The Wisconsin Nonprofit Corporation Law, specifically under Chapter 181 of the Wisconsin Statutes, governs the formation, operation, and dissolution of nonprofit corporations. A key aspect of this law pertains to the fiduciary duties owed by directors and officers. These duties are generally categorized into the duty of care and the duty of loyalty. The duty of care requires directors and officers to act in a manner they reasonably believe to be in the best interests of the corporation and with the care that an ordinarily prudent person in a like position would exercise under similar circumstances. This includes being informed about the corporation’s affairs and making decisions based on adequate information. The duty of loyalty mandates that directors and officers act in the best interests of the corporation and not engage in self-dealing or conflicts of interest. This means that any transaction between a director or officer and the corporation must be fair to the corporation and fully disclosed. Wisconsin Statute § 181.0831 addresses conflicts of interest transactions, stating that such a transaction is not voidable if the material facts are disclosed to the board or a committee and the board or committee authorizes or ratifies the transaction, or if the transaction is fair to the corporation. The question assesses the understanding of how a conflict of interest transaction is validated under Wisconsin law, focusing on the procedural and substantive requirements for fairness and disclosure.

Under Wisconsin law, specifically Chapter 181 of the Wisconsin Statutes governing nonstock corporations, a nonprofit organization’s board of directors has a fiduciary duty to act in the best interests of the corporation. This duty encompasses 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. The duty of loyalty requires directors to act in good faith and in the best interests of the corporation, avoiding self-dealing and conflicts of interest. When a director has a personal interest in a transaction, Wisconsin Statute § 181.0831 addresses conflicts of interest. This statute provides that a transaction involving a conflict of interest is not voidable by the corporation solely because of the conflict if certain conditions are met. These conditions typically include full disclosure of the material facts concerning the director’s interest and the transaction, and the transaction being fair to the corporation at the time it is authorized. Alternatively, if the transaction is approved by a majority of the qualified directors after full disclosure, or by a majority vote of the members after full disclosure, it can be validated. The question presents a scenario where a director, who is also a supplier of services, votes on a contract with their own company. This creates a clear conflict of interest. For the contract to be valid and not voidable by the nonprofit corporation, the director’s interest and the transaction must be fully disclosed to the board, and the board must approve the contract. If the board is not fully informed or does not approve it, or if the transaction is not fair, the contract would be voidable. The scenario implies a lack of full disclosure and a potential for the contract not being fair due to the director’s self-interest. Therefore, the contract is likely voidable.

Wisconsin Statutes Chapter 181 governs nonprofit corporations. Specifically, Section 181.1622 addresses the requirements for a nonprofit corporation to dissolve voluntarily. The process involves several steps, including the adoption of a resolution by the board of directors and, typically, by the members or delegates, depending on the corporation’s bylaws. The resolution must state that the corporation is dissolved. Following the adoption of the resolution, the corporation must file Articles of Dissolution with the Wisconsin Secretary of State. This filing is crucial for formally terminating the corporation’s legal existence. Furthermore, before or after filing the Articles of Dissolution, the corporation must take steps to wind up its affairs, which includes notifying creditors, collecting assets, and distributing remaining assets to designated recipients, usually other nonprofit organizations with similar purposes, as per the corporation’s articles or bylaws, or as determined by a court if no such designation exists. The Articles of Dissolution must include specific information as required by statute, such as the name of the corporation, the date the dissolution resolution was adopted, and a statement that the corporation has complied with winding-up provisions. This meticulous process ensures that the dissolution is legally recognized and that the corporation’s assets are handled appropriately.

The Wisconsin Nonprofit Corporation Law, specifically under Chapter 181 of the Wisconsin Statutes, governs the dissolution of nonprofit corporations. When a nonprofit corporation in Wisconsin voluntarily dissolves, the process requires a specific sequence of actions to ensure that its assets are distributed appropriately and its legal existence is properly terminated. The initial step in voluntary dissolution, as outlined in Wisconsin Statutes Section 181.1402, is typically a resolution by the board of directors. Following board approval, this resolution must then be submitted to the members for their vote. A specific voting threshold is required for member approval of dissolution, which is generally a two-thirds majority of the votes cast by members entitled to vote thereon at a meeting of members, or by written consent if permitted. Once dissolution is approved, the corporation must cease conducting its activities except those necessary to wind up its affairs. This winding up process involves collecting assets, paying liabilities, and distributing any remaining assets. Importantly, under Wisconsin Statutes Section 181.1406, the assets of a dissolved nonprofit corporation must be distributed for exempt purposes, consistent with the corporation’s articles of incorporation or bylaws. If the articles or bylaws do not specify a recipient for remaining assets, the assets must be distributed to one or more organizations then recognized as exempt under Section 501(c)(3) of the Internal Revenue Code, or to the federal government, a state, or a local government for a public purpose. The question focuses on the initial procedural requirement for initiating voluntary dissolution, which is the board’s resolution followed by member approval.

