reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0502 - Change of registered agent or registered office.

181.0502
Change of registered agent or registered office.
(1)
A corporation may change its registered agent or registered office as provided in s. 181.0214 (5) or by delivering to the department for filing a statement of change that states all of the following:
(a)
The name of the corporation.
(b)
The information that is to be in effect as a result of the filing of the statement of change.
(1m)
A statement of change under this section designating a new registered agent is an affirmation of fact by the corporation that the agent has consented to serve.
(1r)
As an alternative to using the procedure in this section, a corporation may amend its articles of incorporation.
(3)
If the name or e-mail address of a registered agent changes or if the street address of a registered agent's business office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation for which he, she, or it is the registered agent. To make a change under this subsection, the registered agent shall notify the corporation in writing of the change and deliver to the department for filing a statement of change that recites that the corporation has been notified of the change and states all of the following:
(a)
The name of the corporation represented by the registered agent.
(b)
The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation.
(c)
Any new name, new e-mail address, or new street address of the agent.
(5)
A registered agent promptly shall furnish notice to the represented corporation of the filing by the department of the statement of change and the changes made by the statement.
History:  1997 a. 79; 2005 a. 476; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0503 - Resignation of registered agent.

181.0503
Resignation of registered agent.
(1)
A registered agent may resign as agent for a corporation by delivering to the department for filing a statement of resignation that states all of the following:
(a)
The name of the corporation.
(b)
The name of the agent.
(bm)
That the agent resigns from serving as registered agent for the corporation.
(c)
The address of the corporation to which the agent will send the notice required by sub. (4).
(3)
The resignation under sub. (1) is effective and, if applicable, the registered office is discontinued on the earlier of the following:
(a)
Sixty days after the department receives the statement of resignation for filing.
(b)
The date on which the appointment of a successor registered agent is effective.
(4)
A registered agent promptly shall furnish to the corporation notice in a record of the date on which a statement of resignation was filed.
(5)
When a statement of resignation takes effect, the registered agent ceases to have responsibility under this chapter for any matter thereafter tendered to it as agent for the corporation. The resignation does not affect any contractual rights the corporation has against the agent or that the agent has against the corporation.
(6)
A registered agent may resign with respect to a corporation whether or not the corporation is in good standing.
History:  1997 a. 79; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0504 - Service of process, notice, or demand.

181.0504
Service of process, notice, or demand.
(1)
A corporation may be served with any process, notice, or demand required or permitted by law by serving its registered agent. The department may serve any written notice required or authorized under this chapter by e-mailing it to the registered agent's e-mail address on file with the department, and such notice shall be effective as provided in s. 181.0105 (4).
(2)
Except as provided in sub. (3), if a corporation has no registered agent, or its registered agent cannot with reasonable diligence be served, the corporation may be served by registered or certified mail, return receipt requested, or by similar commercial delivery service, addressed to the corporation at its principal office, as shown on the records of the department on the date of sending. Service is perfected under this subsection at the earliest of the following:
(a)
The date the corporation receives the mail or delivery by commercial delivery service.
(b)
The date shown on the return receipt, if signed on behalf of the corporation.
(c)
Five days after it is deposited in the U.S. mail, or with the commercial delivery service, if correctly addressed and with sufficient postage or payment.
(3)
If process, notice, or demand in an action cannot be served on a corporation pursuant to sub. (1) or (2), service may be made by handing a copy to the individual in charge of any regular place of business or activity of the corporation if the individual served is not a plaintiff in the action. If the address of the corporation's principal office cannot be determined from the records of the department, the corporation may be served by publishing a class 3 notice, under ch. 985, in the community where the corporation's principal office or registered office, as most recently designated in the records of the department, is located.
(3m)
Service of process, notice, or demand on a registered agent must be in a written record.
(4)
Service of process, notice, or demand may be made by other means under law other than this chapter.
History:  1997 a. 79; 2011 a. 234; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0505 - Change of name or address by registered agent.

