AB765,65,13 (2) Limited liability. 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:

AB765,65,16 (a) A violation of criminal law, unless the volunteer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.

AB765,65,17 (b) Wilful misconduct.

AB765,65,19 (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.

AB765,65,21 (d) An act or omission for which the volunteer received compensation or any thing of substantial value instead of compensation.

AB765,66,2 (e) Negligence in the practice of a profession, trade or occupation that requires a credential, as defined in s. 440.01 (2) (a), or other license, registration, certification, permit or approval, if the volunteer did not have the required credential, license, registration, certificate, permit or approval at the time of the negligent act or omission.

AB765,66,4 (3) Applicability. (a) Except as provided in par. (b), this section does not apply to any of the following:

AB765,66,6 1. A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.

AB765,66,9 2. A proceeding brought by any person for a violation of state or federal law if the proceeding is brought under an express private right of action created by state or federal statute.

AB765,66,12 3. Claims arising from the negligent operation by a volunteer of an automobile, truck, train, airplane or other vehicle for which an operator's permit, license or insurance is required.

AB765,66,14 (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.

AB765,66,16 Subchapter VII Member meetings and voting

AB765,66,19 181.0701 Annual and regular meetings. (1) Annual meetings. A corporation with members shall hold annual meetings of members at a time stated in or fixed in accordance with the bylaws.

AB765,66,21 (2) Membership meetings. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.

AB765,66,25 (3) Place of meetings. Annual and regular membership meetings may be held in or outside of 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 annual and regular meetings at the corporation's principal office.

AB765,67,4 (4) Matters considered at annual meetings. At the annual meeting, an officer shall report on the activities and financial condition of the corporation and the members shall consider and act upon such other matters as may be raised consistent with the requirements of s. 181.0705.

AB765,67,7 (5) Matters considered at regular meetings. At regular meetings the members shall consider and act upon such matters as may be raised consistent with the requirements of s. 181.0705.

AB765,67,10 (6) Failure to hold meeting. The failure to hold an annual or regular meeting at a time stated in or fixed in accordance with a corporation's bylaws does not affect the validity of any corporate action.

AB765,67,12 181.0702 Special meeting. (1) When held. A corporation with members shall hold a special meeting of members if any of the following occurs:

AB765,67,14 (a) A special meeting is called by the board or any person authorized by the articles of incorporation or bylaws to call a special meeting.

AB765,67,18 (b) Members holding at least 5% of the voting power of a corporation, or such other percentage specified in the articles of incorporation or bylaws, sign, date and deliver to any corporate officer one or more written demands for the meeting describing one or more purposes for which it is to be held.

AB765,67,21 (2) Record date. The close of business on the 30th day before delivery of the demand for a special meeting to any corporate officer is the record date for determining if the percentage requirement of sub. (1) (b) has been met.

AB765,68,2 (3) If notice not given. Notwithstanding sub. (4), if a notice for a special meeting demanded under sub. (1) (b) is not given under s. 181.0705 within 30 days after the date on which the written demand is delivered to a corporate officer, a person signing the demand may set the time, and, subject to sub. (4), the place, of the meeting. The person signing the demand shall give notice under s. 181.0705.

AB765,68,6 (4) Place of meeting. A corporation may hold a special meeting of members in or outside of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, a corporation shall hold a special meeting at the corporation's principal office.

AB765,68,9 (5) Scope of meeting. Only those matters that are within the purpose described in the meeting notice required by s. 181.0705 may be conducted at a special meeting of members.

AB765,68,21 181.0704 Action by written consent. (1) When permitted. Unless limited or otherwise provided in the articles of incorporation or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least 80% of the voting power, or a different percentage, not less than 50%, specified in the articles of incorporation or bylaws. The action must be evidenced by one or more written consents describing the action taken, signed by the required number of members, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. All signatures on the written consent shall be dated and, in determining whether the required number of members have signed the consent, only those signatures dated after the date of the most recent meeting of the members may be counted.

AB765,68,24 (2) Record date. If not otherwise determined under s. 181.0160 or 181.0707, the record date for determining members entitled to take action without a meeting is the date on which the first member signs the consent under sub. (1).

AB765,69,3 (3) Effect of consent. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the department.

AB765,69,7 (4) Notice requirements. Written notice of member approval under this section shall be given to all members who have not signed the written consent. If written notice is required, member approval under this section shall be effective 10 days after such written notice is given.