Wisconsin law, specifically Chapter 181 of the Wisconsin Statutes, governs nonprofit corporations. A critical aspect of this chapter relates to the dissolution of nonprofit entities. When a nonprofit corporation is dissolved, its assets must be distributed in accordance with its articles of incorporation or bylaws, or if not specified, to a recipient that qualifies as a tax-exempt organization under Section 501(c)(3) of the Internal Revenue Code. This ensures that the charitable purpose for which the organization was established continues to be served, even after its operational existence ceases. The process involves winding up the affairs of the corporation, paying off debts and liabilities, and then distributing any remaining assets. Failure to adhere to these distribution requirements can lead to legal challenges and potential penalties. The Wisconsin Department of Financial Institutions oversees the filing and compliance aspects of nonprofit corporations, including dissolution filings. The intent behind these provisions is to prevent the private inurement of assets that were dedicated to public benefit.

Wisconsin Statute § 181.1001 outlines the requirements for a nonprofit corporation to dissolve voluntarily. The process generally involves a resolution adopted by the board of directors, followed by a vote of the members or shareholders. For corporations without members, the board of directors can adopt the resolution. However, if the corporation has members entitled to vote on dissolution, the statute requires that the resolution be adopted by the members by a two-thirds vote of all members entitled to vote thereon, unless the articles of incorporation or bylaws specify a different vote requirement. The dissolution then proceeds according to the statutory provisions, including filing a notice of dissolution with the Wisconsin Secretary of State and winding up the corporation’s affairs. The question focuses on the specific voting threshold for member-driven dissolution when no alternative is specified in governing documents.

The Wisconsin Nonprofit Corporation Law, specifically under Chapter 181 of the Wisconsin Statutes, outlines the requirements for the dissolution of a nonprofit corporation. Voluntary dissolution can be initiated by the corporation’s directors and members. The process generally involves adopting a resolution for dissolution, filing a Notice of Intent to Dissolve with the Wisconsin Department of Financial Institutions (DFI), and then winding up the corporation’s affairs. Winding up includes ceasing operations, collecting assets, paying liabilities, and distributing remaining assets. If the corporation has been dissolved by a court order or administrative action, the process is different and involves specific court supervision or DFI oversight. However, for voluntary dissolution, the initial step after board approval is typically the filing of a formal notice with the state. This notice serves to inform the public and the state that the corporation is in the process of dissolving, allowing creditors to present claims. The subsequent filing of Articles of Dissolution formally concludes the dissolution process once all affairs are settled. Therefore, the critical first step in the voluntary dissolution process, after internal approvals, is the filing of a notice with the state, which in Wisconsin is a Notice of Intent to Dissolve.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, governs the formation, operation, and dissolution of nonprofit corporations in the state. A critical aspect of this law relates to the governance and decision-making processes, particularly when a conflict of interest arises. Wisconsin Statute § 181.0831 addresses conflicts of interest for directors, officers, and committees. This statute provides that a transaction in which a director, officer, or committee member has a conflict of interest is not voidable solely due to the conflict if certain conditions are met. These conditions include: (1) the material facts as to the director’s, officer’s, or committee member’s relationship or interest and as to the transaction are disclosed or known to the corporation and the director, officer, or committee member abstains from participating in the deliberation or vote on the transaction, or (2) the transaction is fair to the corporation at the time it is authorized. For a transaction to be considered fair, it must be entered into based on terms that are objectively reasonable and beneficial to the corporation, considering the circumstances at the time of the transaction. The statute emphasizes transparency and fairness as the primary defenses against a transaction being voided due to a conflict. The concept of “fairness” is not defined by a specific numerical calculation but rather by an assessment of the reasonableness of the terms and the absence of undue advantage to the conflicted party at the expense of the corporation. Therefore, in the scenario presented, the transaction would not be voidable if the material facts were disclosed and the conflicted board member abstained from voting, or if the transaction was demonstrably fair to the corporation at the time it was approved, irrespective of any specific financial formula. The question tests the understanding of these statutory provisions and the criteria for validating conflicted transactions.