181.0505
Change of name or address by registered agent.
(1)
If the name or e-mail address of a registered agent changes or if the street address of a registered agent's office changes, the registered agent may change the name or e-mail address of the registered agent or street address of the registered office of any corporation or foreign corporation for which he, she, or it is the registered agent. To make the change under this subsection, the registered agent shall notify the corporation or foreign corporation in writing of the change and deliver to the department for filing a statement of change that recites that the corporation or foreign corporation has been notified of the change and states all of the following:
(a)
The name of the corporation or foreign corporation represented by the registered agent.
(b)
The name, e-mail address, and street address of the agent as currently shown in the records of the department for the corporation or foreign corporation.
(c)
Any new name, new e-mail address, or new street address of the agent.
(2)
A registered agent promptly shall furnish notice to the represented corporation or foreign corporation of the filing by the department of the statement of change and the changes made by the statement.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0506 - Delivery of record.

181.0506
Delivery of record.
(1)
Except as otherwise provided in this chapter, permissible means of delivery of a record include delivery by hand, mail, conventional commercial practice, and electronic transmission.
(2)
Delivery to the department is effective only when a record is received by the department.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0507 - Filing fees; certified copies.

181.0507
Filing fees; certified copies.
(1)
Subject to sub. (2) (a), the department may collect a fee for filing, or providing a certified copy of, a record under this chapter. The department may charge a fee for providing a certified copy of any record, or for filing any record not identified in sub. (2) (a), pursuant to a rule promulgated under this subsection or s. 182.01 (4).
(2)
(a)
Except as provided under par. (c), the department shall collect the following fees when the records described in this paragraph are delivered to the department for filing:
1.
Articles of incorporation, $35.
2.
Application for use of an indistinguishable name, $10.
3.
Application for a reserved name, $10.
4.
Application for renewal of a reserved name, $10.
5.
Notice of transfer of reserved name, $20.
6.
Application for registered name, $50.
7.
Application for renewal of registered name, $50.
8.
Statement of change of registered agent or registered office or registered agent's name, e-mail address, or street address under s. 181.0502, 181.0505, or 181.1508, $10.
9.
Statement of resignation of registered agent, $10.
10.
Amendment or restatement of articles of incorporation, $40.
11.
Articles of merger, interest exchange, conversion, or domestication, $150.
12.
Articles of dissolution, $20.
13.
Application for certificate of authority, $100.
14.
Application for amended certificate of authority, $40.
15.
Application for certificate of withdrawal of foreign corporation, $40.
16.
Statement of correction, $40.
17.
Annual report of a domestic corporation, $25.
18.
Annual report of a foreign corporation, $65.
(b)
In addition to the fees required under par. (a) or permitted under sub. (1), the department may collect the expedited service fee established under s. 182.01 (4) (d) for processing in an expeditious manner a record required or permitted to be filed with the department under this chapter and may collect the fee established under s. 182.01 (4) (f) for preparing in an expeditious manner a certificate of status or certificate of registration under s. 181.0213.
(c)
The department may, by rule, specify a larger fee for filing records in paper format.
(3)
A certified copy of a record filed by the department is conclusive evidence that the original record is on file with the department.
(4)
A person may not sign a document with intent that it be delivered to the department for filing, or deliver a document or cause a document to be delivered to the department for filing, if the person knows that the document is false in any material respect at the time of its delivery. Whoever violates this subsection is guilty of a Class I felony.
History: 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0601 - Admission.

181.0601
Admission.
(1)
Criteria and procedures. The articles of incorporation or bylaws may establish criteria or procedures for admission of members.
(2)
Consent required. A person may not be admitted as a member without the person's consent.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0602 - Consideration and certificates.

181.0602
Consideration and certificates.
Except as provided in its articles of incorporation or bylaws, a corporation may admit members for no consideration or for such consideration as is determined by the board. A corporation may issue certificates evidencing membership in the corporation.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0610 - Differences in rights and obligations of members.

181.0610
Differences in rights and obligations of members.
All members shall have the same rights and obligations with respect to voting, dissolution, redemption and transfer, unless the articles of incorporation or bylaws establish classes of membership with different rights or obligations. All members shall have the same rights and obligations with respect to any other matters, except as set forth in or authorized by the articles of incorporation or bylaws.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0611 - Transfers.

181.0611
Transfers.
(1)
When authorized. Except as set forth in or authorized by the articles of incorporation or bylaws, a member of a corporation may not transfer a membership or any right arising from a membership.
(2)
Adoption of restrictions. If transfer rights have been provided, no restriction on them shall be binding with respect to a member holding a membership issued before the adoption of the restriction unless the restriction is approved by the members and the affected member.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0613 - Member's liability for dues, assessments and fees.

181.0613
Member's liability for dues, assessments and fees.
A member may become liable to the corporation for dues, assessments or fees. An article of incorporation or bylaw provision or a resolution adopted by the board authorizing or imposing dues, assessments or fees does not, of itself, create liability.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0614 - Creditor's action against member.

181.0614
Creditor's action against member.
(1)
Final judgment required. A proceeding may not be brought by a creditor to reach the liability, if any, of a member under s. 181.0613 to the corporation unless final judgment has been rendered in favor of the creditor against the corporation.
(2)
Intervention and joinder. A creditor of the corporation, with or without reducing the creditor's claim to judgment, may intervene in a creditor's proceeding brought under sub. (1) to reach and apply unpaid amounts due the corporation. Any member who owes an amount to the corporation may be joined in the proceeding.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0620 - Termination, expulsion and suspension.

181.0620
Termination, expulsion and suspension.
(1)
Termination of membership. Unless otherwise provided in the articles of incorporation, membership shall be terminated by death, voluntary withdrawal or expulsion, and thereafter all of the rights of the member in the corporation or in its property shall cease.
(2)
Expulsion and suspension. Members may be suspended or expelled in the manner provided in the articles of incorporation, or in the bylaws, if the articles so provide. If no provision is made in the articles of incorporation, a member may be expelled, or suspended for a specific period of time, by an affirmative vote of two-thirds of the members entitled to vote, or of two-thirds of the directors if there are no members entitled to vote.
(3)
Liability. A member who has been expelled or suspended may be liable to the corporation for dues, assessments or fees because of obligations incurred or commitments made before expulsion or suspension.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0622 - Purchase of memberships.

181.0622
Purchase of memberships.
A corporation may purchase the membership of a member who resigns or whose membership is terminated for the amount and pursuant to the conditions set forth in or authorized by its articles of incorporation or bylaws. A corporation may not make a payment under this section that violates s. 181.1302 (1).
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0640 - Delegates.

181.0640
Delegates.
(1)
Role of delegates. A corporation may provide in its articles of incorporation or bylaws that delegates have some or all of the authority of members.
(2)
Permissible provisions. The articles of incorporation or bylaws may include provisions relating to all of the following:
(a)
Dividing the membership into geographical or other districts or units.
(b)
Determining the number of delegates to be elected in each district or unit. This determination may be made from time to time by the board of directors.
(c)
The characteristics, qualifications, rights, limitations and obligations of delegates, including their selection and removal.
(d)
Calling, noticing, holding and conducting meetings of delegates.
(e)
Carrying on corporate activities during and between meetings of delegates.
(f)
Providing for the election or appointment of district or unit committees and officers.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0670 - Limited liability of volunteers.

181.0670
Limited liability of volunteers.
(1)
Definition. In this section, “volunteer" means an individual, other than an employee of the corporation, who provides services to or on behalf of the corporation without compensation.
(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:
(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.
(b)
Willful misconduct.
(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.
(d)
An act or omission for which the volunteer received compensation or anything of substantial value instead of compensation.
(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.
(3)
Applicability.
(a)
Except as provided in par. (b), this section does not apply to any of the following:
1.
A civil or criminal proceeding brought by or on behalf of any governmental unit, authority or agency.
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.
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.
(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.
History:  1997 a. 79; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0701 - Annual and regular meetings.

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.
(2)
Membership meetings. A corporation with members may hold regular membership meetings at the times stated in or fixed in accordance with the bylaws.
(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.
(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.
(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.
(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.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0702 - Special meeting.

181.0702
Special meeting.
(1)
When held. A corporation with members shall hold a special meeting of members if any of the following occurs:
(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.
(b)
Members holding at least 5 percent 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.
(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.
(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.
(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.
(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.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0704 - Action by written consent.

181.0704
Action by written consent.
(1m)
Definitions. In this section:
(a)
“In writing" or “written" includes a communication that is transmitted or received by electronic means.
(b)
“Sign" includes executing an electronic signature.
(1r)
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 percent of the voting power, or a different percentage, not less than 50 percent, 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.
(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. (1r).
(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.
(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.
(5)
Consent effective at future time. Any person executing a consent 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, for purposes of this section, if evidence of such instruction or provision is provided to the corporation, such later effective time shall serve as of the date of signature. Unless otherwise provided, any such consent shall be revocable prior to its becoming effective.
History:  1997 a. 79; 2003 a. 259; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0705 - Notice of meeting.

181.0705
Notice of meeting.
(1)
When required. A corporation shall give notice of meetings of members as provided in its bylaws or, if the bylaws are silent, in a manner that is fair and reasonable.
(2)
In general. Any notice that conforms to the requirements of sub. (3) is fair and reasonable. Except for matters referred to in sub. (3) (b), other means of giving notice may also be fair and reasonable when all of the circumstances are considered. Sections 181.0105 (4) and 181.0141 apply to notices provided under this section.
(3)
Notice safe harbor. Notice is fair and reasonable if all of the following conditions exist:
(a)
The corporation notifies its members of the place, date and time of each annual, regular and special meeting of members not more than 60 days and not less than 10 days, or, if notice is mailed by other than first class or registered mail, 30 days, before the meeting date.
(b)
Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the members under s. 181.0723 (2), 181.0831, 181.0873 (4), 181.1003, 181.1021, 181.1103, 181.1133, 181.1163, 181.1173, 181.1202 or 181.1401.
(c)
Notice of a special meeting includes a description of the matter or matters for which the meeting is called.
(4)
Adjourned meetings. Unless the bylaws require otherwise, if an annual, regular or special meeting of members is adjourned to a different date, time or place, notice need not be given of the new date, time or place, if the new date, time or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under s. 181.0707, notice of the adjourned meeting must be given under this section to the members of record as of the new record date.
(5)
Notice of issues raised by members. When giving notice of an annual, regular or special meeting of members, a corporation shall give notice of a matter that a member intends to raise at the meeting if requested in writing to do so by a person entitled to call a special meeting and the request is received by the secretary or president of the corporation at least 10 days before the corporation gives notice of the meeting.
History:  1997 a. 79; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0706 - Waiver of notice.

181.0706
Waiver of notice.
(1)
Waiver requirements. A member may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. The waiver must be in writing, be signed by the member entitled to the notice, and be delivered to the corporation for inclusion in the minutes or filing with the corporate records.
(2)
Effect of attendance. A member's attendance at a meeting waives objection to all of the following:
(a)
Lack of notice or defective notice of the meeting, unless the member at the beginning of the meeting objects to holding the meeting or transacting business at the meeting.
(b)
Consideration of a particular matter at the meeting that is not within the purpose or purposes described in the meeting notice, unless the member objects to considering the matter when it is presented.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0707 - Record date; determining members entitled to notice and vote.

181.0707
Record date; determining members entitled to notice and vote.
(1)
Record date for notice. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to notice of a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members at the close of business on the business day preceding the day on which notice is given are entitled to notice of the meeting. However, if a meeting is held without notice, the determination of who is entitled to waive notice is made as of the close of business on the business day preceding the day on which the meeting is held.
(2)
Record date for voting. The bylaws of a corporation may fix or provide the manner of fixing a date as the record date for determining the members entitled to vote at a members' meeting. If the bylaws do not fix or provide for fixing such a record date, the board may fix a future date as such a record date. If no such record date is fixed, members on the date of the meeting who are otherwise eligible to vote are entitled to vote at the meeting.
(3)
Record date for exercise of other rights. The bylaws may fix or provide the manner for determining a date as the record date for the purpose of determining the members entitled to exercise any rights in respect of any other lawful action. If the bylaws do not fix or provide for fixing such a record date, the board may fix in advance such a record date. If no such record date is fixed, members at the close of business on the day on which the board adopts the resolution relating thereto, or the 60th day before the date of such other action, whichever is later, are entitled to exercise such rights.
(4)
Limitations on record dates. Unless the bylaws of a corporation provide otherwise, a record date fixed under this section may not be more than 70 days before the meeting or action requiring a determination of members occurs.
(5)
Adjourned meetings. A determination of members entitled to notice of or to vote at a membership meeting is effective for any adjournment of the meeting unless the board fixes a new date for determining the right to notice or the right to vote, which it must do if the meeting is adjourned to a date more than 70 days after the record date for determining members entitled to notice of the original meeting.
(6)
Court-ordered adjournment. If a court orders a meeting adjourned to a date more than 120 days after the date fixed for the original meeting, it may provide that the original record date for notice or voting continues in effect or it may fix a new record date for notice or voting.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0708 - Action by written ballot.

