181.0810(3)(3) Corporation as defendant. If members commence a proceeding under sub. (1), the corporation shall be made a party defendant.

181.0811(1)(1) Filling of vacancies. Unless otherwise provided in the articles of incorporation or bylaws, any vacancy occurring on the board, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding annual election by the affirmative vote of a majority of the directors then in office, although less than a quorum. In the event that the board ceases to exist, and there are no members having voting rights, the members without voting rights have the power to elect a new board.

181.0811(2)(2) Appointed directors. Unless the articles of incorporation or bylaws provide otherwise, if a vacant office was held by an appointed director, only the person who appointed the director may fill the vacancy.

181.0811(3)(3) Designated directors. If a vacant office was held by a designated director, the vacancy shall be filled as provided in the articles of incorporation or bylaws. In the absence of an applicable article of incorporation or bylaw provision, the vacancy may not be filled by the board.

181.0811(4)(4) When vacancy filled. A vacancy that will occur at a specific later date, because of a resignation effective at a later date under s. 181.0807 (2) or otherwise, may be filled before the vacancy occurs but the new director may not take office until the vacancy occurs.

181.0820(1)(1) In general. If the time and place of a board meeting is fixed by the bylaws or the board, the meeting is a regular meeting. All other meetings are special meetings.

181.0820(2)(2) Location. A board may hold regular or special meetings in or outside of this state.

181.0820(3)(3) Methods of conducting meeting.

181.0820(3)(a)(a) Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:

181.0820(3)(a)1.1. All participating directors may simultaneously hear or read each other’s communications during the meeting.

181.0820(3)(a)2.2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

181.0820(3)(b)(b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is considered to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.

181.0821(1m)(1m) Definitions. In this section:

181.0821(1m)(a)(a) “In writing” or “written” includes a communication that is transmitted or received by electronic means.

181.0821(1r)(1r) Method. An action required or permitted to be taken at a board meeting may be taken without a meeting if a consent in writing setting forth the action is signed by all of the directors then in office. If the articles of incorporation or bylaws so provide, an action required or permitted to be taken at a board meeting may be taken by written action signed by two-thirds of the directors then in office.

181.0821(2)(2) Effectiveness. A consent under this section has the same force and effect as a vote of the board of directors taken at a meeting and may be described as such in any articles or document filed with the department under this chapter. The written action is effective when signed by the required number of directors, unless a different effective date and time are specified in the written consent. If written notice is required under sub. (3), the written action shall be effective on the date specified in the written consent or on the 10th day after the date on which written notice under sub. (3) is given, whichever is later.

181.0821(3)(3) Notice; liability. If written action is permitted to be taken by less than all directors, all directors must be noticed immediately of the text of the written consent and of its effective date and time. Failure to provide notice under this section does not invalidate the action taken by written consent under this section. A director who does not sign or consent to the action taken by written consent is not liable for the action.

181.0821(4)(4) Consent effective at future time. Any person, whether or not then a director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and such consent shall be considered to have been given for purposes of this section at such effective time so long as the person is then a director and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective.

181.0822(1)(1) Regular meetings. Unless the articles of incorporation, bylaws or sub. (3) provides otherwise, regular meetings of the board may be held without notice.

181.0822(2)(2) Special meetings. Unless the articles of incorporation, bylaws or sub. (3) provides otherwise, special meetings of the board must be preceded by at least 2 days’ notice to each director of the date, time and place, but not the purpose, of the meeting.