181.0702 Special meeting.

(1) When held. A corporation with members shall hold a special meeting of members if any of the following occurs:

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

(b) Members holding at least 5 percent of the voting power of a corporation, or such other percentage specified in the articles of incorporation or bylaws, sign, date and deliver to any corporate officer one or more written demands for the meeting describing one or more purposes for which it is to be held.

(2) Record date. The close of business on the 30th day before delivery of the demand for a special meeting to any corporate officer is the record date for determining if the percentage requirement of sub. (1) (b) has been met.

(3) If notice not given. Notwithstanding sub. (4), if a notice for a special meeting demanded under sub. (1) (b) is not given under s. 181.0705 within 30 days after the date on which the written demand is delivered to a corporate officer, a person signing the demand may set the time, and, subject to sub. (4), the place, of the meeting. The person signing the demand shall give notice under s. 181.0705.

(4) Place of meeting. A corporation may hold a special meeting of members in or outside of this state at the place stated in or fixed in accordance with the bylaws. If no place is stated or fixed in accordance with the bylaws, a corporation shall hold a special meeting at the corporation's principal office.

(5) Scope of meeting. Only those matters that are within the purpose described in the meeting notice required by s. 181.0705 may be conducted at a special meeting of members.

History: 1997 a. 79.