In Wisconsin, a nonprofit corporation’s ability to engage in activities outside its stated purpose is governed by the principle of ultra vires, though its application has been significantly limited by statute. Under Wisconsin Statutes Chapter 181, specifically Section 181.0302, a nonprofit corporation generally has the power to do all things necessary or convenient to carry out its purposes. However, the doctrine of ultra vires, which traditionally rendered acts beyond a corporation’s stated powers void, is now primarily used in a limited capacity. Under Wisconsin law, an ultra vires act can only be challenged in three specific circumstances: by a shareholder (or member, in the case of a nonprofit) in a proceeding against the corporation to enjoin the act; by the corporation, acting directly or through a receiver, trustee, or other legal representative, or by a shareholder (or member) in a proceeding against the officers or directors of the corporation for an illegal distribution; or by the Attorney General in a proceeding to dissolve the corporation or to enjoin it from transacting unauthorized business. This means that a third party generally cannot use an ultra vires defense to escape a contractual obligation with a Wisconsin nonprofit, unless the challenge is brought by the Attorney General or a member in the specified contexts. The question asks about the enforceability of a contract for a purpose not explicitly stated in the articles of incorporation. Wisconsin law prioritizes the ability of nonprofits to function and limits the ultra vires defense to prevent undue disruption and to protect legitimate third-party expectations. Therefore, a contract entered into by a Wisconsin nonprofit, even if arguably outside its explicitly stated purposes in the articles of incorporation, is generally enforceable against the nonprofit unless challenged by the Attorney General or a member under the specific statutory provisions. The scenario describes a contract for services that were not precisely listed in the articles of incorporation but are related to the nonprofit’s overall mission. The most accurate answer reflects the limited applicability of the ultra vires defense in Wisconsin for such contracts.

The scenario describes a Wisconsin nonprofit corporation, “Green Valley Conservancy,” which is a public benefit corporation. This type of nonprofit, as defined under Wisconsin Statutes Chapter 181, is organized for purposes that benefit the public, such as environmental protection, education, or charitable activities. The question pertains to the dissolution of such an organization. When a Wisconsin nonprofit corporation dissolves, its assets must be distributed in accordance with its articles of incorporation, bylaws, and applicable law. Wisconsin Statutes Section 181.1405(4) specifically addresses the distribution of assets upon dissolution. It mandates that assets remaining after the satisfaction of liabilities and obligations must be distributed to one or more “qualified organizations.” A qualified organization, in this context, means a domestic or foreign corporation, society, association, trust, or fund that is exempt from taxation under Section 501(c)(3) of the Internal Revenue Code or is organized and operated exclusively for charitable, religious, educational, scientific, literary, or prevention of cruelty purposes, and for which a contribution is deductible for federal income tax purposes. Therefore, the Green Valley Conservancy’s remaining assets, after paying off its debts, must be distributed to another organization that meets these criteria. Distributing assets to members, directors, or officers, or retaining them for future use by the corporation without a successor entity, would violate the dissolution provisions for public benefit corporations. The key is the prohibition against private inurement and the requirement for assets to continue serving a public or charitable purpose.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, governs the formation, operation, and dissolution of nonprofit corporations within the state. A critical aspect of this law pertains to the authority of a nonprofit corporation to merge with another entity. Section 181.1101 of the Wisconsin Statutes outlines the procedure for mergers. For a merger to be legally effective, it generally requires a resolution approved by the board of directors and subsequently by the members of the corporation. The specific voting threshold for member approval is typically a supermajority, often two-thirds of the votes cast by members entitled to vote on the matter, unless the articles of incorporation or bylaws specify a different requirement. In this scenario, the articles of incorporation of the “Green Valley Conservancy” require a two-thirds vote of all members entitled to vote for any merger. If the corporation has 100 members entitled to vote, and 70 members cast votes, with 50 voting in favor and 20 voting against, the total number of votes cast is 70. The required two-thirds of votes cast would be \( \frac{2}{3} \times 70 \approx 46.67 \). Since votes must be whole numbers, at least 47 votes would be needed if the standard was two-thirds of votes cast. However, the articles specify two-thirds of *all members entitled to vote*. Therefore, the required number of affirmative votes is \( \frac{2}{3} \times 100 = 66.67 \). Again, since votes must be whole numbers, this means at least 67 members must vote in favor. With only 50 members voting in favor, the merger does not meet the two-thirds requirement of all members entitled to vote. This distinction between “votes cast” and “all members entitled to vote” is crucial in nonprofit corporate law and is a common point of testing for understanding of governance requirements.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the procedures for the dissolution of nonprofit corporations. When a nonprofit corporation in Wisconsin decides to dissolve, it must follow a series of steps to ensure a legal and orderly winding up of its affairs. This process typically begins with a resolution adopted by the board of directors. Following board approval, the resolution must be submitted to the members for their vote, if the corporation has members. For corporations without members, or where the articles of incorporation or bylaws grant the board the authority to dissolve without member approval, the board’s resolution is sufficient. Once the dissolution is authorized, the corporation must cease its ordinary business operations and begin the process of winding up. This involves collecting assets, paying debts and liabilities, and distributing any remaining assets. A key requirement is the filing of Articles of Dissolution with the Wisconsin Secretary of State. This filing formally notifies the state of the corporation’s intent to dissolve. The Articles of Dissolution must include specific information, such as the date the dissolution was authorized, a statement that the corporation has wound up its affairs, and confirmation that any remaining assets will be distributed in accordance with Wisconsin law and the corporation’s articles of incorporation. Wisconsin law generally mandates that remaining assets be distributed to one or more organizations that are qualified under Section 501(c)(3) of the Internal Revenue Code, or to governmental units for public purposes, or for any other purpose that is lawful within Wisconsin and specified in the articles of incorporation. The filing of the Articles of Dissolution is the final administrative step in the legal dissolution process, although the corporation’s existence continues for the purpose of winding up its affairs until all such matters are completed.

The Wisconsin Nonprofit Corporation Law, specifically under Chapter 181 of the Wisconsin Statutes, outlines the procedures for amending articles of incorporation. For a nonprofit corporation, a fundamental amendment to its articles, such as changing its purpose or the name of the corporation, typically requires a resolution adopted by the board of directors and then approval by a majority of the members entitled to vote. However, the law also permits the articles of incorporation to specify a different voting threshold for amendments. If the articles of incorporation of the “Wisconsin Heritage Preservation Society” were silent on the specific voting requirement for amending its purpose, the default provision under Wisconsin Statute § 181.1003 would apply, requiring a majority of members entitled to vote. If the articles stipulated a higher threshold, such as two-thirds of the members, that would govern. Without explicit information that the articles mandated a different threshold, the general rule of a majority vote of members applies. Therefore, the correct procedure involves a board resolution followed by member approval, with the specific member approval threshold determined by the articles or the default statutory provision.

Wisconsin Statutes § 181.1701 governs the merger of nonprofit corporations. This statute outlines the procedures and requirements for such a merger. For a merger to be effective, a plan of merger must be adopted by the board of directors of each merging corporation. Subsequently, this plan must be submitted to the members of each corporation for approval, typically requiring a specific voting threshold as defined in the articles of incorporation or bylaws, or by statute if not specified. Once approved by the members, articles of merger are filed with the Wisconsin Secretary of State. The statute specifies that the surviving corporation shall possess all the rights, privileges, powers, and interests of each of the merging corporations and shall assume all of their obligations and liabilities, including liabilities for unpaid contributions or for the performance of any other act or thing undertaken by the merging corporations. This means that the entity’s legal identity continues, and its assets and liabilities transfer automatically to the surviving entity. Therefore, a merger does not create a new legal entity but rather consolidates existing ones. The process is designed to ensure that the rights of creditors and the interests of members are protected throughout the transition.

The scenario describes a Wisconsin nonprofit corporation, “Green Valley Conservancy,” that has received a significant donation from a donor who wishes to remain anonymous. The question revolves around the legal obligations of the nonprofit concerning donor intent and public disclosure under Wisconsin law. Wisconsin Statute § 181.110, part of the Wisconsin Nonprofit Corporation Law, along with the organization’s own bylaws and any specific donor agreements, govern these matters. Generally, nonprofits are obligated to honor donor intent, especially when specific restrictions are placed on the use of funds. However, anonymity is a separate issue. While donors can request anonymity, the nonprofit must balance this with its reporting requirements and transparency obligations. Wisconsin law does not mandate the public disclosure of individual donor names for most nonprofit corporations unless specific circumstances apply, such as certain government grants or federal tax reporting requirements (e.g., IRS Form 990, which reports finances but not necessarily individual donor names publicly). The key here is that the donor’s desire for anonymity is generally respected, and the corporation is not legally compelled to reveal the donor’s identity to the public or its members unless there’s a specific legal mandate or a prior agreement to do so. The corporation must ensure the funds are used according to any restrictions placed by the donor, which is a separate fiduciary duty. The question tests the understanding of the interplay between donor privacy, donor intent, and public disclosure obligations for Wisconsin nonprofits. The corporation’s internal policies and bylaws would also be relevant, but statutory law provides the baseline. Wisconsin law, in this context, prioritizes honoring the donor’s request for anonymity unless overridden by a specific legal requirement or a violation of public policy.

Wisconsin Statute 181.0602 governs the dissolution of nonprofit corporations. It outlines a two-step process: first, a resolution to dissolve must be adopted by the board of directors and then approved by the members. If the corporation has no members, or if the articles of incorporation or bylaws do not specify a member voting requirement for dissolution, the board’s resolution alone is sufficient. Following the adoption of the resolution, the corporation must file a Notice of Intent to Dissolve with the Wisconsin Department of Financial Institutions. This notice is crucial as it officially commences the dissolution process and triggers the winding up of affairs. The winding up process involves ceasing business operations, collecting assets, paying debts and liabilities, and distributing any remaining assets to designated recipients, typically other nonprofit organizations with similar purposes, as specified in the articles of incorporation or bylaws, or by court order if no such designation exists. The final step is filing Articles of Dissolution after the winding up is complete. Therefore, the initial filing with the Department of Financial Institutions after board and member approval signifies the formal commencement of the dissolution process under Wisconsin law.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, governs the formation, operation, and dissolution of nonprofit corporations in the state. A key aspect of this law concerns the rights and responsibilities of directors, particularly in situations involving potential conflicts of interest. Wisconsin Statute § 181.0831 outlines the standards for director conduct. This statute requires directors to discharge their duties 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. When a director has a personal interest in a transaction, they must disclose the material facts of the transaction and their interest to the other directors or members. If a director is found to have breached their duty of care or loyalty, they may be personally liable for damages caused to the corporation. The statute also provides for a “business judgment rule” which presumes directors acted in good faith and in the best interests of the corporation, but this presumption can be overcome by evidence of fraud, illegality, or a conflict of interest that was not properly managed. In the scenario presented, the director’s failure to disclose the personal financial gain from the contract, coupled with voting on the contract, constitutes a breach of their fiduciary duties under Wisconsin law, potentially exposing them to liability for any financial harm to the nonprofit.

Wisconsin Statutes Chapter 181, the Wisconsin Nonstock Corporation Law, governs the formation and operation of nonprofit corporations. Specifically, Section 181.0830 addresses the dissolution of nonprofit corporations. When a nonprofit corporation is dissolved, its assets must be distributed according to the statute. The primary directive is that any remaining assets, after the payment of all liabilities and obligations, must be distributed to one or more domestic or foreign corporations, societies, or trusts that are qualified recipients. These qualified recipients are defined as those organized and operated exclusively for charitable, religious, eleemosynary, or similar purposes, or for the benefit of the public, and which are exempt from federal income tax under Section 501(c) of the Internal Revenue Code. This ensures that the assets continue to serve a public or charitable purpose, aligning with the original mission of the dissolved nonprofit. If the articles of incorporation specify a particular recipient or class of recipients, that provision must be followed. However, if the articles do not contain such a provision, or if the specified recipient is unable or unwilling to accept the assets, the directors may distribute the assets to other qualified organizations. The distribution of assets upon dissolution is a critical step to prevent private inurement and to maintain the public benefit purpose of nonprofit entities.

Wisconsin Statutes Chapter 181, the Wisconsin Nonprofit Corporation Law, governs the formation, operation, and dissolution of nonprofit corporations in the state. A key aspect of this law pertains to the duties of directors, often referred to as 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, exercising reasonable supervision, and acting in good faith. 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 with the corporation, the transaction must be approved by a majority of disinterested directors or by a majority of the members after full disclosure of the material facts. Failure to adhere to these duties can result in personal liability for the director. In the scenario presented, the director’s personal financial interest in the catering contract creates a conflict of interest. Wisconsin law, specifically within the framework of Chapter 181, would require this conflict to be properly managed. The most appropriate action to ensure compliance and protect the organization would be to disclose the interest and recuse oneself from the decision-making process, allowing disinterested directors or members to approve the contract. This upholds the duty of loyalty and ensures that decisions are made in the best interest of the nonprofit.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, governs the formation, operation, and dissolution of nonprofit corporations in the state. A key aspect of this law concerns the duties of directors and officers, which are often framed around the “duty of care” and the “duty of loyalty.” The duty of care requires directors and officers to act with the care that a reasonably 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. This includes being informed about the corporation’s affairs and making decisions in good faith. The duty of loyalty requires directors and officers to act in the best interests of the corporation and to avoid self-dealing or conflicts of interest. When a director has a personal interest in a transaction, that interest must be disclosed, and the transaction must be fair to the corporation. Wisconsin Statute § 181.0831 addresses conflicts of interest and provides that a transaction involving a conflict of interest is not voidable if the material facts of the director’s interest and the transaction are disclosed or known to the board or a committee, and the board or committee in good faith authorizes the transaction, or if the transaction is fair to the corporation. The question probes the nuanced application of these duties in a scenario involving potential self-dealing and the subsequent board action.

The Wisconsin Nonprofit Corporation Law, specifically under Chapter 181 of the Wisconsin Statutes, outlines the procedures for amending articles of incorporation. For a nonprofit corporation, an amendment to the articles typically requires a resolution adopted by the board of directors, followed by approval from the members. The statute, in Section 181.1003, states that a corporation may amend its articles of incorporation by a resolution setting forth the amendment. This resolution must be adopted by the board of directors. Subsequently, if the corporation has members, the amendment must be submitted to the members for approval. The required vote for member approval is generally a majority of the votes cast by members entitled to vote on the amendment, provided a quorum is present. However, the articles of incorporation or bylaws may specify a higher voting threshold. The explanation focuses on the statutory requirements for amending articles of incorporation in Wisconsin, emphasizing the roles of the board and members in the approval process. This process ensures that significant changes to the fundamental governing document of the corporation are properly authorized by those with the authority to do so, reflecting principles of corporate governance and member rights.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the procedures for dissolving a nonprofit corporation. Dissolution can be initiated by the corporation itself or by a court. When a corporation is dissolved, its assets must be distributed according to a specific order of priority. Section 181.1405 of the Wisconsin Statutes details this order. First, all liabilities and obligations of the corporation must be paid or provided for. This includes debts, contractual obligations, and any other claims against the corporation. Following the satisfaction of liabilities, any remaining assets are to be distributed to the members if the articles of incorporation or bylaws provide for distribution to members. However, for most public charities and private foundations, which are typically non-member organizations or where members have no economic rights, the assets are dedicated to other exempt organizations. Specifically, Section 181.1405(2)(d) of the Wisconsin Statutes states that remaining assets shall be distributed to one or more domestic or foreign corporations or organizations engaged in or supporting activities substantially similar to those of the dissolving corporation, or to any other person or organization, including governmental units, to which the assets may be lawfully distributed. This ensures that the charitable purpose for which the nonprofit was established continues to be served by the remaining assets, aligning with the principles of cy pres and the public trust doctrine inherent in nonprofit law. Therefore, the correct distribution of remaining assets, after liabilities, is to other organizations that carry out similar charitable purposes.

