180.0722(4)(4)
180.0722(4)(a)(a) An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include, but are not limited to, the appointment of any of the following:
180.0722(4)(a)1.1. A pledgee.
180.0722(4)(a)2.2. A person who purchased or agreed to purchase the shares.
180.0722(4)(a)3.3. A creditor of the corporation who extended it credit under terms requiring the appointment.
180.0722(4)(a)4.4. An employee or officer of the corporation whose employment contract requires the appointment.
180.0722(4)(a)5.5. A party to a voting agreement created under s. 180.0731.
180.0722(4)(b)(b) An appointment made irrevocable under par. (a) is revoked when the interest with which it is coupled is extinguished.
180.0722(5)(5)The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless the secretary or other officer or agent of the corporation authorized to tabulate votes receives notice of the death or incapacity before the proxy exercises his or her authority under the appointment.
180.0722(6)(6)Notwithstanding sub. (4), a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or, if the shares are without certificates, on the information statement for the shares.
180.0722(7)(7)Subject to s. 180.0724 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation may accept the proxy’s vote or other action as that of the shareholder making the appointment.
180.0722(8)(8)A proxy appointed in connection with a shareholder vote under s. 180.1150 (5):
180.0722(8)(a)(a) Notwithstanding sub. (4), may be revoked at any time by openly stating the revocation at a shareholder meeting or appointing a new proxy in the manner provided under sub. (2) (b).
180.0722(8)(b)(b) Shall be solicited and appointed apart from the sale of or offer to purchase shares of the resident domestic corporation, as defined in s. 180.1150 (1) (c).
180.0722(8)(c)(c) May not be solicited sooner than 30 days before the meeting called under s. 180.1150 (5), unless otherwise agreed in writing by the person acting under s. 180.1150 and the directors of the resident domestic corporation, as defined in s. 180.1150 (1) (c).
180.0722 HistoryHistory: 1989 a. 303; 1997 a. 27; 1999 a. 9; 2009 a. 319.
180.0723180.0723Shares held by nominees.
180.0723(1)(1)A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the corporation as the shareholder. The extent of this recognition may be determined in the procedure.
180.0723(2)(2)The procedure may set forth all of the following:
180.0723(2)(a)(a) The types of nominees to which it applies.
180.0723(2)(b)(b) The rights or privileges that the corporation recognizes in a beneficial owner.
180.0723(2)(c)(c) The manner in which the nominee selects the procedure.
180.0723(2)(d)(d) The information that must be provided when the procedure is selected.
180.0723(2)(e)(e) The period for which selection of the procedure is effective.
180.0723(2)(f)(f) Other aspects of the rights and duties created.
180.0723 HistoryHistory: 1989 a. 303.
180.0724180.0724Acceptance of instruments showing shareholder action.
180.0724(1)(1)If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder.
180.0724(2)(2)If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the corporation, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following apply: