Volunteers
The bill makes certain changes to the provisions which limit the liability of
volunteers who provide services to nonstock corporations on behalf of the corporation
without compensation. The changes reflect the enactment, at the federal level, of the
Volunteer Protection Act of 1997. Under current law, the limited liability protections
do not apply to a volunteer who is licensed or certified under state law, if the act or
omission is within the scope of practice under the volunteer's license, certificate,
permit or registration. Under the bill, the limited liability protections apply to such
a person. However, the bill's limited liability provisions do not apply where the
volunteer's negligence occurs in the practice of a profession, trade or occupation that
requires a license or certificate, if the volunteer does not have the required license
or certificate.
Foreign corporations and domestication
Under current law, foreign nonstock corporations are not required to obtain a
certificate of authority to transact business in this state. Foreign corporations are,
however, subject to the same restrictions, penalties and liabilities imposed upon
domestic nonstock corporations. By conducting business in this state or by holding
property in this state, current law deems a foreign corporation to have appointed DFI
as its agent for service of process. This bill modifies the provisions governing foreign
nonstock corporations so that they track the regulation of foreign stock corporations.
As a result, a foreign nonstock corporation may not transact business in this state
until it obtains a certificate of authority from DFI. A foreign nonstock corporation
that does not obtain the required certificate of authority is barred from maintaining
a proceeding in state court until it obtains the certificate. The foreign corporation
is subject to monetary penalties for failing to obtain a required certificate of
authority; however, the validity of its corporate actions in this state are not impaired
and the foreign corporation is not barred from defending itself in a proceeding in this
state. The foreign corporation is required by the bill to continuously maintain a
registered office and a registered agent in this state. The bill subjects a foreign
corporation to annual reporting requirements, which, under current law, apply only
to domestic nonstock corporations.
Current law does not contain a procedure allowing a foreign nonstock
corporation to become a domestic nonstock corporation, although the foreign
corporation may merge into or consolidate with a domestic nonstock corporation.
This bill creates a procedure under which a foreign nonstock corporation may
"domesticate", or become a domestic nonstock corporation. Under the bill, a foreign
nonstock corporation may become a domestic corporation by filing articles of
domestication that state the name of the corporation and the text of the restated
articles of incorporation. The domesticating corporation must also file a certificate
of authentication or status from the jurisdiction from which the corporation is
domesticating and must file articles of dissolution or a similar document in the
jurisdiction from which the corporation is domesticating. The effect of a
domestication is as if the domesticating corporation had merged with a newly
incorporated domestic corporation, except that the original date of incorporation of
the domesticating corporation continues to be the date of incorporation of the
domesticated corporation.
Reporting, filing and notice requirements
Under current law, documents required to be filed under the nonstock
corporation law are forwarded by DFI to county registers of deeds for recording. This
bill eliminates this requirement so that all new filings relating to nonstock
corporations are maintained only by DFI. The bill specifies more clearly the filing
duties of DFI and modifies the procedures for appealing DFI's refusal to file a
document. These provisions parallel those applicable to stock corporations. The bill
adds general provisions governing the effective date and time of documents filed with
DFI, governing how documents filed with DFI may be corrected, governing the
evidentiary effect of a copy of a filed document and governing requests for certificates
of status. The bill adds a general provision regarding how notices are to be given
under the nonstock corporation law.
Distributions
Under current law, nonstock corporations organized under the state's nonstock
corporation law are required to be nonprofit corporations under Wisconsin law,
which means that no part of the corporation's income may be distributed to its
members, directors or officers. This bill authorizes nonstock corporations to make
"for-profit" distributions, if distributions of this type are specifically permitted
under the corporation's articles of incorporation, if the distribution is consistent with
the corporation's purpose, if permitted by the corporation's articles of incorporation,
if the corporation's assets would continue to exceed its liabilities after the
distribution and if the corporation would be able to pay its debts as due after the
distribution.
Mergers and dissolutions
The bill makes a number of changes regarding mergers and dissolutions of
nonstock corporations. Current law provides for both mergers (under which 2 or
more nonstock corporations merge into one of the corporations) and consolidations
(under which 2 or more nonstock corporations consolidate into a new corporation).
This bill eliminates the separate procedures for consolidating nonstock corporations,
although the same effect can be achieved under the bill by forming a new corporation
and having 2 or more corporations merge into the new corporation. The bill
streamlines procedures for the merger of a subsidiary into a parent nonstock
corporation and adds a provision stating that bequests made to a corporation that
merges inure to the benefit of the surviving corporation, unless otherwise specifically
provided in the instrument making the bequest.
The bill changes procedures for judicial dissolution of nonstock corporations.
Under current law, a circuit court may dissolve a nonstock corporation in an action
by a member or a director, if the director or member can establish that certain of the
standards for judicial dissolution applies. The bill removes the ability of a director
to apply for judicial dissolution. Under the bill, judicial dissolution may be ordered
in an action commenced by members only if the action is brought by at least 50
members or by members representing 5% of the voting power of the corporation. The
bill modifies the receivership and custodianship provisions and the dissolution
provisions to track more closely the provisions applicable to stock corporations. For
example, the bill eliminates provisions regarding the adoption of a plan of
distribution and instead simply empowers a dissolved corporation to make provision
for discharging its liabilities and obligations and disposing of its property.
Certain religious societies and insurance companies
Certain of the changes made by the bill also impact religious societies, mutual
insurance companies, town mutual insurance companies, service insurance
corporations and fraternal or mutual benefit societies. Current law provides that
religious societies organized under the state's religious societies law have the same
powers and privileges as nonstock corporations. This provision remains unchanged
by the bill and, as a result, certain of the changes may impact religious societies.
Similarly, current law makes certain provisions of the state's nonstock corporation
law applicable to mutual insurance companies, town mutual insurance companies,
service insurance corporations and fraternal or mutual benefit societies. For the
most part, these same provisions, as revised by the bill, remain applicable to mutual
insurance companies, town mutual insurance companies, service insurance
corporations and fraternal or mutual benefit societies.
Conversion tables
Because of the bill's reorganization of the state's nonprofit corporation law
(chapter 181), there is often no direct correspondence between a section in the
current chapter 181 and the repealed and recreated chapter 181 contained in this
bill. However, the following tables may be helpful in locating where the topic treated
by a section in the current chapter 181 is treated in the chapter as repealed and
recreated by this bill, and vice versa:
Fiscal information
For further information see the state and local fiscal estimate, which will be
printed as an appendix to this bill.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
SB423, s. 1
1Section
1. 13.482 (2) (a) of the statutes is amended to read:
SB423,17,252
13.482
(2) (a) For the purpose of providing housing for state departments and
3agencies, including housing for state offices and the completion of the state office
4building, and to enable the construction, financing and ultimate acquisition thereof
1by the state, the building commission may acquire any necessary lands, and lease
2and re-lease any lands owned by the state and available for the purpose to the
3Wisconsin state public building corporation or other nonstock
, nonprofit corporation
4organized under ch. 181
or any law amendatory thereof or supplemental thereto that
5is a nonprofit corporation, as defined in s. 181.0103 (17). The lease and re-lease shall
6be for a term or terms not exceeding 50 years each
, and shall be made on
the condition
7that such corporation shall construct and provide on such leased lands such building
8projects, including buildings, improvements, facilities or equipment or other capital
9items, as the building commission requires, and shall re-lease the same to the
10building commission upon satisfactory terms as to the rental, maintenance and
11ultimate acquisition by the state as is in its best interests in the judgment of the
12building commission. After such leases and re-leases are executed and until the
13projects are acquired by the state, they shall be operated by the building commission
14through the department of administration, which shall have charge of such property
15as provided in s. 16.85. The building commission shall operate the projects in such
16manner as to provide revenues therefrom sufficient to pay the costs of operation and
17maintenance of the project and to provide for the payments due the Wisconsin state
18public building corporation or other nonstock, nonprofit corporation but if the
19building commission finds and declares that the housing available in any such
20project is in excess of the current housing needs or requirements of the state
21departments and agencies occupying or availing themselves of the space in or
22capacity of such project, the building commission need not operate such project in a
23manner to provide revenues therefrom sufficient to pay the costs of operation and
24maintenance of the project and to provide for the rental payments due the Wisconsin
25state public building corporation or other nonstock, nonprofit corporation.
