180.0702 Special meeting.

(1) A corporation shall hold a special meeting of shareholders if any of the following occurs:

(a) A special meeting is called by the board of directors or any person authorized by the articles of incorporation or bylaws to call a special meeting.

(b) The holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing one or more purposes for which it is to be held.

(2) If not otherwise fixed under s. 180.0703 (2) (b) or 180.0707, the record date for determining shareholders entitled to demand a special meeting is the date that the first shareholder signs the demand.

(3)

(a) Subject to par. (b), a corporation may hold a special shareholders' meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. Subject to par. (b), if no place is stated in or fixed in accordance with the bylaws, the corporation shall hold a special meeting at its principal office.

(b) A corporation's bylaws may authorize the board of directors, in its sole discretion, to determine that a special shareholders' meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized under s. 180.0709.

(4) Only business within the purpose described in the meeting notice required by s. 180.0705 (2) (b) may be conducted at a special shareholders' meeting.

History: 1989 a. 303; 2017 a. 79.