614.12 Articles of incorporation and bylaws.

(1) Articles. The articles of incorporation shall set forth:

(a) The name of the corporation, which shall include the word “fraternal" or words of equivalent meaning if the corporation was organized after June 19, 1976.

(b) The location of the principal office of the fraternal, which shall be in this state.

(c) The purposes of the corporation, which shall include one or more of the purposes specified in s. 614.01 (1) (a) 2. b., but shall otherwise be restricted to those permitted by s. 610.21.

(d) The classes of members and the qualifications and rights of the members of each class.

(e) A description of the fraternal's representative form of government, conforming to s. 614.42.

(f) The manner in which local lodges or branches may be formed and the powers they shall have, or a statement that the formation and powers of local lodges or branches shall be provided for in the bylaws.

(g) A provision for fraternal bonds if any are to be authorized, which shall conform to s. 614.33.

(h) A provision for amendment of the articles, which shall conform to s. 614.29.

(2) Powers not enumerated. Section 181.0202 (2), (3) and (4) applies to fraternals.

(3) Principal officers. Sections 181.0840 and 181.0841 apply to fraternals. The articles or bylaws shall specifically designate 3 or more offices, the holders of which shall be the principal officers of the fraternal. The principal offices shall be held by at least 3 separate natural persons. The articles of incorporation or the bylaws may provide that any one or more officers of the fraternal shall be members of the board of directors. The officers of a fraternal may be designated by such titles as may be provided in the articles of incorporation or the bylaws. Any document required or permitted by this chapter to be signed by the president, vice president, secretary or assistant secretary may be signed by such officer as may be stated in the articles of incorporation or bylaws to correspond to the officer so required or permitted to sign.

(4) Bylaws. The bylaws shall comply with the provisions of this chapter, and a copy of the bylaws and any amendments to them shall be filed with the commissioner promptly after adoption, and notice of amendments to the bylaws shall be given promptly to members. Subject to this chapter, ss. 181.0206 and 181.1021 apply to fraternals.

History: 1975 c. 373; 1979 c. 102; 1983 a. 189 s. 329 (25); 1983 a. 215; 1997 a. 79.