SB423, s. 2
1Section
2
. 16.30 (1) (a) of the statutes is amended to read:
SB423,18,32
16.30
(1) (a) A nonstock
, nonprofit corporation organized under ch. 181
that is
3a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 3
4Section
3. 16.334 (2) (d) of the statutes is amended to read:
SB423,18,65
16.334
(2) (d) A nonstock
, nonprofit corporation organized under ch. 181
that
6is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 4
7Section
4. 16.352 (1) (b) 4. of the statutes is amended to read:
SB423,18,108
16.352
(1) (b) 4. A private nonprofit organization, as defined under s. 108.02
9(19), or a nonstock
, nonprofit corporation
that is organized under ch. 181
and that
10is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 5
11Section
5. 19.32 (1) of the statutes is amended to read:
SB423,18,2212
19.32
(1) "Authority" means any of the following having custody of a record: a
13state or local office, elected official, agency, board, commission, committee, council,
14department or public body corporate and politic created by constitution, law,
15ordinance, rule or order; a governmental or quasi-governmental corporation except
16for the Bradley center sports and entertainment corporation; a local exposition
17district under subch. II of ch. 229;
any public purpose corporation, as defined in s.
18181.79 (1); any court of law; the assembly or senate; a nonprofit corporation which
19receives more than 50% of its funds from a county or a municipality, as defined in s.
2059.001 (3), and which provides services related to public health or safety to the county
21or municipality; a nonprofit corporation operating the Olympic ice training center
22under s. 42.11 (3); or a formally constituted subunit of any of the foregoing.
SB423, s. 6
23Section
6. 19.62 (8) of the statutes is amended to read:
SB423,19,424
19.62
(8) "State authority" means an authority that is a state elected official,
25agency, board, commission, committee, council, department or public body corporate
1and politic created by constitution, statute, rule or order; a state governmental or
2quasi-governmental corporation;
a public purpose corporation, as defined in s.
3181.79 (1); the supreme court or court of appeals; the assembly or senate; or a
4nonprofit corporation operating the Olympic ice training center under s. 42.11 (3).
SB423,19,167
19.82
(1) "Governmental body" means a state or local agency, board,
8commission, committee, council, department or public body corporate and politic
9created by constitution, statute, ordinance, rule or order; a governmental or
10quasi-governmental corporation except for the Bradley center sports and
11entertainment corporation; a local exposition district under subch. II of ch. 229;
any
12public purpose corporation, as defined in s. 181.79 (1); a nonprofit corporation
13operating the Olympic ice training center under s. 42.11 (3); or a formally constituted
14subunit of any of the foregoing, but excludes any such body or committee or subunit
15of such body which is formed for or meeting for the purpose of collective bargaining
16under subch. I, IV or V of ch. 111.
SB423, s. 8
17Section
8. 30.92 (1) (br) 5. of the statutes is amended to read:
SB423,19,2018
30.92
(1) (br) 5. Does not
have articles of incorporation or bylaws which limit
19or deny the right of any member or any class of members to vote
, as
provided 20permitted under s.
181.16 181.0721 (1).
SB423, s. 9
21Section
9. 32.19 (4) (a) (intro.) of the statutes is amended to read:
SB423,20,622
32.19
(4) (a)
Owner-occupants. (intro.) In addition to amounts otherwise
23authorized by this subchapter, the condemnor shall make a payment, not to exceed
24$25,000, to any displaced person who is displaced from a dwelling actually owned
25and occupied, or from a mobile home site actually owned or occupied, by the displaced
1person for not less than 180 days prior to the initiation of negotiations for the
2acquisition of the property. For the purposes of this paragraph, a
nonprofit 3corporation organized under ch. 181
that is a nonprofit corporation, as defined in s.
4181.0103 (17), may, if otherwise eligible, be considered a displaced owner. A
5displaced owner may elect to receive the payment under par. (b) 1. in lieu of the
6payment under this paragraph. Such payment includes only the following:
SB423, s. 10
7Section
10. 32.19 (4) (b) (intro.) of the statutes is amended to read:
SB423,20,178
32.19
(4) (b)
Tenants and certain others. (intro.) In addition to amounts
9otherwise authorized by this subchapter, the condemnor shall make a payment to
10any individual or family displaced from any dwelling which was actually and
11lawfully occupied by such individual or family for not less than 90 days prior to the
12initiation of negotiations for the acquisition of such property or, if displacement is not
13a direct result of acquisition, such other event as determined by the department of
14commerce by rule. For purposes of this paragraph, a
nonprofit corporation organized
15under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17), may, if
16otherwise eligible, be considered a displaced tenant. Subject to the limitations under
17par. (bm), such payment shall be either:
SB423, s. 11
18Section
11. 32.22 (12) (a) (intro.) of the statutes is amended to read:
SB423,21,219
32.22
(12) (a) (intro.) Nothing in this section requires the municipality to
20rehabilitate a residential building, if it appears at any time that total cost of
21rehabilitation, including structural repairs and alterations, exceeds 80% of the
22estimated fair market value of the building when rehabilitation is complete. If the
23municipality determines under this paragraph not to rehabilitate a residential
24building condemned under this section, the municipality shall sell the building to
1any
nonprofit corporation organized under ch. 181
that is a nonprofit corporation, as
2defined in s. 181.0103 (17), or any cooperative organized under ch. 185 which:
SB423,21,65
36.54
(2) (a) 1. "Corporation" means a nonstock
, nonprofit corporation
6organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 13
7Section
13. 44.03 (3) of the statutes is amended to read:
SB423,21,218
44.03
(3) Every affiliated society shall make a report of its work annually to
9the historical society that contains the information specified in s.
181.651 181.1622 10(1) (a) to
(c) (e), which, in its entirety or in part, may be included in the publications
11of the historical society, and upon application of any affiliated society the historical
12society may accept, in behalf of the state, custody of or title to the property, records
13and collections of the affiliated society or may assist in the disposal thereof. If any
14affiliated society becomes, in the opinion of the board of curators of the historical
15society, inactive or defunct, title to such property, records and collections not
16otherwise provided for in the grants of donors or in the articles of incorporation of the
17inactive and defunct society, shall vest in the historical society which shall take
18appropriate action in the public interest for the protection or disposal of such
19property, records and collections. Preference in disposition shall be given to
20historical or related organizations in the area or to whatever county or local
21governmental unit that has aided such affiliate financially.
SB423, s. 14
22Section
14. 44.60 (1) (b) of the statutes is amended to read:
SB423,21,2523
44.60
(1) (b) "Nonprofit arts organization" means a
nonprofit corporation
24organized under ch. 181
, that is a nonprofit corporation as defined in s. 181.0103 (17), 25for the purpose of furthering the arts.
SB423, s. 15
1Section
15. 45.052 (1) (b) of the statutes is amended to read:
SB423,22,32
45.052
(1) (b) The powers set forth in s.
181.04 181.0302 and all other
3applicable provisions of ch. 181.
SB423, s. 16
4Section
16. 45.38 (1) (c) of the statutes is amended to read:
SB423,22,75
45.38
(1) (c) "Nonprofit corporation" means a nonstock
, nonprofit corporation
6that is organized under ch. 181
or any law amendatory thereof or supplemental
7thereto and that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 17
8Section
17. 46.035 (1) (c) of the statutes is amended to read:
SB423,22,129
46.035
(1) (c) The term "nonprofit corporation" means a nonstock
, nonprofit 10corporation
that is organized under ch. 181
or any law amendatory thereof or
11supplemental thereto and that is a nonprofit corporation, as defined in s. 181.0103
12(17).
SB423, s. 18
13Section
18. 46.036 (5m) (a) 1. of the statutes is amended to read:
SB423,22,1714
46.036
(5m) (a) 1. "Provider" means a
nonprofit, nonstock corporation
15organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17),
16and that contracts under this section to provide client services on the basis of a unit
17rate per client service.
SB423, s. 19
18Section
19. 46.21 (2) (nm) of the statutes is amended to read:
SB423,22,2319
46.21
(2) (nm) May, together with a nonstock
, nonprofit corporation organized
20under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17), and that
21is organized solely for the purpose of operating duly accredited educational programs
22offering baccalaureate and associate degrees in nursing and allied health fields,
23maintain and fund the programs.
SB423, s. 20
24Section
20. 46.27 (1) (a) 3. of the statutes is amended to read:
SB423,23,2
146.27
(1) (a) 3. A private
, nonprofit corporation that is organized under ch. 181
2and that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 21
3Section
21. 46.27 (1) (bm) of the statutes is amended to read:
SB423,23,74
46.27
(1) (bm) "Private nonprofit agency" means a nonprofit corporation, as
5defined in s.
181.02 (8) 181.0103 (17), which provides comprehensive health care
6services to elderly persons and which participates in the On Lok replication
7initiative.
