180.0640(3)(a)
(a) The corporation would not be able to pay its debts as they become due in the usual course of business.
180.0640(3)(b)
(b) The corporation's total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.
180.0640(4)
(4) The board of directors may base a determination that
sub. (3) does not prohibit a distribution on financial statements and other financial data prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.
180.0640(5)
(5) Except as provided in
sub. (7), the effect of a distribution for purposes of
sub. (3) is measured as of the following dates:
180.0640(5)(a)
(a) In the case of distribution by purchase, redemption or other acquisition of the corporation's shares, as of the earlier of the following:
180.0640(5)(a)1.
1. The date on which money or other property is transferred or debt is incurred by the corporation.
180.0640(5)(a)2.
2. The date on which the shareholder ceases to be a shareholder with respect to the acquired shares.
180.0640(5)(b)
(b) In the case of any other distribution of indebtedness, as of the date on which the indebtedness is distributed.
180.0640(5)(c)1.
1. The date on which the distribution is authorized if the payment occurs within 120 days after the date of authorization.
180.0640(5)(c)2.
2. The date on which the payment is made if payment occurs more than 120 days after the date of authorization.
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 certified public accountants licensed or certified under
ch. 442.
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
180.0706
Waiver of and exemption from notice. 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(3)(a)(a) Except as provided in
par. (b), any notice required to be given by a corporation to a shareholder under this chapter is not required to be given if any of the following applies:
180.0706(3)(a)1.
1. Notice of 2 consecutive annual meetings, and all notices of meetings during the period between these annual meetings, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned as undeliverable.
180.0706(3)(a)2.
2. All, but not less than 2, payments of dividends on securities during a one-year period, or 2 consecutive payments of dividends on securities during a period of more than one year, have been sent to the shareholder at the shareholder's address as shown on the records of the corporation and have been returned as undeliverable.
180.0706(3)(b)
(b) If a shareholder to whom
par. (a) applies delivers to the corporation a written notice containing the shareholder's current address, then, beginning 30 days after receipt of the notice by the corporation, the requirement that notice be given to the shareholder is reinstated, until such time as
par. (a) may again apply.
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.
180.0708
180.0708
Conduct of meeting. Unless the articles of incorporation or bylaws provide otherwise, every meeting of the shareholders shall be conducted as follows:
180.0708(1)
(1) A chairperson shall preside over the meeting. The chairperson shall be appointed by the board of directors.
180.0708(2)
(2) The chairperson shall determine the order of business and the time of adjournment and may establish rules for the conduct of the meeting which the chairperson believes are fair to the interests of all shareholders.
180.0708(3)
(3) The chairperson shall determine and announce at the meeting the time at which the polls will close for each matter voted upon at the meeting. The polls close at the announced time, except that, if no such announcement is made, the polls close upon final adjournment of the meeting. After the polls close, no ballots, proxies, or votes or revocations or changes to ballots, proxies, or votes may be accepted.
180.0708 History
History: 2005 a. 476.
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.
