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2022 Wisconsin Statutes & Annotations
Chapter 181 - Nonstock corporations.
SUBCHAPTER I
GENERAL PROVISIONS
formation; articles of INCORPORATION and other filings
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, interest exchange, CONVERSION, and domestication
SALE OF ASSETS
DISTRIBUTIONS SUBCHAPTER XIV
DISSOLUTION
FOREIGN CORPORATIONS
RECORDS AND REPORTS
TRANSITIONAL PROVISIONS
GENERAL PROVISIONS
- 181.0103 - Definitions.
- 181.0105 - Knowledge; notice.
- 181.0107 - Governing law.
- 181.0121 - Forms.
- 181.0127 - Evidentiary effect of copy of filed document.
- 181.0129 - Penalty for false document.
- 181.0141 - Notice.
- 181.0160 - Judicial relief.
- 181.0162 - Relation to electronic signatures in global and national commerce act.
- 181.0163 - Forum selection provisions.
formation; articles of INCORPORATION and other filings
- 181.0201 - Incorporators.
- 181.0202 - Articles of incorporation.
- 181.0203 - Incorporation.
- 181.0205 - Organization of corporation.
- 181.0206 - Bylaws.
- 181.0207 - Emergency bylaws.
- 181.0208 - Filing requirements.
- 181.0209 - Effective date and time.
- 181.0210 - Withdrawal of filed record before effectiveness.
- 181.0211 - Correcting filed record.
- 181.0212 - Duty of department to file; review of refusal to file; delivery of record by department.
- 181.0213 - Certificate of status.
- 181.0214 - Annual report for department.
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 agent and registered office.
- 181.0502 - Change of registered agent or registered office.
- 181.0503 - Resignation of registered agent.
- 181.0504 - Service of process, notice, or demand.
- 181.0505 - Change of name or address by registered agent.
- 181.0506 - Delivery of record.
- 181.0507 - Filing fees; certified copies.
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, interest exchange, CONVERSION, and domestication
- 181.1100 - Definitions.
- 181.11001 - Relationship of subchapter to other laws.
- 181.11002 - Existing purpose.
- 181.11003 - Nonexclusivity.
- 181.11004 - Reference to external facts.
- 181.1101 - Merger authorized.
- 181.1102 - Plan of merger.
- 181.1103 - Approval of merger; amendment; abandonment.
- 181.11045 - Filings required for merger; effective date.
- 181.11055 - Effect of merger.
- 181.1108 - Bequests, devises, and gifts.
- 181.1131 - Interest exchange authorized.
- 181.1132 - Plan of interest exchange.
- 181.1133 - Approval of interest exchange; amendment; abandonment.
- 181.1134 - Filings required for interest exchange; effective date.
- 181.1135 - Effect of interest exchange.
- 181.1150 - Conversion of cooperative.
- 181.1161 - Conversion authorized.
- 181.1162 - Plan of conversion.
- 181.1163 - Approval of conversion; amendment; abandonment.
- 181.1164 - Filings required for conversion; effective date.
- 181.1165 - Effect of conversion.
- 181.1171 - Domestication authorized.
- 181.1172 - Plan of domestication.
- 181.1173 - Approval of domestication; amendment; abandonment.
- 181.1174 - Filings required for domestication; effective date.
- 181.1175 - Effect of domestication.
- 181.1180 - Restrictions on approval of mergers, interest exchanges, conversions, and domestications.
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 agent or registered office of foreign corporation.
- 181.1509 - Resignation of registered agent of foreign corporation.
- 181.1510 - Service of process, notice, or demand 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.
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.
TRANSITIONAL PROVISIONS
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