SB423, s. 22
8Section
22. 46.81 (1) (a) 3. of the statutes is amended to read:
SB423,23,109
46.81
(1) (a) 3. A private
, nonprofit corporation that is organized under ch. 181
10and that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 23
11Section
23. 46.82 (1) (a) 3. of the statutes is amended to read:
SB423,23,1312
46.82
(1) (a) 3. A private
, nonprofit corporation that is organized under ch. 181
13and that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 24
14Section
24. 46.93 (1m) (c) of the statutes is amended to read:
SB423,23,1715
46.93
(1m) (c) "Nonprofit corporation" means a nonstock
, nonprofit corporation
16that is organized under ch. 181
and that is a nonprofit corporation, as defined in s.
17181.0103 (17).
SB423, s. 25
18Section
25. 46.997 (1) (d) of the statutes is amended to read:
SB423,23,2119
46.997
(1) (d) "Nonprofit corporation" means a nonstock
, nonprofit corporation
20that is organized under ch. 181
and that is a nonprofit corporation, as defined in s.
21181.0103 (17).
SB423, s. 26
22Section
26. 49.134 (1) (c) of the statutes is amended to read:
SB423,24,223
49.134
(1) (c) "Nonprofit, tax-exempt corporation" means a nonstock
, nonprofit 24corporation organized under ch. 181
that is a nonprofit corporation, as defined in s.
1181.0103 (17), and that is exempt from taxation under section
501 (c) of the internal
2revenue code.
SB423, s. 27
3Section
27. 49.34 (5m) (a) 1. of the statutes is amended to read:
SB423,24,74
49.34
(5m) (a) 1. "Provider" means a
nonprofit, nonstock corporation organized
5under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17), and that
6contracts under this section to provide client services on the basis of a unit rate per
7client service.
SB423, s. 28
8Section
28. 59.43 (2) (ag) 1. of the statutes is amended to read:
SB423,24,139
59.43
(2) (ag) 1. After June 30, 1991, and subject to s. 59.72 (5), for recording
10any instrument entitled to be recorded in the office of the register of deeds, $10 for
11the first page and $2 for each additional page, except that no fee may be collected for
12recording a change of address that is exempt from a filing fee under s.
181.68 (1) (b)
13or (e) or 185.83 (1) (b).
SB423, s. 29
14Section
29. 59.57 (2) (e) 2. of the statutes is amended to read:
SB423,24,2415
59.57
(2) (e) 2. The articles of incorporation shall be signed and acknowledged
16by persons designated by the board or where counties join in the formation of the
17agency by the boards of those counties and shall include at least 3 of the following
18from each county: the county executive, if there is one; the chairperson of the board;
19the chairperson of the board finance committee, if there is one; the county
20corporation counsel and the county auditor or treasurer in counties having no county
21auditor, and only those persons so signing and acknowledging the articles of
22incorporation shall for the purposes of ch. 181 be the incorporators of the agency.
23When counties join in the formation of the agency, the articles of incorporation shall
24be recorded in the office of the register of deeds of each county.
SB423, s. 30
25Section
30. 59.82 (1) (a) of the statutes is amended to read:
SB423,25,3
159.82
(1) (a) A nonstock
, nonprofit corporation is organized under ch. 181
, and
2that corporation is a nonprofit corporation as defined in s. 181.0103 (17), organized 3for the sole purpose of developing a research and technology park under sub. (2).
SB423, s. 31
4Section
31. 66.501 (6) of the statutes is amended to read:
SB423,25,115
66.501
(6) Definitions. Unless context otherwise requires, the terms
6"buildings", "new buildings" and "existing buildings" as used in this section include
7all buildings, structures, improvements, facilities, equipment or other capital items
8which the governing body of the city, village or town determines to be necessary or
9desirable for the purpose of providing hospital facilities. The term "nonprofit
10corporation" means a nonstock
, nonprofit corporation organized under ch. 181
that
11is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 32
12Section
32. 66.504 (1) (b) of the statutes is amended to read:
SB423,25,1413
66.504
(1) (b) "Nonprofit corporation" means a nonstock
, nonprofit corporation
14organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 33
15Section
33. 95.14 (4) of the statutes is amended to read:
SB423,25,1816
95.14
(4) Any such corporation shall have the general powers of other
17corporations and its articles of organization shall conform to s.
181.31 181.0202 with
18such modifications as this section requires.
SB423, s. 34
19Section
34. 106.13 (4) (a) 1. of the statutes is amended to read:
