State of the Nonprofit Regulatory Environment in WISCONSIN
1 Bifurcation of charitable regulatory body
Bifurcated Regulatory Structure
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 202.12
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Yes - W.S.A. 202.12
Registration Office
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
BIFURCD-REGIOF-NS
REGULATORY BODY: Not Specific
NOTES: Wisconsin Department of Financial Institutions http://www.wdfi.org/charitableorganizations/
2 Notice, Filing or Review of Transactions
Sale of Assets
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-ASSETS-AG
REGULATORY BODY: Attorney General
NOTES: No
REPORTS-ASSETS-OT
REGULATORY BODY: Other
NOTES: No
Mergers
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-MERGER-AG
REGULATORY BODY: Attorney General
NOTES: No
WI Code § 181.1105
REGULATORY BODY: Other
STATUTE TEXT: 181.1105 Articles of merger. After a plan of merger is approved by the board, and, if required under s. 181.1103, by the members and any other persons, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity, the surviving or acquiring business entity shall deliver to the department for filing articles of merger that include all of the following information: (1) Plan. The plan of merger. (2) If member approval not required. If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity. (3) If member approval required. If approval by members is required, all of the following:(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class voting on the plan.(b) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.(c) A statement that the plan was approved by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity. (4) If approval by 3rd person required. If approval of the plan by a person other than the members or the board is required under s. 181.1103 (2) (c), a statement that the approval was obtained. (5) Effective date and time. The effective date and time of the merger, if the merger is to take effect at a time other than the close of business on the date of filing the articles of merger, as provided under s. 181.0123. (6) Other matters. Other provisions relating to the merger, as determined by the surviving business entity.History: 1997 a. 79; 2001 a. 44; 2005 a. 476; 2015 a. 295.
NOTES: Dept. of Financial Inst., W.S.A. 181.1105
Certificate of Amendments
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
REPORTS-AMMEND-AG
REGULATORY BODY: Attorney General
NOTES: No
WI Code § 181.1005
REGULATORY BODY: Other
STATUTE TEXT: 181.1005 Articles of amendment. A corporation amending its articles of incorporation shall deliver to the department for filing articles of amendment that include all of the following information: (1) Name. The name of the corporation. (2) Text. The text of each amendment adopted. (3) Dates. The date of each amendment’s adoption. (4) Method of approval. A statement that the amendment was adopted in accordance with s. 181.1002, 181.1003 or 181.1004, whichever is the case. (5) When approval by others is required. If approval of the amendment by a person other than the members, the board or the incorporators is required under s. 181.1030, a statement that the approval was obtained.History: 1997 a. 79.
NOTES: Dept of Financial Inst., W.S.A. 181.1005
Does the state require annual financial reporting by charitable organizations in addition to filing a copy of the 990 with the regulator (if filing 990 is required)?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 202.12
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Financial statement and 990. Wis. Stat. § 202.12
3 Notice or Action for Dissolutions
Voluntary Dissolutions
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
DISSOLV-VOLUNT-AG
REGULATORY BODY: Attorney General
NOTES: No
WI Code § 181.1403
REGULATORY BODY: Other
STATUTE TEXT: 181.1403 Articles of dissolution. (1) Filing requirements. At any time after dissolution is authorized, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following information:(a) The name of the corporation.(b) The date dissolution was authorized.(c) A statement that dissolution was approved by a sufficient vote of the board.(d) If approval of members was not required, a statement to that effect and a statement that dissolution was approved by a sufficient vote of the board or of the incorporators.(e) If approval by members is required, a statement that dissolution was approved by a sufficient vote of the members of each class entitled to vote on dissolution.(f) If approval of dissolution by a person other than the members, the board or the incorporators is required under s. 181.1401 (1) (b) 3., a statement that the approval was obtained.(g) If the corporation is to retain the exclusive use of its name for less than 120 days after the effective date of its articles of dissolution, as provided in s. 181.1405 (3), a statement specifying the shorter period. (2) Effective date. A corporation is dissolved upon the effective date of its articles of dissolution.History: 1997 a. 79; 2001 a. 44.
NOTES: File with Dept. of Fin. Inst., W.S.A. 181.1403
Judicial Dissolutions
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 181.1430 ;; 181.143
REGULATORY BODY: Attorney General
STATUTE TEXT: 181.1430 Grounds for judicial dissolution. (1) Who may bring proceeding. The circuit court may dissolve a corporation in a proceeding brought by any of the following:(a) The attorney general if any of the following is established:1. That the corporation obtained its articles of incorporation through fraud.2. That the corporation has continued to exceed or abuse the authority conferred upon it by law.(b) Fifty members or members holding 5 percent of the voting power, whichever is less, or any person specified in the articles of incorporation, if any of the following is established:1. That the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock and, because of the deadlock, either irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted in accordance with it corporate purposes.2. That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.3. That the members are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.4. That the corporate assets are being misapplied or wasted.5. That the corporation is no longer able to carry out its purposes.(c) A creditor if any of the following is established:1. That the creditor’s claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.2. That the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.(d) The corporation to have its voluntary dissolution continued under court supervision. (2) Factors required to be considered. Before dissolving a corporation, the court shall consider all of the following:(a) Whether there are reasonable alternatives to dissolution.(b) Whether dissolution is the best way of protecting the interests of members or, if the corporation has no members, is in the interest of those persons or interests whom the corporation holds itself as benefiting or serving.History: 1997 a. 79.
NOTES: W.S.A. 181.1430
WI Code § 181.1433
REGULATORY BODY: Other
STATUTE TEXT: 181.1433 Decree of dissolution. (1) Entering decree. If after a hearing the court determines that one or more grounds for judicial dissolution under s. 181.1430 exist, it may enter a decree dissolving the corporation and specifying the effective date of the dissolution, and the clerk of the court shall deliver a certified copy of the decree to the department, who shall file it. (2) Effect of decree. After entering the decree of dissolution, the court shall direct the winding up and liquidation of the corporation’s affairs in accordance with s. 181.1405 and the notification of its claimants in accordance with ss. 181.1406 and 181.1407.History: 1997 a. 79.
NOTES: File with Dept. of Fin. Inst., W.S.A. 181.1433
Administrative Dissolutions
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
DISSOLV-ADMINI-AG
REGULATORY BODY: Attorney General
NOTES: No
WI Code § 181.1420 ;; 181.142
REGULATORY BODY: Other
STATUTE TEXT: 181.1420 Grounds for administrative dissolution. The department may bring a proceeding under s. 181.1421 to administratively dissolve a corporation if any of the following occurs: (1) Nonpayment. The corporation does not pay, within one year after they are due, any fees or penalties due the department under this chapter. (2) Failure to file annual report. The corporation does not have on file its annual report with the department within one year after it is due. (3) Failure to maintain registered agent or office. The corporation is without a registered agent or registered office in this state for at least one year. (4) Failure to notify department of change. The corporation does not notify the department within one year that its registered agent or registered office has been changed, that its registered agent has resigned or that its registered office has been discontinued. (5) Failure of domesticating corporation to file required notice. The corporation does not file a notice required under s. 181.1533 (5) (a) within one year of the date that it is required under s. 181.1533 (5) (a) to be filed. (6) Duration expires. The corporation’s period of duration stated in its articles of incorporation expires. (7) Human trafficking. The corporation violates s. 940.302 (2) or 948.051 (2).History: 1997 a. 79; 2007 a. 116.
NOTES: Dept. of Fin. Inst., W.S.A. 181.1420
4 Notice, Oversight or Filing of Hospital Conversions
Has Statute
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 181.1161
REGULATORY BODY: Not Specific
STATUTE TEXT: 181.1161 Conversion. (1) (a) A domestic corporation may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting.(b) In addition to satisfying any applicable legal requirements of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion. (2) (a) A business entity other than a domestic corporation may convert to a domestic corporation if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.(b) A business entity converting into a domestic corporation shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity. (3) A plan of conversion shall set forth all of the following:(a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.(b) The name, form of business entity, and the identity of the jurisdiction that will govern the new business entity.(c) The terms and conditions of the conversion.(d) The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into the shares or other ownership interests of the new form of business entity.(e) The effective date and time of the conversion, if the conversion is to be effective other than at the close of business on the date of filing the certificate of conversion, as provided under s. 181.0123.(f) A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion.(g) Other provisions relating to the conversion, as determined by the business entity. (4) When a conversion is effective, all of the following shall occur:(a)1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that was converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the prior form of business entity and is subject to the applicable law of the jurisdiction that governs the new form of business entity.2. If the conversion is from or to a business entity under the laws applicable to which one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be or become so liable for debts and obligations of such business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners. This subdivision does not affect liability under any taxation laws.(b) The business entity continues to have all liabilities of the business entity that was converted.(c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment.(d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the business entity are as provided in the plan of conversion.(e) All other provisions of the plan of conversion apply. (5) After a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following:(a) The plan of conversion.(b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.(c) The registered agent and registered office, the record agent and record office, or other similar agent and office of the business entity before and after conversion. (6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business entity that is converted may be continued by or against the business entity after the effective date of conversion.History: 2001 a. 44; 2005 a. 476; 2015 a. 295.Next Economy Legislation: Allowing Complex Business Reorganizations. Boucher, Sosnowski, & Nichols. Wis. Law. Aug. 2002.
NOTES: Wis. Stat. Ann. § 181.1161
Requires Notice or Oversight
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
HOSPCON-OVERSI-AG
REGULATORY BODY: Attorney General
NOTES: No
WI Code § 181.1161
REGULATORY BODY: Other
STATUTE TEXT: 181.1161 Conversion. (1) (a) A domestic corporation may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting.(b) In addition to satisfying any applicable legal requirements of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion. (2) (a) A business entity other than a domestic corporation may convert to a domestic corporation if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.(b) A business entity converting into a domestic corporation shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity. (3) A plan of conversion shall set forth all of the following:(a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.(b) The name, form of business entity, and the identity of the jurisdiction that will govern the new business entity.(c) The terms and conditions of the conversion.(d) The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into the shares or other ownership interests of the new form of business entity.(e) The effective date and time of the conversion, if the conversion is to be effective other than at the close of business on the date of filing the certificate of conversion, as provided under s. 181.0123.(f) A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion.(g) Other provisions relating to the conversion, as determined by the business entity. (4) When a conversion is effective, all of the following shall occur:(a)1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that was converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the prior form of business entity and is subject to the applicable law of the jurisdiction that governs the new form of business entity.2. If the conversion is from or to a business entity under the laws applicable to which one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be or become so liable for debts and obligations of such business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners. This subdivision does not affect liability under any taxation laws.(b) The business entity continues to have all liabilities of the business entity that was converted.(c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment.(d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the business entity are as provided in the plan of conversion.(e) All other provisions of the plan of conversion apply. (5) After a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following:(a) The plan of conversion.(b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.(c) The registered agent and registered office, the record agent and record office, or other similar agent and office of the business entity before and after conversion. (6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business entity that is converted may be continued by or against the business entity after the effective date of conversion.History: 2001 a. 44; 2005 a. 476; 2015 a. 295.Next Economy Legislation: Allowing Complex Business Reorganizations. Boucher, Sosnowski, & Nichols. Wis. Law. Aug. 2002.
NOTES: Wis. Stat. Ann. § 181.1161
Requires Filing
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 181.1161
REGULATORY BODY: Other
STATUTE TEXT: 181.1161 Conversion. (1) (a) A domestic corporation may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting.(b) In addition to satisfying any applicable legal requirements of the jurisdiction that governs the organization of the business entity into which the domestic corporation is converting and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under s. 181.1103 for the submission and approval of a plan of conversion. (2) (a) A business entity other than a domestic corporation may convert to a domestic corporation if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.(b) A business entity converting into a domestic corporation shall comply with the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity. (3) A plan of conversion shall set forth all of the following:(a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.(b) The name, form of business entity, and the identity of the jurisdiction that will govern the new business entity.(c) The terms and conditions of the conversion.(d) The manner and basis of converting the shares or other ownership interests of the business entity that is to be converted into the shares or other ownership interests of the new form of business entity.(e) The effective date and time of the conversion, if the conversion is to be effective other than at the close of business on the date of filing the certificate of conversion, as provided under s. 181.0123.(f) A copy of the articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document of the business entity after conversion.(g) Other provisions relating to the conversion, as determined by the business entity. (4) When a conversion is effective, all of the following shall occur:(a)1. Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that was converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the prior form of business entity and is subject to the applicable law of the jurisdiction that governs the new form of business entity.2. If the conversion is from or to a business entity under the laws applicable to which one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be or become so liable for debts and obligations of such business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners. This subdivision does not affect liability under any taxation laws.(b) The business entity continues to have all liabilities of the business entity that was converted.(c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment.(d) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the business entity are as provided in the plan of conversion.(e) All other provisions of the plan of conversion apply. (5) After a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following:(a) The plan of conversion.(b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.(c) The registered agent and registered office, the record agent and record office, or other similar agent and office of the business entity before and after conversion. (6) Any civil, criminal, administrative, or investigatory proceeding that is pending by or against a business entity that is converted may be continued by or against the business entity after the effective date of conversion.History: 2001 a. 44; 2005 a. 476; 2015 a. 295.Next Economy Legislation: Allowing Complex Business Reorganizations. Boucher, Sosnowski, & Nichols. Wis. Law. Aug. 2002.
NOTES: Wis. Stat. Ann. § 181.1161
5 Audits
Requires Audit
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 202.12
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Wis. Stat. § 202.12
Audit Threshold
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
AUDITFI-THRESH-NS
REGULATORY BODY: Not Specific
NOTES: 500000
6 Registration Law
Registration Law
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Register with the Dept. of Fin. Inst., W.S.A. 202.12
7 Exemptions from Registering for Specific Organization Types
Religious Organizations
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12(5)(a)(1)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: W.S.A. 202.12(5)(a)(1)
Small organizations
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12(5)(a)(3)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: W.S.A. 202.12(5)(a)(3) ($25,000)
Educational Institutions
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12(5)(a)(5)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: W.S.A. 202.12(5)(a)(5) and (8)
Governmental Organizations
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12(5)(a)(7)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: W.S.A. 202.12(5)(a)(7)
Hospitals
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-HOSPIT-NS
REGULATORY BODY: Not Specific
NOTES: NO
Veterans organizations
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12(5)(a)(4)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: W.S.A. 202.12(5)(a)(4)
Foundations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-FNDYES-NS
REGULATORY BODY: Not Specific
NOTES: NO
Foundations that don’t solicit contributions
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-FNDNOS-NS
REGULATORY BODY: Not Specific
NOTES: NO
Charitable Trusts
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-CTRUST-NS
REGULATORY BODY: Not Specific
NOTES: NO
Parent-Teacher Organizations
Regulatory Action: EXEMPTION
A regulation is NOT defined in the state
ORGTYPE-PTOEDU-NS
REGULATORY BODY: Not Specific
NOTES: NO
Reports to congress
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12(5)(a)(9)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: W.S.A. 202.12(5)(a)(9)
Non-soliciting
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12(1)(a)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: W.S.A. 202.12(1)(a)
Fraternal/ Membership
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12(5)(a)(3m)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: W.S.A. 202.12(5)(a)(3m)
Political Orgs
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12(5)(a)(2)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: W.S.A. 202.12(5)(a)(2)
Other
Regulatory Action: EXEMPTION
YES: A regulation is defined in the state
WI Code § 202.12(5)(a)(6)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Specified beneficiary (W.S.A. 202.12(5)(a)(6)
8 Defined remedies
Dissolution
Regulatory Action: REMEDY
YES: A regulation is defined in the state
WI Code § 181.1430 ;; 181.143
REGULATORY BODY: Not Specific
STATUTE TEXT: 181.1430 Grounds for judicial dissolution. (1) Who may bring proceeding. The circuit court may dissolve a corporation in a proceeding brought by any of the following:(a) The attorney general if any of the following is established:1. That the corporation obtained its articles of incorporation through fraud.2. That the corporation has continued to exceed or abuse the authority conferred upon it by law.(b) Fifty members or members holding 5 percent of the voting power, whichever is less, or any person specified in the articles of incorporation, if any of the following is established:1. That the directors are deadlocked in the management of the corporate affairs, the members are unable to break the deadlock and, because of the deadlock, either irreparable injury to the corporation is threatened or being suffered or the business and affairs of the corporation can no longer be conducted in accordance with it corporate purposes.2. That the directors or those in control of the corporation have acted, are acting or will act in a manner that is illegal, oppressive or fraudulent.3. That the members are deadlocked in voting power and have failed, for a period that includes at least 2 consecutive annual meeting dates, to elect successors to directors whose terms have, or would otherwise have, expired.4. That the corporate assets are being misapplied or wasted.5. That the corporation is no longer able to carry out its purposes.(c) A creditor if any of the following is established:1. That the creditor’s claim has been reduced to judgment, the execution on the judgment has been returned unsatisfied and the corporation is insolvent.2. That the corporation has admitted in writing that the creditor’s claim is due and owing and the corporation is insolvent.(d) The corporation to have its voluntary dissolution continued under court supervision. (2) Factors required to be considered. Before dissolving a corporation, the court shall consider all of the following:(a) Whether there are reasonable alternatives to dissolution.(b) Whether dissolution is the best way of protecting the interests of members or, if the corporation has no members, is in the interest of those persons or interests whom the corporation holds itself as benefiting or serving.History: 1997 a. 79.
NOTES: W.S.A. 181.1430
Removal of Board Members
Regulatory Action: REMEDY
YES: A regulation is defined in the state
WI Code § 701.0706
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Qualified beneficiaries may request removal of a trustee: Wis. Stat. Ann. § 701.0706; AG is a qualified beneficiary: W.S.A. 701.0110
9 Oversight of professional fundraisers
Does the state require registration by commercial fundraisers?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 202.14
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Wis. Stat. § 202.14
Does the state require registration by fundraising counsel?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 202.13
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Wis. Stat. § 202.13: Only requires registration if org has custody of the contributions
Does the state oversee commercial-coventuring (e.g. by requiring that the co-venture be registered or by requiring that the charitable organization files the co-venture contract)?
Regulatory Action: REQUIREMENT
A regulation is NOT defined in the state
WI Code § 202.15
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: “the commercial coventurer shall disclose in each advertisement for the charitable sales promotion the dollar amount, or percentage of price, per unit of goods or services purchased or used that will benefit the charitable organization or charitable purpose.” Wis. Stat. § 202.15
Does the state require the fundraisers to provide notice to the regulator before any solicitation campaign (in addition to annual registration and/or filing the contract)?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 202.14(3)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Wis. Stat. § 202.14(3): Must file solicitation notice: http://www.wdfi.org/CharitableOrganizations/forms/dfi-dccs-1941.pdf
Does the state require specified disclosures to donors?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 202.14(11)
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Wis. Stat. § 202.14(11)
Does the state require a copy of any contract between a charitable organization and a commercial fundraiser or fundraising counsel be filed with the regulator?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 202.13
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Wis. Stat. § 202.13; Wis. Stat. § 202.14
WI Code § 202.14
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Wis. Stat. § 202.13; Wis. Stat. § 202.14
Does the state require annual financial reporting by commercial fundraisers?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 202.13
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Within 90 days of end of campaign or on one-year anniversary of a campaign lasting longer than a year, must submit financial report. Wis. Stat. § 202.13; Wis. Stat. § 202.14
WI Code § 202.14
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Within 90 days of end of campaign or on one-year anniversary of a campaign lasting longer than a year, must submit financial report. Wis. Stat. § 202.13; Wis. Stat. § 202.14
Does the state require bonding of professional fundraisers?
Regulatory Action: REQUIREMENT
YES: A regulation is defined in the state
WI Code § 202.14
REGULATORY BODY: Not Specific
STATUTE TEXT:
NOTES: Application for professional fund-raiser, bond and fee required per statute. Professional fund-raiser must report to the department in writing any material changes in information within 7 days after change occurs. Wis. Stat. § 202.14