181.0207(1)(1)
Definition. In this section, "emergency" means a catastrophic event that prevents a quorum of the corporation's directors or members from being readily assembled.
181.0207(2)
(2) Adoption of emergency bylaws. Unless the articles of incorporation provide otherwise, the board of a corporation may adopt bylaws that are effective only in an emergency. Emergency bylaws are subject to amendment or repeal by the board or by the members, if any. Emergency bylaws may provide special procedures necessary for managing the corporation during the emergency, including any of the following:
181.0207(3)
(3) Effectiveness. Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.
181.0207(4)
(4) Action taken under emergency bylaws. Notwithstanding
ss. 181.0831 and
181.0833, corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, member, employee or agent.
181.0207 History
History: 1997 a. 79.
PURPOSES AND POWERS
181.0301(1)(1)
Permitted purposes. A corporation incorporated under this chapter has the purpose of engaging in any lawful activity unless a more limited purpose is set forth in the articles of incorporation.
181.0301(2)
(2) Effect of other regulation. A corporation engaging in an activity that is subject to regulation under another statute of this state may incorporate under this chapter only if incorporation under this chapter is not prohibited by the other statute. The corporation shall be subject to all limitations of the other statute.
181.0301 History
History: 1997 a. 79.
181.0302
181.0302
General powers. Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including the power to do all of the following:
181.0302(1)
(1) Legal actions. Sue and be sued, complain and defend in its corporate name.
181.0302(2)
(2) Corporate seal. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.
181.0302(3)
(3) Bylaws. Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation.
181.0302(4)
(4) Property acquisition. Purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, property or any legal or equitable interest in property, wherever located.
181.0302(5)
(5) Disposition of property. Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property.
181.0302(6)
(6) Interests in other entities. Purchase, receive, subscribe for or otherwise acquire, and own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any other entity.
181.0302(7)
(7) Contracts and liabilities. Make contracts and guarantees; incur liabilities; borrow money; issue notes, bonds and other obligations; and secure any of its obligations by mortgage or pledge of any of its property, franchises or income.
181.0302(8)
(8) Loans. Lend money, invest and reinvest its funds and receive and hold property as security for repayment, except as limited by
s. 181.0832.
181.0302(9)
(9) Participation in other entities. Be a promoter, partner, member, associate or manager of any entity.
181.0302(10)
(10) Exercise of powers. Conduct its activities, locate offices and exercise the powers granted by this chapter in or outside this state.
181.0302(11)
(11) Directors, officers, employees and agents. Elect or appoint directors, officers, employees and agents of the corporation, define their duties and fix their compensation.
181.0302(12)
(12) Pension and incentive plans. Pay pensions and establish pension plans, pension trusts and other benefit and incentive plans for any of its current or former directors, officers, employees and agents of the corporation, its subsidiaries or its affiliates.
181.0302(13)
(13) Benefit plans. Provide benefits or payments to directors, officers and employees of the corporation, its subsidiaries or its affiliates, and to their estates, families, dependents or beneficiaries, in recognition of the past services of the directors, officers and employees to the corporation, its subsidiaries or its affiliates.
181.0302(14)
(14) Compensation. Establish reasonable compensation for all directors for services to the corporation as directors, officers or otherwise. 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, may establish reasonable compensation for all directors for such services or delegate this authority to an appropriate committee.
181.0302(15)
(15) Donations. Make donations and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic or religious purposes.
181.0302(16)
(16) Dues. Impose dues, assessments, admission and transfer fees upon its members.
181.0302(17)
(17) Admission of members. Establish conditions for admission of members, admit members and issue memberships.
181.0302(19)
(19) Other. Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
181.0302 History
History: 1997 a. 79.
181.0303(2)
(2) Powers. In anticipation of or during an emergency, the board or members of a corporation may do all of the following:
181.0303(2)(a)
(a) Modify lines of succession to accommodate the incapacity of a director, officer, employee or agent.
181.0303(2)(b)
(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.
181.0303(3)
(3) Meetings. Unless emergency bylaws adopted under
s. 181.0207 provide otherwise, all of the following apply to a meeting of the board during an emergency:
181.0303(3)(a)
(a) The corporation need give notice of a meeting of the board only to those directors whom it is practicable to reach and the corporation may give notice in any practicable manner, including by publication and radio.
181.0303(3)(b)
(b) One or more officers of the corporation present at a meeting of the board may be considered to be a director for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.
181.0303(4)
(4) Action taken during emergency. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, member, employee or agent.
181.0303 History
History: 1997 a. 79.
