Wisconsin Statutes §181.1107 outlines the requirements for the annual report of a nonprofit corporation. This report must be filed with the Wisconsin Department of Financial Institutions. The statute specifies that the report should include information such as the corporation’s name, registered agent and office, and the names and addresses of its directors and principal officers. Furthermore, it requires a statement of the activities undertaken by the corporation during the preceding fiscal year and a financial statement. The filing fee for the annual report is also a crucial component. Failure to file the annual report can lead to administrative dissolution of the nonprofit corporation by the state. The question tests the understanding of the essential components and the authority responsible for receiving this annual filing in Wisconsin, distinguishing it from federal reporting requirements or general corporate governance principles not specific to Wisconsin’s statutory framework for nonprofits. The specific statutory reference and the state agency are key elements to identify the correct answer.

The scenario describes a situation where a nonprofit corporation in Wisconsin is considering amending its articles of incorporation to change its purpose. Wisconsin law, specifically the Wisconsin Nonprofit Corporation Law, outlines the procedures for such amendments. Generally, amendments to the articles of incorporation require approval by the board of directors and then by the members, if the corporation has members. The specific voting thresholds are crucial. For a significant change like altering the corporate purpose, a supermajority vote of the members is typically required, often two-thirds of the votes cast by members entitled to vote thereon, assuming a quorum is present. The board’s role is to propose the amendment and submit it to the members. The articles themselves or the bylaws might specify higher voting thresholds. Therefore, to effectively amend the articles of incorporation to change its stated purpose, the nonprofit must adhere to the statutory requirements for member approval, which necessitates a supermajority vote of the membership. This process ensures that fundamental changes to the organization’s mission are supported by a significant portion of its stakeholders.

Wisconsin Statute §181.1101 outlines the powers of a nonprofit corporation. Specifically, it grants the corporation the power to make donations for the public good. This power is inherent to the nature of many nonprofit organizations whose missions often involve charitable or public benefit activities. When a nonprofit corporation in Wisconsin makes a donation, it is exercising this statutory power. The question revolves around the proper governance of such a donation, particularly concerning the role of the board of directors. Wisconsin law, as codified in Chapter 181, vests the management and control of a nonprofit corporation in its board of directors. Therefore, any significant decision, including the approval of a substantial donation, must be made by the board or delegated appropriately according to the corporation’s bylaws. The approval process ensures that the donation aligns with the corporation’s mission, is managed responsibly, and complies with any applicable federal or state regulations, such as those pertaining to lobbying or political expenditures if the donation has such implications. The board’s fiduciary duties, including the duty of care and the duty of loyalty, are paramount in overseeing such financial decisions. Without board approval, a donation, even if seemingly aligned with the nonprofit’s purpose, could be considered an unauthorized act, potentially leading to internal governance issues or external scrutiny.

The scenario describes a situation where a Wisconsin nonprofit corporation, “Green Valley Conservancy,” is considering amending its articles of incorporation to change its purpose. Wisconsin law, specifically under Chapter 181 of the Wisconsin Statutes, governs nonprofit corporations. A fundamental change to the corporation’s purpose, as outlined in its articles of incorporation, requires a specific procedure. This procedure typically involves a resolution approved by the board of directors, followed by a vote of the members. The Wisconsin Nonprofit Corporation Law, often found in Chapter 181, mandates that amendments to the articles of incorporation, especially those affecting the fundamental purpose or structure of the organization, must be adopted by a certain percentage of the voting power of the members. While the exact percentage can vary based on the corporation’s bylaws, a common threshold for significant amendments like changing the purpose is a two-thirds vote of the members present and voting at a meeting where a quorum is present, or as otherwise specified in the bylaws, which often align with statutory requirements. The question probes the understanding of this procedural requirement for amending the articles of incorporation, focusing on the necessary member approval. The board’s initial resolution is a prerequisite, but it is the member vote that ultimately effects the change to the articles. Therefore, the correct answer reflects the requirement for member approval of such a significant amendment.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the procedures for dissolving a nonprofit corporation. For a voluntary dissolution initiated by the board of directors, the process generally involves the board adopting a resolution recommending dissolution, followed by a vote of the members. However, if the nonprofit has no members, or if the articles of incorporation or bylaws do not specify a member vote for dissolution, the board’s resolution alone can be sufficient to initiate the dissolution process, provided it is properly documented and approved by the required number of directors as per the corporation’s governing documents and Wisconsin law. Following the board’s decision, the corporation must file a Notice of Intent to Dissolve with the Wisconsin Department of Financial Institutions. This notice triggers a period during which the corporation must wind up its affairs, which includes ceasing operations, collecting assets, paying debts and liabilities, and distributing remaining assets to designated recipients. The final step involves filing Articles of Dissolution with the Department of Financial Institutions after all winding up activities are completed. The question hinges on the scenario where a nonprofit has no members, and the bylaws are silent on member dissolution votes. In such a case, the board’s action is the primary driver for initiating dissolution.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the requirements for the dissolution of nonprofit corporations. When a nonprofit corporation voluntarily dissolves, it must follow a specific process to wind up its affairs. This process involves ceasing its business operations, collecting its assets, paying or making provision for its liabilities, and distributing any remaining assets. Section 181.1405 of the Wisconsin Statutes details the procedure for voluntary dissolution. It mandates that after the liabilities have been discharged or adequate provision has been made for them, any remaining assets must be distributed to one or more domestic or foreign corporations or entities that are qualified under Wisconsin law to receive assets for charitable purposes. This typically means distribution to other 501(c)(3) organizations or entities with similar tax-exempt purposes. The key is that the distribution must be for a purpose that would have been lawful for the dissolving corporation. The question asks about the distribution of remaining assets after all debts and liabilities are settled. The law requires these assets to be distributed to organizations that are qualified to receive assets for charitable purposes. Therefore, distributing to a for-profit entity or individuals, even if they were founders, would not align with the charitable purpose of a nonprofit corporation and the dissolution requirements under Wisconsin law.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the requirements for nonprofit corporations. When a nonprofit corporation in Wisconsin wishes to merge with another entity, the process involves several statutory steps to ensure proper governance and protection of member and public interests. For a merger to be legally effective, the board of directors of each corporation must adopt a resolution approving the plan of merger. This plan must detail the terms and conditions of the merger, the manner of converting the interests of members or other stakeholders, and any amendments to the articles of incorporation of the surviving corporation. Following board approval, the plan of merger must be submitted to the members for their approval. Wisconsin law generally requires a two-thirds vote of the members present and voting at a meeting where a quorum is present, unless the articles of incorporation or bylaws specify a different voting threshold, provided it is not less than a majority. The dissenting members, those who vote against the merger, may have appraisal rights, allowing them to demand fair cash value for their interests, as defined by statute. After member approval, the surviving corporation must file articles of merger with the Wisconsin Secretary of State. This filing is the legal act that consummates the merger. The explanation of the process for a Wisconsin nonprofit merger involves understanding the roles of the board and members, the necessity of a detailed merger plan, and the critical filing with the state.

Wisconsin Statute § 181.0831 governs the indemnification of directors and officers of nonprofit corporations. This statute permits a nonprofit corporation to indemnify its directors and officers against liabilities incurred in their capacities as such, provided certain conditions are met. Specifically, indemnification is permissible if the individual acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation, and with respect to any criminal action, if the person had no reasonable cause to believe their conduct was unlawful. The statute also outlines procedures for the determination of eligibility for indemnification, which can be made by the board of directors, a special legal counsel, or the membership. Furthermore, § 181.0832 allows for the purchase of insurance to cover the liability of directors and officers, which can provide indemnification even if the corporation itself cannot under § 181.0831. In the scenario presented, the board of directors of the Wisconsin nonprofit, “Prairie Stewardship Alliance,” is considering indemnifying its treasurer, Mr. Abernathy, for legal expenses incurred defending against a frivolous lawsuit alleging mismanagement of funds. The lawsuit was initiated by a disgruntled former volunteer and has no factual basis. Mr. Abernathy acted in good faith, diligently managed the funds according to the corporation’s policies and the treasurer’s duties, and there is no indication of any unlawful conduct on his part. Therefore, under § 181.0831, the corporation may indemnify Mr. Abernathy for these legal defense costs, as his actions were in good faith and he had no reasonable cause to believe his conduct was unlawful. The corporation also has the option to purchase directors and officers liability insurance, which could cover such expenses. The question focuses on the direct statutory authority for indemnification.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the procedures for dissolving a nonprofit corporation. For a voluntary dissolution initiated by the board of directors, the process generally involves a resolution by the board of directors, followed by approval by the members. However, if the corporation has no members, or if the articles of incorporation or bylaws do not provide for member voting on dissolution, the board of directors may adopt a resolution to dissolve. Following the board’s adoption of a dissolution resolution, the corporation must then file Articles of Dissolution with the Wisconsin Secretary of State. This filing officially signals the commencement of the dissolution process. The law requires that the corporation cease conducting its activities except those necessary to wind up its affairs. During the winding-up period, the corporation must notify creditors, collect its assets, and pay or make provision for its liabilities. Finally, after the affairs are wound up, a final Articles of Dissolution must be filed. The question probes the initial step required by the board when initiating a voluntary dissolution under Wisconsin law, assuming no member approval is necessary due to the corporation’s structure. The correct initial filing required after the board’s resolution is the Articles of Dissolution.

In Wisconsin, when a nonprofit corporation’s articles of incorporation do not specify a term of existence, the corporation is presumed to have perpetual existence. This is a foundational principle of corporate law, including for nonprofit entities, unless otherwise stated. Wisconsin Statutes § 181.0105, which governs nonprofit corporations, generally presumes perpetual existence for corporations formed under its provisions, absent a specific limitation in the articles of incorporation. This perpetual existence means the corporation continues indefinitely until dissolved through a formal process, such as a vote of the members or directors, or by judicial decree, or by administrative action for failure to comply with statutory requirements. Therefore, if the articles are silent on the duration, the default is perpetual. This is a key aspect of corporate continuity and allows for long-term planning and operation without the need for periodic re-chartering based on a fixed term.

The Wisconsin Nonprofit Corporation Law, specifically under Chapter 181 of the Wisconsin Statutes, outlines the requirements for corporate governance. A critical aspect of this is the process for amending articles of incorporation. Section 181.1003 of the Wisconsin Statutes details that amendments to the articles of incorporation must be adopted by the board of directors and then approved by the members. For a membership vote, the statute generally requires approval by a majority of the votes cast by members entitled to vote on the amendment, unless the articles of incorporation or bylaws specify a greater quorum or voting requirement. In this scenario, the board unanimously approved the amendment. However, the bylaws of the Wisconsin Historical Preservation Society, a nonprofit corporation, stipulate that any amendment to the articles of incorporation requires a two-thirds majority vote of the entire membership. Since the proposed amendment received only 60% of the votes cast by members entitled to vote, it did not meet the two-thirds supermajority requirement stipulated in the society’s bylaws. Therefore, the amendment fails to be adopted. The key is that while state law provides a default, a nonprofit can, and often does, establish stricter voting thresholds in its governing documents, which then supersede the statutory default.

The scenario describes a situation where a Wisconsin nonprofit corporation, “Green Valley Conservancy,” is considering a significant alteration to its mission statement. The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, governs such changes. Section 181.1103 of these statutes outlines the procedure for amending articles of incorporation. This amendment requires a resolution to be adopted by the board of directors and then submitted to the members for approval. The law mandates that a resolution to amend the articles must be approved by a majority of the votes cast by the members entitled to vote thereon at a meeting of members, provided that the meeting has been duly called and notice of the proposed amendment was given. The notice must include the text of the proposed amendment. In this case, the board of directors of Green Valley Conservancy has approved the amendment, and it is now presented to the members. The critical element for effective approval, beyond the board’s initial action, is the member vote and the proper notification process. Therefore, the most appropriate next step, according to Wisconsin nonprofit law, is to submit the proposed amendment to the members for their vote, ensuring proper notice is provided. This process ensures that the members, who are the ultimate stakeholders of the nonprofit, have the opportunity to approve or reject fundamental changes to the organization’s governing documents.

The scenario describes a situation where a Wisconsin nonprofit corporation, “Green Valley Conservancy,” is seeking to amend its articles of incorporation to change its mission statement and corporate name. Wisconsin Statute § 181.1007 governs the amendment of articles of incorporation for nonprofit corporations. This statute requires that amendments be adopted by the board of directors and then submitted to the members for approval. Specifically, § 181.1007(1) states that “The articles of incorporation may be amended by the corporation adopting a resolution of amendment. The resolution of amendment shall be adopted by the board of directors and then submitted to the members for approval.” Unless the articles of incorporation specify a higher voting threshold, a majority of the votes cast by members entitled to vote at a meeting at which a quorum is present is generally sufficient for member approval. Therefore, the board must first approve the amendment resolution, and then the members must approve it by a majority vote of those voting at a properly convened meeting with a quorum. The process does not require a supermajority vote unless explicitly stated in the articles or bylaws, nor does it mandate approval from the Wisconsin Department of Financial Institutions for this type of amendment. The attorney general’s office is typically involved in matters concerning charitable trusts or significant breaches of fiduciary duty, not routine amendments to articles of incorporation.

In Wisconsin, a nonprofit corporation’s ability to amend its articles of incorporation is governed by Wisconsin Statutes § 181.1002. This statute outlines the procedure for such amendments. Generally, amendments require a resolution adopted by the board of directors and then approval by a majority of the votes cast by the members entitled to vote on the amendment, or if there are no members or no provision for member voting, by a majority of the directors. The question presents a scenario where the board of directors unanimously approved an amendment to the articles of incorporation, but the corporation’s bylaws require a two-thirds majority vote of the members for any amendment to the articles. Wisconsin law prioritizes the articles of incorporation over conflicting provisions in the bylaws if the articles themselves were properly adopted and filed. However, if the bylaws were adopted in accordance with the articles and state law, and the articles provide for member voting on amendments, the bylaws can dictate a higher voting threshold than the minimum required by state statute for amendments that impact member rights or corporate structure. The key here is that the bylaws, if properly adopted and not in conflict with the articles on fundamental governance principles, can impose stricter requirements. In this specific case, the bylaws mandate a two-thirds member vote, and the articles, by reference or implication in the bylaws, might have established this requirement for amendments affecting the corporate structure. Therefore, the board’s unanimous approval is insufficient if the bylaws, which are binding on the corporation and its members, require a higher threshold that was not met. The amendment would be invalid if the bylaws’ higher voting requirement was not satisfied.

Wisconsin Statute § 181.1104 outlines the requirements for the annual meeting of a nonprofit corporation. This statute mandates that unless otherwise provided in the articles of incorporation or bylaws, an annual meeting for the election of directors and the transaction of other business must be held at a time and place determined by the board of directors. Furthermore, if the board fails to determine a time and place, the annual meeting shall be held at the principal office of the corporation. The statute also addresses the quorum requirement for shareholder meetings, which is typically a majority of the votes entitled to be cast at the meeting, unless the articles or bylaws specify a different number. In the context of a Wisconsin nonprofit, the board of directors has the primary responsibility for ensuring that these meetings are properly called and conducted according to the governing documents and state law. The absence of a designated meeting time and place by the board does not negate the requirement for the meeting to occur; it merely shifts the default location to the principal office. The purpose of the annual meeting is crucial for the ongoing governance and accountability of the nonprofit, allowing for the election of leadership and review of organizational performance.

Wisconsin Statute § 181.0821 governs the procedures for a nonprofit corporation to amend its articles of incorporation. The process requires a resolution by the board of directors proposing the amendment, followed by a vote of the members. For amendments that alter the rights of members or change the fundamental nature of the corporation, a supermajority of members is typically required. Specifically, if the articles require a greater vote, that requirement applies. Otherwise, unless the articles specify a different threshold, a majority of the votes cast by members entitled to vote at a meeting where a quorum is present is generally sufficient for most amendments. However, for amendments that would affect the rights of a particular class of members, or for certain fundamental changes, a higher threshold such as two-thirds of the votes cast by those members, or even two-thirds of all members entitled to vote, might be stipulated by the articles or bylaws to ensure broad consensus. The question presents a scenario where the articles of incorporation are silent on the specific voting threshold for amendments, and the board proposes an amendment to change the organization’s primary purpose. In such a case, absent specific provisions in the articles or bylaws, the default statutory provisions for fundamental changes, which often require a more robust member approval than routine matters, would apply. Wisconsin law, particularly in § 181.1003, addresses changes in purpose, and generally requires a vote of two-thirds of the votes cast by members entitled to vote at a meeting at which a quorum is present, or such greater proportion as the articles or bylaws may require. Therefore, a two-thirds vote of members present and voting, assuming a quorum, is the most appropriate standard for a significant change like altering the primary purpose when the articles are silent.

The scenario involves a Wisconsin nonprofit corporation, “Riverbend Conservancy,” which is seeking to amend its articles of incorporation to change its mission from environmental preservation to community arts programming. Wisconsin Statute § 181.1003 outlines the procedure for amending articles of incorporation for nonprofit corporations. This statute requires that any amendment must be adopted by the board of directors and then approved by the members. Specifically, § 181.1003(1) states that the board shall adopt a resolution setting forth the amendment proposed, which shall be submitted to the members for approval. Section § 181.1003(2) further clarifies that approval by members requires the affirmative vote of a majority of all members entitled to vote on the amendment, unless the articles of incorporation or bylaws specify a greater proportion. Therefore, for Riverbend Conservancy to legally amend its articles of incorporation to reflect a new mission, the proposed amendment must first be approved by its board of directors and subsequently by a majority of its voting members. The concept of member approval is central to nonprofit governance, ensuring that the membership has a voice in fundamental changes to the organization’s structure and purpose. This aligns with the principle of democratic governance within nonprofit entities, as established by Wisconsin law.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the requirements for nonprofit corporations. Section 181.1622 addresses the procedures for holding annual meetings. This statute generally requires that notice of the annual meeting be given to all members entitled to vote. The notice must include the date, time, and place of the meeting. While the law permits notice by mail or electronic transmission, it also allows for alternative methods if specified in the articles of incorporation or bylaws, provided these methods are reasonably calculated to inform the members. The concept of “reasonable notice” is crucial; it implies that the method chosen must effectively reach the intended recipients. For a membership of 500 individuals, a single email to a general organizational address that is not actively monitored by all members would likely not be considered reasonably calculated to inform. Similarly, posting a notice on a public website without further direct communication might also be insufficient, depending on the organization’s established communication channels and the members’ reasonable expectations. A more robust approach, such as direct email to individual member addresses or postal mail, would typically be required to satisfy the statutory requirement of providing notice to all members entitled to vote. The question tests the understanding of what constitutes adequate notice under Wisconsin law for a membership meeting, emphasizing the “reasonably calculated to inform” standard.

Wisconsin Statute § 181.1101 governs the rights and responsibilities of nonprofit directors. This statute outlines the duty of care, which requires directors to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. The duty of loyalty requires directors to act in the best interests of the corporation and to avoid self-dealing and conflicts of interest. When a director has a personal interest in a transaction, they must disclose it and recuse themselves from voting on the matter. If the director fails to do so, the transaction may be voidable by the corporation. In the scenario presented, Director Anya’s failure to disclose her personal financial interest in the consulting contract awarded to her brother’s firm, and her subsequent participation in the vote, constitutes a breach of her duty of loyalty. This breach is particularly significant because the contract was awarded without a competitive bidding process, which further raises concerns about the fairness and best interests of the corporation. The Wisconsin Business Corporation Law, which shares similar principles with nonprofit governance statutes, generally allows for a transaction to be ratified by the board or shareholders if the conflict is fully disclosed, or if the transaction is fair to the corporation. However, Anya’s actions, specifically the lack of disclosure and participation in the vote, directly violate the core tenets of fiduciary duty in Wisconsin nonprofit law. The corporation, upon discovering the breach, would have grounds to void the contract and potentially seek damages from Director Anya for any financial harm caused.

In Wisconsin, a nonprofit corporation’s ability to merge with another entity is governed by specific statutory provisions designed to protect the interests of members, creditors, and the public. Wisconsin Statutes Chapter 181 outlines the framework for nonprofit corporations. When a nonprofit corporation proposes a merger, the board of directors must approve a plan of merger. This plan typically includes details such as the terms and conditions of the merger, the manner of converting the interests of members or other stakeholders, and amendments to the articles of incorporation of the surviving entity. Following board approval, the plan must be submitted to the members for their vote. The required vote threshold for member approval is generally two-thirds of the votes cast by members entitled to vote thereon, unless the articles of incorporation or bylaws specify a different, higher threshold. This supermajority requirement ensures that significant member consensus is achieved before such a fundamental corporate action is undertaken. Creditors’ rights are also considered; while not requiring direct creditor approval, notice provisions may be in place. The ultimate filing of the merger documents with the Wisconsin Secretary of State consummates the merger. The scenario described involves a nonprofit seeking to merge, and the critical step for member approval requires a supermajority vote of those casting votes, not necessarily two-thirds of all members entitled to vote, unless otherwise stipulated in the governing documents.

The scenario involves a Wisconsin nonprofit corporation that has received a significant bequest intended for a specific program. The question tests understanding of the fiduciary duties of directors, particularly the duty of loyalty and the duty of care, in managing restricted funds. When a donor designates funds for a particular purpose, the nonprofit has a legal obligation to honor that restriction. Directors must act prudently and in good faith to ensure these funds are used as intended. Failure to do so could be a breach of their fiduciary duties. The Wisconsin Nonprofit Corporation Law, specifically Chapter 181, outlines these responsibilities. Directors must exercise ordinary care and prudence in managing the corporation’s assets, including restricted donations. They cannot divert these funds to other purposes without proper legal authorization, such as seeking court approval or consent from the donor or their representative, if feasible and legally permissible under Wisconsin law and the terms of the bequest. The directors’ primary obligation is to the mission and the donor’s intent, not to their personal preferences or other organizational needs that are not aligned with the restriction. Therefore, the most appropriate action is to consult legal counsel to understand the precise terms of the bequest and the legal avenues for managing or potentially re-purposing the funds if absolutely necessary and permissible, while prioritizing adherence to the donor’s intent.

In Wisconsin, the authority of a nonprofit corporation’s board of directors to delegate certain powers is governed by the Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes. While boards generally possess broad oversight and decision-making authority, the law allows for delegation of certain operational or specific tasks to committees or officers, provided such delegation is in accordance with the articles of incorporation, bylaws, and the statutes themselves. Section 181.0820 of the Wisconsin Statutes addresses board committees. It permits the board to create one or more committees and appoint members to them. However, there are limitations on what powers can be delegated. Specifically, committees generally cannot be authorized to take action on matters that require full board approval under the statutes, such as approving a merger, dissolution, or amending the articles of incorporation, unless specifically permitted by statute or the articles. The question asks about a specific delegation of the power to authorize a significant financial transaction exceeding a certain threshold, which typically requires full board deliberation and approval to ensure proper fiduciary oversight and compliance with corporate governance principles. Delegating this to a single officer without clear limits or board ratification would likely exceed the scope of permissible delegation under Wisconsin law, as it bypasses the collective judgment and responsibility of the entire board for material financial decisions. The bylaws or a board resolution would need to explicitly grant such authority to an officer or a committee, and even then, such delegation must not contravene the statutory duties of the board. The threshold for requiring board approval for significant financial transactions is not a fixed statutory number but is determined by the organization’s bylaws and the materiality of the transaction to the organization’s financial health and mission. However, the act of delegating the *sole* authority to authorize such a transaction to an officer, without specific limitations or oversight mechanisms, is the core issue. The most prudent and legally sound approach for a board to handle such a delegation would be to establish clear guidelines and reporting requirements, or to delegate to a committee of the board, rather than an individual officer for such a significant financial commitment. Therefore, the most appropriate action for the board, considering the potential for exceeding its delegated authority and the need for robust governance, is to establish a finance committee with defined powers to oversee such transactions, or to directly approve the transaction itself after thorough review.

The Wisconsin Nonprofit Corporation Law, specifically under Chapter 181 of the Wisconsin Statutes, outlines the procedures for a nonprofit corporation to dissolve. When a nonprofit corporation intends to dissolve voluntarily, the process typically involves several key steps to ensure proper winding up of affairs and distribution of assets. According to Wisconsin Statute § 181.1402, a voluntary dissolution can be initiated by the corporation’s board of directors. Following the board’s approval, the dissolution must be submitted for member approval if the corporation has members. The statute requires that the dissolution be approved by a majority of the votes cast by the members entitled to vote thereon at a meeting of members, or by a greater percentage if specified in the articles of incorporation or bylaws. After member approval, the corporation must file articles of dissolution with the Wisconsin Secretary of State. During the winding up period, the corporation continues to exist to the extent necessary to wind up its affairs, which includes ceasing to carry on its activities except as necessary for winding up, notifying creditors, collecting assets, and paying liabilities. Wisconsin Statute § 181.1406 details the distribution of assets upon dissolution. Assets held in a restricted fund or dedicated to a specific purpose, as outlined in the articles of incorporation or bylaws, must be distributed to another organization that is tax-exempt under Section 501(c)(3) of the Internal Revenue Code and whose purposes are substantially similar to those of the dissolving corporation. If no such organization is designated or if the designated organization cannot accept the assets, the assets are to be distributed to the circuit court for the county in which the corporation’s principal office is located, for distribution to a qualified organization. Therefore, the primary legal mechanism for ensuring the proper disposition of assets for a dissolved Wisconsin nonprofit, particularly those with donor restrictions or specific programmatic intent, is through distribution to a similarly qualified 501(c)(3) organization.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the procedures for amending articles of incorporation. For a nonprofit corporation, amendments typically require a resolution approved by the board of directors and then a vote by the members. The statute generally requires a majority vote of the members present at a meeting where a quorum is established, or a higher percentage if specified in the articles or bylaws. In this scenario, the board of directors of the “Green Valley Conservancy,” a Wisconsin nonprofit, proposed amending its articles to change its mission statement. The articles of incorporation did not specify a different voting threshold for amendments. A special meeting of the members was called, and a quorum was present. The amendment received 60% of the votes cast by the members present. This percentage meets the statutory requirement for a majority of votes cast where a quorum is present, assuming no higher threshold is mandated by the bylaws. Therefore, the amendment is considered adopted.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, governs the operations of nonprofit corporations within the state. A key aspect of this law pertains to the fiduciary duties of directors, which include the duty of care and the duty of loyalty. The duty of care requires directors to act with the care that a reasonably prudent person in a like position would exercise under similar circumstances. This includes making informed decisions by gathering sufficient information and considering all material relevant factors. The duty of loyalty mandates that directors must act in the best interests of the corporation and its members, avoiding self-dealing and conflicts of interest. When a director has a personal interest in a transaction, they must disclose this interest and recuse themselves from voting on the matter, or the transaction must be approved by a majority of disinterested directors or members, provided the transaction is fair to the corporation. Failure to adhere to these duties can result in personal liability for directors. In the scenario presented, the proposed transaction involves a director’s business, creating a potential conflict of interest. To satisfy the duty of loyalty and ensure the transaction is permissible under Wisconsin law, the director must disclose their interest. Furthermore, the transaction must be approved by a vote of the board of directors where a majority of the disinterested directors approve it, or by a vote of the members, provided the transaction is fair to the corporation. The question asks about the *sole* permissible action that *guarantees* compliance with fiduciary duties. While disclosure is a necessary first step, it alone does not validate a conflicted transaction. The ultimate validation requires a fair process of approval by those without the conflict. The most robust method to ensure compliance and avoid potential challenges is to have the transaction reviewed and approved by a majority of the directors who have no personal interest in the matter, and for that transaction to be demonstrably fair to the nonprofit. This process, outlined in Wisconsin Statutes § 181.0831, provides a clear path for validating conflicted transactions.

The Wisconsin Nonprofit Corporation Law, specifically under Chapter 181 of the Wisconsin Statutes, outlines the requirements for annual meetings and the notice thereof. Section 181.0705(2)(a) states that written notice of an annual meeting must be given to each member entitled to vote. This notice must be given no fewer than 10 nor more than 60 days before the meeting. For a meeting scheduled on October 15th, the earliest date the notice could be sent is August 17th (60 days prior) and the latest date is September 25th (10 days prior). Therefore, a notice sent on September 20th falls within this permissible window. The question asks about the validity of a notice sent on September 20th for an October 15th meeting. The period from September 20th to October 15th is 25 days. This duration satisfies the statutory requirement of being no less than 10 days and no more than 60 days prior to the meeting. The law also specifies what information the notice should contain, such as the date, time, and place of the meeting, and for annual meetings, it may include a list of nominees for directors. However, the core of this question is the timing of the notice.

Wisconsin Statutes Chapter 181 governs nonprofit corporations. A key aspect of governance involves the process for amending articles of incorporation. For a nonprofit corporation incorporated in Wisconsin, amendments to its articles of incorporation generally require approval by a majority of the votes cast by the members entitled to vote on the amendment, at a meeting of members duly called for that purpose, or by written consent of all members entitled to vote on the amendment. However, the specific voting threshold can be altered by provisions within the articles of incorporation or bylaws themselves, provided these provisions are permissible under Chapter 181. For instance, if the articles or bylaws specify a higher voting threshold, such as two-thirds of the votes cast, that higher threshold must be met. If no specific threshold is stated for amendments, the default statutory requirement of a majority of votes cast applies. The question hinges on understanding that the board of directors alone cannot unilaterally amend articles of incorporation; member approval is typically required, and the articles or bylaws can modify the standard voting percentage.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the requirements for the dissolution of nonprofit corporations. When a nonprofit corporation decides to dissolve voluntarily, it must follow a prescribed procedure. This procedure typically involves a resolution adopted by the board of directors, followed by approval from the members if the articles of incorporation or bylaws require it. Once these internal approvals are secured, the corporation must file Articles of Dissolution with the Wisconsin Secretary of State. This filing officially terminates the corporation’s existence. The question asks about the initial step a nonprofit corporation in Wisconsin must take when deciding to voluntarily dissolve. This initial step is the formal adoption of a resolution by the board of directors. This resolution signifies the board’s decision to pursue dissolution, which then triggers subsequent steps, including member approval if necessary, and the filing of official documents. Therefore, the board’s resolution is the foundational action in the voluntary dissolution process.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the framework for nonprofit governance. When a nonprofit corporation is formed, its initial board of directors is typically elected by the incorporators or designated in the articles of incorporation. Subsequently, directors are elected by the members, if the corporation has members, or by the existing board itself, depending on the provisions within the articles of incorporation and bylaws. For a nonprofit seeking to maintain its tax-exempt status under Section 501(c)(3) of the Internal Revenue Code, adherence to specific governance practices is crucial. This includes ensuring that the board of directors is responsible for the overall management and strategic direction of the organization. The law emphasizes the duty of care and the duty of loyalty for directors, requiring them to act in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner the director reasonably believes to be in the best interests of the corporation. A director’s resignation is a formal act that must be communicated to the corporation. Typically, a written resignation is submitted to the board of directors or the president. Upon receipt, the resignation is generally effective immediately unless otherwise specified in the resignation letter or the corporation’s governing documents. The law does not mandate a specific waiting period or a formal acceptance process for a resignation to be effective, although the board may need to take action to fill the vacancy. The question focuses on the effective date of a director’s resignation in Wisconsin, highlighting the legal principle that a properly tendered resignation takes effect upon receipt unless a delayed effective date is stated.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, governs the formation, operation, and dissolution of nonprofit corporations. When a nonprofit corporation in Wisconsin wishes to amend its articles of incorporation, it must follow a specific statutory procedure. This procedure generally involves a resolution by the board of directors approving the amendment, followed by a vote of the members, if the articles or bylaws require member approval for such changes. However, for certain fundamental changes, like altering the purpose of the corporation or changing its name, the Wisconsin statutes may mandate a higher threshold for member approval or even require court approval in specific circumstances. Section 181.1003 of the Wisconsin Statutes outlines the procedure for amending articles of incorporation. It states that amendments must be adopted by the board of directors and, if the corporation has members, by the members. The statute also specifies that the board may authorize amendments that do not require member approval under certain conditions, such as correcting a clerical error. For amendments that materially affect the rights of members or alter the fundamental nature of the corporation, a supermajority vote of members is often required, typically two-thirds of the votes cast by members entitled to vote thereon. The filing of the amendment with the Wisconsin Secretary of State is the final step that makes the amendment legally effective. Without this filing, the amendment has no legal force.