181.0103 Definitions. In this chapter:

(1) “Articles of incorporation" includes amended and restated articles of incorporation and articles of domestication.

(2) “Board" means the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated.

(3) “Bylaws" means the code of rules, other than the articles of incorporation, adopted under this chapter for the regulation or management of the affairs of a corporation, by whatever name designated.

(4) “Class" means a group of memberships having the same rights, whether those rights are identical or are determined by a formula applied uniformly, with respect to voting, dissolution of a corporation, and redemption and transfer of memberships.

(5) “Corporation" or “domestic corporation" means, except as used in subs. (13) and (18), a nonstock corporation, including a nonprofit corporation, that is subject to the provisions of this chapter, except a foreign corporation.

(6) “Delegates" means those persons elected or appointed to vote in a representative assembly for the election of a director or on other matters.

(7) “Deliver" means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice.

(8) “Department" means the department of financial institutions.

(9) “Director" means an individual, designated in the articles of incorporation or bylaws or elected by the incorporators, and the individuals' successors, and an individual elected or appointed by any other name or title to act as a member of the board.

(10) “Distribution" means the payment of a dividend or any part of the assets, income or profit of a corporation to its members, directors or officers, but does not include the payment of reasonable compensation, benefits, pensions, incentive compensation or the reimbursement of expenses.

(10m) “Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.

(10p) “Electronic signature" means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing.

(11) “Employee" does not include an officer or director who is not otherwise employed by the corporation.

(12) “Entity" means any person other than a natural person.

(13) “Foreign corporation" means a nonstock corporation organized under a law other than the law of this state.

(14) “Individual" means a natural person. Except in ss. 181.0802 and 181.0840, “individual" includes the estate of an individual adjudicated incompetent or a deceased natural person.

(15) “Member" means a person who has membership rights in a corporation in accordance with the provisions of its articles of incorporation or bylaws.

(16) “Membership" means the rights and obligations that a member has under a corporation's articles of incorporation and bylaws and this chapter.

(17) “Nonprofit corporation" means a corporation that does not make distributions, except as authorized under s. 181.1302 (1), (2) and (3).

(18) “Nonstock corporation" means a corporation without capital stock.

(19) “Principal office" means the office, whether in or outside this state, of a domestic corporation or foreign corporation in which are located its principal executive offices and, if the domestic corporation or foreign corporation has filed an annual report under s. 181.1622, that is designated as the principal office in its most recent annual report.

(20) “Proceeding" includes a civil suit and criminal, administrative and investigatory action.

(21) “Record date" means the date established under s. 181.0707 on which a corporation determines the identity of its members for the purposes of this chapter.

(22) “Secretary" means the corporate officer to whom the board has delegated responsibility under s. 181.0840 (1) for custody of the minutes of the board's meetings and members' meetings and for authenticating the records of the corporation.

(23) “Sign" means to execute or adopt a manual, facsimile, conformed, or electronic signature or any symbol with intent to authenticate a writing.

(24) “Stock corporation" means a corporation with capital stock.

(25) “Vote" includes authorization by written ballot and written consent.

History: 1997 a. 79; 2001 a. 44; 2005 a. 387.

The New Nonstock Corporation Law. Seehawer. Wis. Law. Oct. 1998.