Section 181.0704. Action by written consent.

 

(1m)  D efinitions. In this section:

(a) “In writing" or “written" includes a communication that is transmitted or received by electronic means.

(b) “Sign" includes executing an electronic signature.

(1r)   When permitted. Unless limited or otherwise provided in the articles of incorporation or bylaws, action required or permitted by this chapter to be approved by the members may be approved without a meeting of members if the action is approved by members holding at least 80 percent of the voting power, or a different percentage, not less than 50 percent, specified in the articles of incorporation or bylaws. The action must be evidenced by one or more written consents describing the action taken, signed by the required number of members, and delivered to the corporation for inclusion in the minutes or filing with the corporate records. All signatures on the written consent shall be dated and, in determining whether the required number of members have signed the consent, only those signatures dated after the date of the most recent meeting of the members may be counted.

(2)   Record date. If not otherwise determined under s. 181.0160 or 181.0707 , the record date for determining members entitled to take action without a meeting is the date on which the first member signs the consent under sub. (1r) .

(3)   Effect of consent. A consent signed under this section has the effect of a meeting vote and may be described as such in any document filed with the department.

(4)   Notice requirements. Written notice of member approval under this section shall be given to all members who have not signed the written consent. If written notice is required, member approval under this section shall be effective 10 days after such written notice is given.

1997 a. 79 ; 2003 a. 259 .