181.0304
181.0304
Effect of unauthorized corporate acts. No act of a corporation and no conveyance or transfer of real or personal property to or by a corporation shall be invalid by reason of the fact that the corporation was without capacity or power to do such act or to make or receive such conveyance or transfer, except that lack of capacity or power may be asserted in all of the following cases:
181.0304(1)
(1) Proceedings by members or directors. A proceeding by a member or director against the corporation to enjoin the doing of any act or the transfer of real or personal property by or to the corporation. If the unauthorized acts or transfer sought to be enjoined is being, or is to be, performed or made pursuant to any contract to which the corporation is a party, the court may, if all of the parties to the contract are parties to the proceeding, and if the court considers the same to be equitable, set aside and enjoin the performance of the contract. The court may allow to the corporation or to the other parties to the contract, as the case may be, compensation for the loss or damage sustained by either of them as a result of the action of the court in setting aside and enjoining the performance of the contract. Anticipated profits to be derived from the performance of the contract may not be awarded by the court as a loss or damage sustained.
181.0304(2)
(2) Proceedings by the corporation. A proceeding by the corporation, whether acting directly or through a receiver, trustee or other legal representative, or through members in a representative suit, against the incumbent or former officers or directors of the corporation.
181.0304(3)
(3) Proceedings by the attorney general. A proceeding by the attorney general, as provided in this chapter, to dissolve the corporation, or a proceeding by the attorney general to enjoin the corporation from performing unauthorized acts.
181.0304 History
History: 1997 a. 79.
181.0320(1)
(1)
Prohibited acts. A private foundation, as defined in section
509 (a) of the Internal Revenue Code, may not do any of the following:
181.0320(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.
181.0320(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.
181.0320(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.
181.0320(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.
181.0320(2)
(2) Required distributions. Each corporation that 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.
181.0320(3)
(3) Exceptions. Subsections (1) and
(2) do 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.
181.0320(4)
(4) Powers of courts and attorney general. This section does not impair the rights and powers of the courts or the attorney general of this state with respect to any corporation.
181.0320 History
History: 1997 a. 79.
181.0330
181.0330
Offer and sale of securities. A corporation or a foreign corporation may not 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 of the securities is exempt from registration under
ch. 551.
181.0330 History
History: 1997 a. 79.
NAME
181.0401(1)(a)1.
1. Shall contain the word "corporation", "incorporated", "company" or "limited" or the abbreviation "corp.", "inc.", "co." or "ltd." or words or abbreviations of like import in another language, except as provided in
par. (b).
181.0401(1)(a)2.
2. May not contain language stating or implying that the corporation is organized for a purpose other than that permitted by
s. 181.0301 and its articles of incorporation.
181.0401(1)(b)
(b) A corporation in existence on January 1, 1999, need not change its name to comply with
par. (a) 1.
181.0401(2)(a)(a) Except as provided in
subs. (3) and
(4), the corporate name of a domestic corporation must be distinguishable upon the records of the department from all of the following names:
181.0401(2)(a)1.
1. The corporate name of a domestic corporation or a foreign corporation authorized to transact business in this state.
181.0401(2)(a)2.
2. The corporate name of a stock corporation or a foreign stock corporation authorized to transact business in this state.
181.0401(2)(a)5.
5. The fictitious name adopted by a foreign corporation or a foreign stock corporation authorized to transact business in this state.
181.0401(2)(a)6.
6. The name of a limited partnership formed under the laws of, or registered in, this state.
181.0401(2)(a)7.
7. The name of a cooperative association or an unincorporated cooperative association incorporated or authorized to transact business in this state.
181.0401(2)(a)8.
8. The name of a limited liability company organized under the laws of, or registered in, this state.
181.0401(2)(a)9.
9. The name of a limited liability partnership formed under the laws of, or registered in, this state.
181.0401(2)(b)
(b) The corporate name of a corporation is not distinguishable from a name referred to in
par. (a) 1. to
9. if the only difference between it and the other name is the inclusion or absence of a word or words referred to in
sub. (1) (a) 1. or of the words "limited partnership", "limited liability partnership", "cooperative" or "limited liability company" or an abbreviation of these words.
181.0401(3)
(3) Application to use nondistinguishable name. A corporation may apply to the department for authorization to use a name that is not distinguishable upon the records of the department from one or more of the names described in
sub. (2). The department shall authorize use of the name applied for if any of the following occurs:
181.0401(3)(a)
(a) The other corporation or the foreign corporation, limited liability company, stock corporation, limited partnership, limited liability partnership, cooperative association, or unincorporated cooperative association consents to the use in writing and submits an undertaking in a form satisfactory to the department to change its name to a name that is distinguishable upon the records of the department from the name of the applicant.
181.0401(3)(b)
(b) The applicant delivers to the department a certified copy of a final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
181.0401(4)
(4) Corporate reorganizations. A corporation may use the name, including the fictitious name, that is used in this state by another domestic or foreign corporation or stock corporation authorized to transact business in this state if the corporation proposing to use the name has done any of the following:
181.0401(4)(a)
(a) Merged with the other domestic or foreign corporation or stock corporation.
181.0401(4)(b)
(b) Been formed by reorganization of the other domestic or foreign corporation or stock corporation.