181.0708
Action by written ballot.
(1m)
Definition. In this section, “written ballot" includes a ballot transmitted or received by electronic means.
(1r)
When permitted. If permitted by the articles of incorporation or bylaws, any action that may be taken at an annual, regular or special meeting of members may be taken without a meeting if the corporation delivers a written ballot to every member entitled to vote on the matter.
(2)
Ballot requirements. A written ballot shall set forth each proposed action and provide an opportunity to vote for or against each proposed action.
(3)
Voting requirements. Approval by written ballot under this section shall be valid only when the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action, and the number of approvals equals or exceeds the number of votes that would be required to approve the matter at a meeting at which the total number of votes cast was the same as the number of votes cast by ballot.
(4)
Solicitation requirements. A solicitation for votes by written ballot shall include all of the following:
(a)
The number of responses needed to meet the quorum requirements.
(b)
The percentage of approvals necessary to approve each matter other than election of directors.
(c)
The time by which a ballot must be received by the corporation in order to be counted.
(5)
Revocation. Except as otherwise provided in the articles of incorporation or bylaws, a written ballot may not be revoked.
History:  1997 a. 79; 2003 a. 259.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0720 - Members' list for meeting.

181.0720
Members' list for meeting.
(1)
List of members. After fixing a record date for a notice of a meeting, a corporation shall prepare an alphabetical list of the names of all of its members who are entitled to notice of the meeting. The list must show the address and number of votes each member is entitled to vote at the meeting. The corporation shall prepare on a current basis through the time of the membership meeting a list of members, if any, who are entitled to vote at the meeting, but not entitled to notice of the meeting. This list shall be prepared on the same basis as and be part of the list of members.
(2)
Inspection before meeting. The list of members must be available for inspection by any member for the purpose of communication with other members concerning the meeting, beginning 2 business days after notice is given of the meeting for which the list was prepared and continuing through the meeting, at the corporation's principal office or at a reasonable place identified in the meeting notice in the city where the meeting will be held. A member, a member's agent or a member's attorney is entitled on written demand to inspect and, subject to ss. 181.1602 (3) and 181.1605, to copy the list, at a reasonable time and at the member's expense, during the period it is available for inspection.
(3)
Inspection at meeting. The corporation shall make the list of members available at the meeting, and any member, a member's agent or a member's attorney is entitled to inspect the list at any time during the meeting or any adjournment.
(4)
Refusal to allow inspection. If the corporation refuses to allow a member, a member's agent or a member's attorney to inspect the list of members before or at the meeting or to copy the list as permitted under sub. (2), the circuit court for the county where a corporation's principal office, or if none in this state, its registered office, is located, on application of the member, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete and may order the corporation to pay the member's costs, including reasonable attorney fees, incurred to obtain the order.
(5)
Effect of noncompliance. Refusal or failure to prepare or make available the list of members does not affect the validity of action taken at the meeting.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0721 - Voting entitlement generally.

181.0721
Voting entitlement generally.
(1)
In general. Unless the articles of incorporation or bylaws provide otherwise, each member is entitled to one vote on each matter voted on by the members.
(2)
Membership in the name of multiple persons. Unless the articles of incorporation or bylaws provide otherwise, if a membership stands of record in the names of 2 or more persons, their acts with respect to voting shall have the following effect:
(a)
If only one votes, such act binds all.
(b)
If more than one votes, the vote shall be divided on a prorated basis.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0722 - Quorum requirements.

181.0722
Quorum requirements.
(1)
In general. Unless this chapter, the articles of incorporation, or bylaws provide for a higher or lower quorum, 10 percent of the votes entitled to be cast on a matter must be represented at a meeting of members to constitute a quorum on that matter.
(2)
Bylaw amendment to decrease quorum requirements. A bylaw amendment to decrease the quorum for any member action may be approved by the members or, unless prohibited by the bylaws, by the board.
(3)
Bylaw amendment to increase quorum requirements. A bylaw amendment to increase the quorum required for any member action must be approved by the members.
(4)
Quorum to take up additional matters. The only matters that may be voted upon at an annual or regular meeting of members are those matters that are described in the meeting notice, unless at least one of the following conditions is met:
(a)
One-third or more of the voting power of the membership is present in person or by proxy.
(b)
The meeting notice contains a general statement that matters other than those specifically described in the notice may be considered at the meeting.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0723 - Voting requirements.

181.0723
Voting requirements.
(1)
In general. A majority of the votes entitled to be cast by the members present in person or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by this chapter, the articles of incorporation or the bylaws.
(2)
Amendment to change voting requirements. A bylaw amendment to increase or decrease the vote required for any member action must be approved by the members.
(3)
Votes by corporations and limited liability companies. A corporate member's vote may be cast by the president of the member corporation, or by any other officer or proxy appointed by the president of such corporation, in the absence of express notice of the designation of some other person by the board of directors or bylaws of the member corporation. A limited liability company member's vote may be cast by a manager of the member limited liability company.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0724 - Proxies.

181.0724
Proxies.
(1)
Right to vote by proxy. Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a member may appoint a proxy to vote or otherwise act for the member by signing an appointment form either personally or by an attorney-in-fact.
(2)
When effective. An appointment of a proxy is effective when received by the secretary or other officer or agent authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment form.
(3)
Effect of death or incapacity. The death or incapacity of the member appointing a proxy does not affect the right of the corporation to accept the proxy's authority unless notice of the death or incapacity is received by the secretary or other officer or agent authorized to tabulate votes before the proxy exercises authority under the appointment.
(4)
Revocability. An appointment of a proxy is revocable by the member unless the appointment form conspicuously states that it is irrevocable.
(5)
Methods of revocation. Appointment of a proxy is revoked by the person appointing the proxy in any of the following ways:
(a)
Attending any meeting and voting in person.
(b)
Signing and delivering to the secretary or other officer or agent authorized to tabulate proxy votes either a writing stating that the appointment of the proxy is revoked or a subsequent appointment form.
(6)
Acceptance by corporation. Subject to s. 181.0727 and any express limitation on the proxy's authority appearing on the face of the appointment form, a corporation is entitled to accept the proxy's vote or other action as that of the member making the appointment.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0725 - Cumulative voting for directors.

181.0725
Cumulative voting for directors.
(1)
In general. If the articles of incorporation or bylaws provide for cumulative voting by members, members may so vote, by multiplying the number of votes the members are entitled to cast by the number of directors for whom they are entitled to vote, and cast the product for a single candidate or distribute the product among 2 or more candidates.
(2)
When not authorized. Cumulative voting is not authorized at a particular meeting unless any of the following occurs:
(a)
The meeting notice or statement accompanying the notice states that cumulative voting will take place.
(b)
A member gives notice during the meeting and before the vote is taken of the member's intent to cumulate votes, and if one member gives this notice all other members participating in the election are entitled to cumulate their votes without giving further notice.
(3)
Removal of directors. A director elected by cumulative voting may be removed by the members without cause if the requirements of s. 181.0808 are met unless the votes cast against removal, or not consenting in writing to such removal, would be sufficient to elect such director if voted cumulatively at an election at which the same total number of votes were cast, or, if such action is taken by written ballot, all memberships entitled to vote were voted, and the entire number of directors authorized at the time of the director's most recent election were then being elected.
(4)
Identical membership and directors. Members may not cumulatively vote if the directors and members are identical.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0726 - Other methods of electing directors.

