Section 180.0824. Quorum and voting.

 

(1)  

(a) Unless the articles of incorporation or bylaws require a greater or, under sub. (2) , a lesser number, and except as provided in ss. 180.0303 (3) (b) and 180.0831 (4) , a quorum of a board of directors shall consist of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) Unless the articles of incorporation or bylaws require a greater or, under sub. (2) , a lesser number, and except as provided in ss. 180.0303 (3) (b) and 180.0831 (4) , a quorum of a committee of the board of directors created under s. 180.0825 shall consist of a majority of the number of directors appointed to serve on the committee.

(2)  

(a) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.

(b) The articles of incorporation or bylaws may authorize a quorum of a committee of the board of directors created under s. 180.0825 to consist of no fewer than one-third of the number of directors appointed to serve on the committee.

(3)  Except as provided in ss. 180.0825 (3) , 180.0831 (4) and 180.0855 (1) and (2) , if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors or a committee of the board of directors created under s. 180.0825 , unless the articles of incorporation or bylaws require the vote of a greater number of directors.

(4)  

(a) Except as provided in par. (b) , a director who is present and is announced as present at a meeting of the board of directors or a committee of the board of directors created under s. 180.0825 , when corporate action is taken assents to the action taken unless any of the following occurs:

1. The director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting.

2. The director dissents or abstains from an action taken and minutes of the meeting are prepared that show the director's dissent or abstention from the action taken.

3. The director delivers written notice that complies with s. 180.0141 of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting.

4. The director dissents or abstains from an action taken, minutes of the meeting are prepared that fail to show the director's dissent or abstention from the action taken and the director delivers to the corporation a written notice of that failure that complies with s. 180.0141 promptly after receiving the minutes.

(b) A director who votes in favor of action taken may not dissent or abstain from that action.

1989 a. 303 ; 1991 a. 16 ; 2005 a. 476 .