Wisconsin Statute § 181.1104 governs the dissolution of nonprofit corporations. A nonprofit corporation may be dissolved voluntarily by its members or by its directors. For a voluntary dissolution initiated by directors, the statute requires that the board of directors adopt a resolution recommending dissolution, which must then be submitted to the members for approval. The statute specifies that the resolution must be approved by a majority of the votes cast by the members entitled to vote thereon at a meeting of members, or by a written ballot, provided that the notice of the meeting or ballot clearly states that the purpose of the meeting or ballot is to consider dissolution. If there are no members or if the members have no voting rights, the resolution must be approved by the vote of the directors who are entitled to vote on the matter. In this scenario, the board of directors of the Wisconsin nonprofit, “Riverbend Conservancy,” voted to dissolve the organization. However, the articles of incorporation clearly state that dissolution requires a two-thirds vote of the membership. Therefore, the directors’ resolution alone is insufficient to effectuate voluntary dissolution under these circumstances. The correct procedure would involve presenting the dissolution proposal to the members for a vote as stipulated in the articles of incorporation, which aligns with the principles of member governance often found in nonprofit structures.

Wisconsin Statute § 181.1101 governs the dissolution of nonprofit corporations. A nonprofit corporation may be dissolved voluntarily by its members or by its board of directors if no members exist. For voluntary dissolution, the corporation must adopt a plan of dissolution. This plan outlines the process for winding up affairs, including ceasing operations, collecting assets, paying liabilities, and distributing remaining assets. For corporations with members, the plan typically requires approval by a specified voting threshold, often a majority of members entitled to vote. For corporations without members, the board of directors can typically approve the dissolution. Following the adoption of the plan, the corporation must file Articles of Dissolution with the Wisconsin Secretary of State. The process of winding up must be completed before the Articles of Dissolution are effective. This includes ensuring all known debts and liabilities are paid or adequately provided for. Wisconsin law also mandates that any remaining assets after satisfying liabilities must be distributed for a charitable purpose, typically to another organization with a similar mission or as directed by the articles of incorporation or a court. This ensures that the assets continue to serve the public benefit for which the nonprofit was established. The question tests the understanding of the procedural steps and legal requirements for dissolving a nonprofit in Wisconsin, particularly focusing on the distribution of assets after liabilities are settled, as stipulated by state law.

The scenario describes a Wisconsin nonprofit corporation, “Green Valley Conservancy,” which is a public benefit corporation. This corporation is considering a significant change to its mission statement to include advocacy for sustainable urban development, in addition to its existing focus on preserving rural natural landscapes. Under Wisconsin law, specifically Chapter 181 of the Wisconsin Statutes governing nonprofit corporations, a fundamental change to the corporation’s purpose, as outlined in its articles of incorporation, requires a specific procedure. This procedure involves a resolution by the board of directors and subsequent approval by a vote of the members. For a public benefit corporation, the Wisconsin Nonprofit Corporation Act mandates that amendments to the articles of incorporation, which include the mission statement, must be adopted by the board of directors and then submitted to the members for approval. The voting threshold for such amendments is typically a supermajority of the members entitled to vote, often two-thirds, unless the articles of incorporation specify a different requirement. The question probes the understanding of this amendment process and the necessary approvals. The core legal principle tested is the corporate governance requirement for altering the fundamental purpose of a Wisconsin nonprofit corporation. This process ensures that significant shifts in the organization’s direction have broad support from its membership, safeguarding against unilateral decisions by the board that could fundamentally alter the organization’s identity and mission. The explanation of the process involves understanding the roles of both the board and the members in corporate governance under Wisconsin’s nonprofit statutes.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, outlines the requirements for the dissolution of a nonprofit corporation. When a nonprofit corporation in Wisconsin decides to dissolve, it must follow a statutory process to ensure its assets are distributed appropriately and its legal existence is properly terminated. This process typically involves a resolution by the board of directors and, depending on the corporation’s bylaws and the nature of its dissolution, may require approval from its members. Following the adoption of a dissolution plan, the corporation must cease its usual activities, collect its assets, pay its debts and obligations, and then distribute any remaining assets. Wisconsin Statute § 181.1405 addresses the distribution of assets upon dissolution. It mandates that assets held in trust for a specific charitable purpose must be distributed to another organization that is engaged in similar activities and is qualified under Section 501(c)(3) of the Internal Revenue Code. If the corporation has no specific purpose for its assets, or if the designated recipient organization cannot be identified or located, the assets are to be distributed to the state treasurer for deposit into the common school fund. This ensures that charitable assets continue to serve public benefit purposes. The question probes the understanding of this specific statutory requirement for asset distribution in Wisconsin nonprofit dissolutions, particularly when dealing with assets dedicated to a charitable purpose.

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 generally require approval by the board of directors and then a vote of the members. Section 181.1003(1) of the Wisconsin Statutes mandates that a proposed amendment must be adopted by the board of directors. Subsequently, Section 181.1003(4) requires that the amendment be submitted to the members for adoption. The statute specifies that adoption by the members typically requires a two-thirds vote of the members present and voting at a meeting where a quorum is present, unless the articles or bylaws prescribe a different standard, which cannot be less than a majority of the votes cast. In this scenario, the proposed amendment to change the organization’s mission statement is a fundamental alteration requiring member approval. The board’s initial approval is a necessary first step. Following this, the amendment must be presented to the membership for their vote. The question asks about the *next* step after the board approves the amendment. Therefore, presenting the amendment to the members for their vote is the subsequent procedural requirement.

Wisconsin Statutes Chapter 181 governs nonprofit corporations. Specifically, § 181.1140 addresses the procedure for amending articles of incorporation. For a nonprofit corporation to amend its articles, the board of directors must adopt a resolution setting forth the proposed amendment. This resolution must then be submitted to the members for a vote. Unless the articles of incorporation or bylaws specify a greater proportion, the amendment requires approval by a majority of the votes cast by members entitled to vote on the amendment. The question describes a scenario where the board unanimously approved an amendment, but the membership only approved it by a simple majority of those present at a meeting where a quorum was established, not a majority of all voting members. Wisconsin law generally requires a majority of votes cast, assuming a quorum is present, for member approval of such amendments, unless a higher threshold is set by the governing documents. Therefore, the amendment is validly adopted under these circumstances.

Wisconsin Statutes Chapter 181 governs nonprofit corporations. Specifically, Section 181.1141 outlines the requirements for a nonprofit corporation to dissolve voluntarily. The process involves several steps, including a resolution by the board of directors and approval by the members. For corporations that have not commenced business or have ceased to conduct business, the dissolution procedure can be simpler. However, if the corporation has commenced business, a resolution to dissolve must be adopted by the board of directors. This resolution must then be submitted to the members for approval at a meeting or by written consent. A specific voting threshold is required for member approval, which is typically a majority of the votes cast by members entitled to vote on the dissolution. After member approval, Articles of Dissolution must be filed with the Wisconsin Secretary of State. The statutes also detail the responsibilities of the board during the dissolution process, which include winding up the corporation’s affairs, paying or providing for all known debts and liabilities, and distributing any remaining assets in accordance with the corporation’s articles of incorporation or bylaws, or if not specified, to a qualified organization under Section 501(c)(3) of the Internal Revenue Code. The filing of Articles of Dissolution officially terminates the corporation’s existence.

The Wisconsin Nonprofit Corporation Law, specifically Chapter 181 of the Wisconsin Statutes, governs the formation, operation, and dissolution of nonprofit corporations within the state. A key aspect of this law pertains to the governance and management of these entities, particularly concerning the roles and responsibilities of directors and officers. When a director of a Wisconsin nonprofit corporation has a material financial interest in a contract or transaction that the corporation is considering, this situation triggers specific disclosure and approval requirements to prevent conflicts of interest and ensure that decisions are made in the best interest of the corporation. Wisconsin Statutes § 181.0831 outlines the procedures for handling such “interested director transactions.” The statute requires that the material facts of the director’s interest and the contract or transaction be disclosed to the board of directors or a committee. Subsequently, the transaction can be approved if it is fair to the corporation or if the interested director’s participation in the vote is properly disclosed and the transaction is approved by a majority of the disinterested directors or, in some cases, by the members. The question assesses the understanding of these disclosure and approval mechanisms under Wisconsin law, emphasizing the importance of transparency and good governance in preventing self-dealing and upholding fiduciary duties. The scenario presented involves a director who is also a principal in a company seeking a contract with the nonprofit. This creates a clear conflict of interest that must be managed according to the statutory framework. The correct answer reflects the legal requirement for disclosure and subsequent approval by disinterested parties or the membership, ensuring the transaction’s fairness and the corporation’s protection.