180.0701 History
History: 1989 a. 303;
1995 a. 271.
180.0702(1)(1) A corporation shall hold a special meeting of shareholders if any of the following occurs:
180.0702(1)(a)
(a) A special meeting is called by the board of directors or any person authorized by the articles of incorporation or bylaws to call a special meeting.
180.0702(1)(b)
(b) The holders of at least 10% of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing one or more purposes for which it is to be held.
180.0702(2)
(2) If not otherwise fixed under
s. 180.0703 (2) (b) or
180.0707, the record date for determining shareholders entitled to demand a special meeting is the date that the first shareholder signs the demand.
180.0702(3)
(3) A corporation may hold a special shareholders' meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the corporation shall hold a special meeting at its principal office.
180.0702(4)
(4) Only business within the purpose described in the meeting notice required by
s. 180.0705 (2) (b) may be conducted at a special shareholders' meeting.
180.0702 History
History: 1989 a. 303.
180.0703
180.0703
Court-ordered meeting. 180.0703(1)
(1) The circuit court for the county where a corporation's principal office or, if none in this state, its registered office is located may, after notice to the corporation and an opportunity to be heard, order a meeting to be held on petition of a shareholder of the corporation who satisfies any of the following:
180.0703(1)(a)
(a) Is entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of 6 months after the end of the corporation's fiscal year or 15 months after its last annual meeting and the corporation is required to hold an annual meeting under
s. 180.0701 (1).
180.0703(1)(b)
(b) Signed a demand for a special meeting valid under
s. 180.0702, if the corporation failed to do any of the following:
180.0703(1)(b)1.
1. Give notice of the special meeting within 30 days after the date that the demand was delivered to the corporation.
180.0703(2)
(2) The court may fix the time and place of the meeting and require that it be called and conducted in accordance with the corporation's articles of incorporation and bylaws in so far as possible, except that the court may do all of the following:
180.0703(2)(a)
(a) Fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters.
180.0703(2)(b)
(b) Enter other orders necessary to accomplish the purpose of the meeting.
180.0703 History
History: 1989 a. 303.
180.0704
180.0704
Action without meeting. 180.0704(1)
(1) Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting in any of the following ways:
180.0704(1)(a)
(a) Without action by the board of directors, by all shareholders entitled to vote on the action.
180.0704(1)(b)
(b) If the articles of incorporation so provide, by shareholders who would be entitled to vote at a meeting those shares with voting power to cast not less than the minimum number or, in the case of voting by voting groups, numbers of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted, except action may not be taken under this paragraph with respect to an election of directors for which shareholders may vote cumulatively under
s. 180.0728.
180.0704(2)
(2) Action under
sub. (1) must be evidenced by one or more written consents describing the action taken, signed by the number of shareholders necessary to take the action under
sub. (1) (a) or
(b) and delivered to the corporation for inclusion in the corporate records.
180.0704(3)
(3) Action taken under
sub. (1) is effective when consents representing the required number of shares are delivered to the corporation, unless the consent specifies a different effective date. Within 10 days after action taken under
sub. (1) (b) is effective, the corporation shall give notice of the action to shareholders who, on the record date determined under
sub. (4), were entitled to vote on the action but whose shares were not represented on the written consent. The notice shall comply with
s. 180.0141.
180.0704(4)
(4) If not otherwise fixed under
s. 180.0703 (2) (b) or
180.0707, the record date for determining shareholders entitled to take action without a meeting is the date that the first shareholder signs the consent under
sub. (1).
180.0704(5)
(5) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.
180.0704(6)
(6) If this chapter requires that notice of proposed action be given to shareholders who are not entitled to vote on the action and the action is to be taken under this section, the corporation shall give those nonvoting shareholders written notice of the proposed action at least 10 days before the action becomes effective. The notice shall comply with
s. 180.0141 and shall contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.
180.0704 History
History: 1989 a. 303.
180.0705(1)(1) A corporation shall notify shareholders of the date, time and place of each annual and special shareholders' meeting not less than 10 days nor more than 60 days before the meeting date, unless a different time is provided by this chapter, the articles of incorporation or the bylaws. The notice shall comply with
s. 180.0141. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
180.0705(2)(a)(a) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose for which the meeting is called.
180.0705(2)(b)
(b) Notice of a special meeting shall include a description of each purpose for which the meeting is called.
180.0705(3)
(3) If not otherwise fixed under
s. 180.0703 (2) (b) or
180.0707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the close of business on the day before the first notice is given to shareholders.
180.0705(4)(a)(a) Unless the bylaws require otherwise and except as provided in
par. (b), if an annual or special shareholders' meeting is adjourned to a different date, time or place, the corporation is not required to give notice of the new date, time or place if the new date, time or place is announced at the meeting before adjournment.
180.0705(4)(b)
(b) If a new record date for an adjourned meeting is or must be fixed under
s. 180.0707 (3), the corporation shall give notice of the adjourned meeting under this section to persons who are shareholders as of the new record date.
180.0705 History
History: 1989 a. 303.
180.0706(1)(1) A shareholder may waive any notice required by this chapter, the articles of incorporation or the bylaws at any time. The waiver shall be in writing and signed by the shareholder entitled to the notice, contain the same information that would have been required in the notice under any applicable provisions of this chapter, except that the time and place of meeting need not be stated, and be delivered to the corporation for inclusion in the corporate records.
180.0706(2)
(2) A shareholder's attendance at a meeting, in person or by proxy, waives objection to all of the following:
180.0706(2)(a)
(a) Lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting or promptly upon arrival objects to holding the meeting or transacting business at the meeting.
180.0706(2)(b)
(b) Consideration of a particular matter at the meeting that is not within the purpose described in the meeting notice, unless the shareholder objects to considering the matter when it is presented.
180.0706 History
History: 1989 a. 303;
1995 a. 400.
180.0707(1)(1) The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders' meeting, to demand a special meeting, to vote or to take any other action. If the bylaws do not fix or provide for fixing a record date, the board of directors may fix a future date as the record date.
180.0707(2)
(2) A record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of shareholders.
180.0707(3)(a)(a) Except as provided in
par. (b), a determination of shareholders entitled to notice of or to vote at a shareholders' meeting is effective for any adjournment of the meeting unless the board of directors fixes a new record date, which it shall do if the meeting is adjourned to a date more than 120 days after the date fixed for the original meeting.
180.0707(3)(b)
(b) If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date continues in effect or it may fix a new record date.
180.0707 History
History: 1989 a. 303.
180.0720
180.0720
Shareholders' list for meeting. 180.0720(1)
(1) After fixing a record date for a meeting, a corporation shall prepare a list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. The list shall be arranged by class or series of shares and show the address of and number of shares held by each shareholder.
180.0720(2)
(2) The corporation shall make the shareholders' list available for inspection by any shareholder, beginning 2 business days after notice of the meeting is given for which the list was prepared and continuing to the date of the meeting, at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held. A shareholder or his or her agent or attorney may, on written demand, inspect and, subject to
s. 180.1602 (2) (b) 3. to
5., copy the list, during regular business hours and at his or her expense, during the period that it is available for inspection under this subsection.
180.0720(3)
(3) The corporation shall make the shareholders' list available at the meeting, and any shareholder or his or her agent or attorney may inspect the list at any time during the meeting or any adjournment.
180.0720(4)
(4) If the corporation refuses to allow a shareholder or his or her agent or attorney to inspect the shareholders' list before or at the meeting, or to copy the list as permitted by
sub. (2), on petition of the shareholder, the circuit court for the county where the corporation's principal office or, if none in this state, its registered office is located may, after notice to the corporation and an opportunity to be heard, order the inspection or copying at the corporation's expense. The court may also postpone the meeting for which the list was prepared until the inspection or copying is complete.
180.0720(5)
(5) Refusal or failure to prepare or make available the shareholders' list does not affect the validity of action taken at the meeting.
180.0720 History
History: 1989 a. 303.
180.0721
180.0721
Voting entitlement of shares. 180.0721(1)
(1) Except as provided in
subs. (2) and
(4) and
s. 180.1150, or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, is entitled to one vote on each matter voted on at a shareholders' meeting. Only shares are entitled to vote.
180.0721(2)
(2) The shares of a domestic corporation are not entitled to vote if they are owned, directly or indirectly, by a 2nd domestic corporation or foreign corporation and the first domestic corporation owns, directly or indirectly, a sufficient number of shares entitled to elect a majority of the directors of the 2nd domestic corporation or foreign corporation.
180.0721(3)
(3) Subsection (2) does not limit the power of a domestic corporation or foreign corporation to vote any shares, including its shares, held by it in a fiduciary capacity.
180.0721(4)
(4) Redeemable shares are not entitled to vote after written notice of redemption that complies with
s. 180.0141 is mailed to the holders and a sum sufficient to redeem the shares has been deposited with a bank, trust company or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.
180.0721 History
History: 1989 a. 303;
1991 a. 16.
180.0722(1)(1) A shareholder may vote his or her shares in person or by proxy.
180.0722(2)(a)(a) A shareholder entitled to vote at a meeting of shareholders, or to express consent or dissent in writing to any corporate action without a meeting of shareholders, may authorize another person to act for the shareholder by appointing the person as proxy. An appointment of a proxy may be in durable form as provided in
s. 243.07.
180.0722(2)(b)
(b) Without limiting the manner in which a shareholder may appoint a proxy under
par. (a), a shareholder or the shareholder's authorized officer, director, employee, agent or attorney-in-fact may use any of the following as a valid means to make such an appointment:
180.0722(2)(b)1.
1. Appointment of a proxy in writing by signing or causing the shareholder's signature to be affixed to an appointment form by any reasonable means, including, but not limited to, by facsimile signature.
180.0722(2)(b)2.
2. Appointment of a proxy by transmitting or authorizing the transmission of an electronic transmission of the appointment to the person who will be appointed as proxy or to a proxy solicitation firm, proxy support service organization or like agent authorized to receive the transmission by the person who will be appointed as proxy. Every electronic transmission shall contain, or be accompanied by, information that can be used to reasonably determine that the shareholder transmitted or authorized the transmission of the electronic transmission. Any person charged with determining whether a shareholder transmitted or authorized the transmission of the electronic transmission shall specify the information upon which the determination is made.
180.0722(2)(c)
(c) Any copy, facsimile telecommunication or other reliable reproduction of the information in the appointment form under
par. (b) 1. or the electronic transmission under
par. (b) 2. may be substituted or used in lieu of the original appointment form or electronic transmission for any purpose for which the original appointment form or electronic transmission could be used, but only if the copy, facsimile telecommunication or other reliable reproduction is a complete reproduction of the information in the original appointment form or electronic transmission.
180.0722(3)
(3) An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the corporation authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment.