181.0726
Other methods of electing directors.
A corporation may provide in its articles of incorporation or bylaws for election of directors by members or delegates on the basis of chapter or other organizational unit; by region or other geographic unit; by preferential voting; or by any other reasonable method.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0727 - Acceptance of instruments showing member action.

181.0727
Acceptance of instruments showing member action.
(1)
When name corresponds to member. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation if acting in good faith is entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member.
(2)
When name does not correspond to member. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to the record name of a member, the corporation if acting in good faith is nevertheless entitled to accept the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if any of the following conditions exists:
(a)
The member is an entity and the name signed purports to be that of an officer or agent of the entity.
(b)
The name signed purports to be that of an attorney-in-fact of the member and if the corporation requests, evidence acceptable to the corporation of the signatory's authority to sign for the member has been presented with respect to the vote, consent, waiver, or proxy appointment.
(c)
Two or more persons hold the membership as cotenants or fiduciaries and the name signed purports to be the name of at least one of the coholders and the person signing appears to be acting on behalf of all of the coholders.
(3)
When corporation is entitled to reject. The corporation is entitled to reject a vote, consent, waiver, or proxy appointment if the secretary or other officer or agent authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
(4)
Liability. The corporation and its officer or agent who accepts or rejects a vote, consent, waiver, or proxy appointment in good faith and in accordance with the standards of this section are not liable in damages to the member for the consequences of the acceptance or rejection.
(5)
Validity of action. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0730 - Voting agreements.

181.0730
Voting agreements.
(1)
Permissible agreements. Unless prohibited by a corporation's articles of incorporation or bylaws, two or more members may provide for the manner in which they will vote by signing an agreement for that purpose.
(2)
Enforceability. A voting agreement created under this section is specifically enforceable.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0735 - Voting power.

181.0735
Voting power.
Voting power is determined by taking the total number of votes entitled to be cast for the election of directors at the time the determination of voting power is made, excluding a vote which is contingent upon the happening of a condition or event that has not occurred at the time. Where a class is entitled to vote as a class for directors, the determination of voting power of the class shall be based on the percentage of the number of directors the class is entitled to elect out of the total number of authorized directors.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0740 - Derivative proceedings; definition.

181.0740
Derivative proceedings; definition.
In ss. 181.0740 to 181.0747, “derivative proceeding" means a civil suit in the right of a corporation or, to the extent provided in ss. 181.0741, 181.0743 and 181.0745 to 181.0747, in the right of a foreign corporation.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0741 - Derivative proceedings; standing.

181.0741
Derivative proceedings; standing.
A derivative proceeding may be brought in the right of a corporation or foreign corporation to procure a judgment in its favor by one or more members having 5 percent or more of the voting power or by 50 members, whichever is less, if each of these members meets all of the following conditions:
(1)
Membership. The member was a member of the corporation at the time of the act or omission complained of or became a member through transfer by operation of law from a person who was a member at that time.
(2)
Representing corporation's interests. The member fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.
History:  1997 a. 79.
The purpose of the derivative action statute is to allow members, under certain conditions, to bring a claim they could not otherwise bring at all because the cause of action belongs to the association and not to them. Neither the statute nor the case law suggests an intent to limit the right a member has to bring a cause of action that belongs to the member as an individual. Ewer v. Lake Arrowhead Ass'n, 2012 WI App 64, 342 Wis. 2d 194, 817 N.W.2d 465, 11-0113.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0742 - Derivative proceedings; demand.

181.0742
Derivative proceedings; demand.
No member may commence a derivative proceeding until all of the following occur:
(1)
Written demand. A written demand is made upon the corporation to take suitable action.
(2)
Expiration of 90-day period. Ninety days expire from the date on which a demand under sub. (1) was made, unless the member is notified before the expiration of the 90 days that the corporation has rejected the demand or unless irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.
History:  1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 181 - Nonstock corporations. › 181.0743 - Derivative proceedings; stay of proceedings.

181.0743
Derivative proceedings; stay of proceedings.
If the corporation or foreign corporation commences an inquiry into the allegations made in the demand under s. 181.0742 (1) or in the complaint, the court may stay any derivative proceeding for the period that the court considers appropriate.
History:  1997 a. 79.