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2018 Wisconsin Statutes & Annotations
Chapter 181. Nonstock corporations.
SUBCHAPTER I
GENERAL PROVISIONS
INCORPORATION
PURPOSES AND POWERS
NAME SUBCHAPTER V
OFFICE AND AGENT
MEMBERS AND MEMBERSHIPS
MEMBER MEETINGS AND VOTING
DIRECTORS AND OFFICERS
[RESERVED]
SUBCHAPTER X
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
MERGER; CONVERSION
SALE OF ASSETS
DISTRIBUTIONS SUBCHAPTER XIV
DISSOLUTION
FOREIGN CORPORATIONS
RECORDS AND REPORTS
TRANSITIONAL PROVISIONS
GENERAL PROVISIONS
- 181.0103 Definitions.
- 181.0120 Filing requirements.
- 181.0121 Forms.
- 181.0122 Filing and service fees.
- 181.0123 Effective date and time of document.
- 181.0124 Correcting filed document.
- 181.0125 Filing duty of department.
- 181.0126 Appeal from department's refusal to file document.
- 181.0127 Evidentiary effect of copy of filed document.
- 181.0128 Confirmation of status.
- 181.0129 Penalty for false document.
- 181.0141 Notice.
- 181.0160 Judicial relief.
INCORPORATION
- 181.0201 Incorporators.
- 181.0202 Articles of incorporation.
- 181.0203 Incorporation.
- 181.0205 Organization of corporation.
- 181.0206 Bylaws.
- 181.0207 Emergency bylaws.
PURPOSES AND POWERS
- 181.0301 Purposes.
- 181.0302 General powers.
- 181.0303 Emergency powers.
- 181.0304 Effect of unauthorized corporate acts.
- 181.0320 Private foundations.
- 181.0330 Offer and sale of securities.
NAME SUBCHAPTER V
OFFICE AND AGENT
- 181.0501 Registered office and registered agent.
- 181.0502 Change of registered office or registered agent.
- 181.0503 Resignation of registered agent.
- 181.0504 Service on corporation.
MEMBERS AND MEMBERSHIPS
- 181.0601 Admission.
- 181.0602 Consideration and certificates.
- 181.0603 No requirement of members.
- 181.0610 Differences in rights and obligations of members.
- 181.0611 Transfers.
- 181.0612 Member's liability to 3rd parties.
- 181.0613 Member's liability for dues, assessments and fees.
- 181.0614 Creditor's action against member.
- 181.0620 Termination, expulsion and suspension.
- 181.0622 Purchase of memberships.
- 181.0640 Delegates.
- 181.0670 Limited liability of volunteers.
MEMBER MEETINGS AND VOTING
- 181.0701 Annual and regular meetings.
- 181.0702 Special meeting.
- 181.0704 Action by written consent.
- 181.0705 Notice of meeting.
- 181.0706 Waiver of notice.
- 181.0707 Record date; determining members entitled to notice and vote.
- 181.0708 Action by written ballot.
- 181.0720 Members' list for meeting.
- 181.0721 Voting entitlement generally.
- 181.0722 Quorum requirements.
- 181.0723 Voting requirements.
- 181.0724 Proxies.
- 181.0725 Cumulative voting for directors.
- 181.0726 Other methods of electing directors.
- 181.0727 Acceptance of instruments showing member action.
- 181.0730 Voting agreements.
- 181.0735 Voting power.
- 181.0740 Derivative proceedings; definition.
- 181.0741 Derivative proceedings; standing.
- 181.0742 Derivative proceedings; demand.
- 181.0743 Derivative proceedings; stay of proceedings.
- 181.0744 Derivative proceedings; dismissal.
- 181.0745 Derivative proceedings; discontinuance or settlement.
- 181.0746 Derivative proceedings; payment of expenses.
- 181.0747 Derivative proceedings; applicability.
DIRECTORS AND OFFICERS
- 181.0801 Requirement for and duties of board.
- 181.0802 Qualifications of directors.
- 181.0803 Number of directors.
- 181.0804 Election, designation and appointment of directors.
- 181.0805 Terms of directors generally.
- 181.0806 Staggered terms for directors.
- 181.0807 Resignation of directors.
- 181.0808 Removal of directors elected by members or directors.
- 181.0809 Removal of designated or appointed directors.
- 181.0810 Removal of directors by judicial proceeding.
- 181.0811 Vacancies.
- 181.0820 Regular and special meetings.
- 181.0821 Action without meeting.
- 181.0822 Call and notice of meetings.
- 181.0823 Waiver of notice.
- 181.0824 Quorum and voting.
- 181.0825 Committees of the board.
- 181.0831 Director conflict of interest.
- 181.0832 Loans to directors and officers.
- 181.0833 Liability for unlawful distributions.
- 181.0840 Officers.
- 181.0841 Duties and authority of officers and agents.
- 181.0843 Resignation and removal of officers.
- 181.0844 Contract rights of officers.
- 181.0850 Reliance by directors or officers.
- 181.0853 Consideration of interests in addition to members' interests.
- 181.0855 Limited liability of directors and officers.
- 181.0860 Statements of changes in directors or principal officers.
- 181.0871 Definitions applicable to indemnification and insurance provisions.
- 181.0872 Mandatory indemnification.
- 181.0873 Determination of right to indemnification.
- 181.0874 Allowance of expenses as incurred.
- 181.0875 Corporation may limit indemnification.
- 181.0877 Additional rights to indemnification and allowance of expenses.
- 181.0879 Court-ordered indemnification.
- 181.0881 Indemnification and allowance of expenses of employees and agents.
- 181.0883 Insurance.
- 181.0889 Indemnification and insurance against securities law claims.
[RESERVED]
SUBCHAPTER X
AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS
- 181.1001 Authority to amend articles of incorporation.
- 181.1002 Amendment of articles of incorporation by directors.
- 181.1003 Amendment of articles of incorporation by directors and members.
- 181.1004 Class voting by members on amendments to articles of incorporation.
- 181.1005 Articles of amendment.
- 181.1006 Restated articles of incorporation.
- 181.1007 Amendment of articles of incorporation pursuant to judicial reorganization.
- 181.1008 Effect of amendment and restatement of articles of incorporation.
- 181.1020 Amendment of bylaws by directors.
- 181.1021 Amendment of bylaws by directors and members.
- 181.1022 Class voting by members on amendments of bylaws.
- 181.1030 Approval by 3rd persons.
MERGER; CONVERSION
- 181.1100 Definitions.
- 181.1101 Approval of plan of merger.
- 181.1103 Action on plan by board, members and 3rd persons.
- 181.1104 Merger of subsidiary or parent.
- 181.1105 Articles of merger.
- 181.1106 Effect of merger.
- 181.1107 Merger with foreign corporation or foreign stock corporation.
- 181.1108 Bequests, devises, and gifts.
- 181.1150 Conversion of cooperative.
- 181.1161 Conversion.
SALE OF ASSETS
- 181.1201 Sale of assets in regular course of activities and mortgage of assets.
- 181.1202 Sale of assets other than in regular course of activities.
DISTRIBUTIONS SUBCHAPTER XIV
DISSOLUTION
- 181.1401 Dissolution by incorporators, directors, members and 3rd persons.
- 181.1403 Articles of dissolution.
- 181.1404 Revocation of dissolution.
- 181.1405 Effect of dissolution.
- 181.1406 Known claims against dissolved corporation.
- 181.1407 Survival of remedies and claims.
- 181.1420 Grounds for administrative dissolution.
- 181.1421 Procedure for and effect of administrative dissolution.
- 181.1422 Reinstatement following administrative dissolution.
- 181.1423 Appeal from denial of reinstatement.
- 181.1430 Grounds for judicial dissolution.
- 181.1431 Procedure for judicial dissolution.
- 181.1432 Receivership or custodianship.
- 181.1433 Decree of dissolution.
- 181.1440 Deposit with secretary of revenue.
FOREIGN CORPORATIONS
- 181.1501 Authority to transact business required.
- 181.1502 Consequences of transacting business without authority.
- 181.1503 Application for certificate of authority.
- 181.1504 Amended certificate of authority.
- 181.1505 Effect of certificate of authority.
- 181.1506 Corporate name of foreign corporation.
- 181.1507 Registered office and registered agent.
- 181.1508 Change of registered office or registered agent of foreign corporation.
- 181.1509 Resignation of registered agent of foreign corporation.
- 181.1510 Service on foreign corporation.
- 181.1520 Withdrawal of foreign corporation.
- 181.1530 Grounds for revocation.
- 181.1531 Procedure for and effect of revocation.
- 181.1532 Appeal from revocation.
- 181.1533 Domestication of a foreign corporation.
RECORDS AND REPORTS
- 181.1601 Corporate records.
- 181.1602 Inspection of records by members.
- 181.1603 Scope of inspection rights.
- 181.1604 Court-ordered inspection.
- 181.1605 Limitations on use of membership list.
- 181.1620 Financial statements for members.
- 181.1621 Report of indemnification to members.
- 181.1622 Annual report for department.
TRANSITIONAL PROVISIONS
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