Wisconsin Statutes & Annotations
Chapter 181 - Nonstock corporations.
181.0302 - General powers.

181.0302 General powers. Unless its articles of incorporation provide otherwise, a corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its affairs, including the power to do all of the following:
(1) Legal actions. Sue and be sued, complain and defend in its corporate name.
(2) Corporate seal. Have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it.
(3) Bylaws. Make and amend bylaws not inconsistent with its articles of incorporation or with the laws of this state, for regulating and managing the affairs of the corporation.
(4) Property acquisition. Purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, property or any legal or equitable interest in property, wherever located.
(5) Disposition of property. Sell, convey, mortgage, pledge, lease, exchange and otherwise dispose of all or any part of its property.
(6) Interests in other entities. Purchase, receive, subscribe for or otherwise acquire, and own, hold, vote, use, sell, mortgage, lend, pledge or otherwise dispose of, and deal in and with, shares or other interests in, or obligations of, any other entity.
(7) Contracts and liabilities. Make contracts and guarantees; incur liabilities; borrow money; issue notes, bonds and other obligations; and secure any of its obligations by mortgage or pledge of any of its property, franchises or income.
(8) Loans. Lend money, invest and reinvest its funds and receive and hold property as security for repayment, except as limited by s. 181.0832.
(9) Participation in other entities. Be a promoter, partner, member, associate or manager of any entity.
(10) Exercise of powers. Conduct its activities, locate offices and exercise the powers granted by this chapter in or outside this state.
(11) Directors, officers, employees and agents. Elect or appoint directors, officers, employees and agents of the corporation, define their duties and fix their compensation.
(12) Pension and incentive plans. Pay pensions and establish pension plans, pension trusts and other benefit and incentive plans for any of its current or former directors, officers, employees and agents of the corporation, its subsidiaries or its affiliates.
(13) Benefit plans. Provide benefits or payments to directors, officers and employees of the corporation, its subsidiaries or its affiliates, and to their estates, families, dependents or beneficiaries, in recognition of the past services of the directors, officers and employees to the corporation, its subsidiaries or its affiliates.
(14) Compensation. Establish reasonable compensation for all directors for services to the corporation as directors, officers or otherwise. Unless otherwise provided in the articles of incorporation or bylaws, the board of directors, by the affirmative vote of a majority of the directors then in office and irrespective of any personal interest of any of its members, may establish reasonable compensation for all directors for such services or delegate this authority to an appropriate committee.
(15) Donations. Make donations and otherwise devote its resources for the public welfare or for charitable, scientific, educational, humanitarian, philanthropic or religious purposes.
(16) Dues. Impose dues, assessments, admission and transfer fees upon its members.
(17) Admission of members. Establish conditions for admission of members, admit members and issue memberships.
(18) Businesses. Carry on a business.
(19) Other. Do all things necessary or convenient, not inconsistent with law, to further the activities and affairs of the corporation.
History: 1997 a. 79.

Structure Wisconsin Statutes & Annotations

Wisconsin Statutes & Annotations

Chapter 181 - Nonstock corporations.

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.

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.

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.

181.0401 - Corporate name.

181.0402 - Reservation of name.

181.0403 - Registration of name.

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.

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.

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.

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.

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.

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.

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.

181.1301 - Prohibited distributions.

181.1302 - Authorized distributions.

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.

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.

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.

181.1701 - Applicability of chapter.

181.1703 - Saving provisions.