181.0202(2)(a)(a) The names and addresses of the natural persons who will serve as the initial directors.
181.0202(2)(b)(b) Provisions not inconsistent with law regarding:
181.0202(2)(b)1.1. The purpose or purposes for which the corporation is organized.
181.0202(2)(b)2.2. Managing the business and regulating the affairs of the corporation.
181.0202(2)(b)3.3. Distributing assets on dissolution.
181.0202(2)(b)4.4. Defining, limiting and regulating the powers of the corporation, its board of directors and its members.
181.0202(2)(c)(c) Any provision that, under this chapter, is required or permitted to be set forth in the bylaws.
181.0202(3)(3)Powers enumerated in chapter. The articles of incorporation need not include any of the corporate powers enumerated in this chapter.
181.0202(4)(4)Articles supersede bylaws. If a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation controls.
181.0202 HistoryHistory: 1997 a. 79; 2021 a. 258.
181.0203181.0203Incorporation.
181.0203(1)(1)When corporate existence begins. The corporate existence begins when the articles of incorporation become effective under s. 181.0209.
181.0203(2)(2)Conclusive proof of incorporation. The department’s filing of the articles of incorporation or articles of domestication is conclusive proof that the corporation is incorporated under this chapter, except in a proceeding by the state to cancel or revoke the incorporation or involuntarily dissolve the corporation.
181.0203(3)(3)Notification of reporting requirements. Upon filing articles of incorporation of a corporation, the department shall inform the corporation of the reporting requirements under s. 202.12 for charitable organizations that solicit contributions.
181.0203 HistoryHistory: 1997 a. 79; 2013 a. 20; 2021 a. 258.
181.0205181.0205Organization of corporation.
181.0205(1)(1)Organizational meeting required.
181.0205(1)(a)(a) After incorporation, if initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws and carrying on any other business brought before the meeting.
181.0205(1)(b)(b) After incorporation, if initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting, at the call of a majority of the incorporators, to do any of the following:
181.0205(1)(b)1.1. Elect directors and complete the organization of the corporation.
181.0205(1)(b)2.2. Elect a board that will complete the organization of the corporation.
181.0205(2)(2)Written consents. Action required or permitted by this chapter to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.
181.0205(3)(3)Location of organizational meeting. An organizational meeting may be held in or outside of this state.
181.0205 HistoryHistory: 1997 a. 79.
181.0206181.0206Bylaws.
181.0206(1)(1)Initial bylaws. The incorporators, members or board of a corporation shall adopt the initial bylaws for the corporation.
181.0206(2)(2)Subsequent adoption, amendment and repeal. After the adoption of the initial bylaws under sub. (1), bylaws may be adopted either by the members or the board, but no bylaw adopted by the members shall be amended or repealed by the directors, unless the bylaws adopted by the members shall have conferred such authority upon the directors. Any bylaw adopted by the board is subject to amendment or repeal by the members as well as by the directors.
181.0206(3)(3)Content of bylaws. The bylaws of a corporation may contain any provision for regulating and managing the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state.
181.0206 HistoryHistory: 1997 a. 79.