Wisconsin Corporate Bylaws

The Wisconsin corporate bylaws are adopted by a board of directors to establish their corporation’s operational guidelines. Additionally, they establish the rules and protocols that govern the board’s affairs and decisions.

Last updated December 6th, 2024

The Wisconsin corporate bylaws are adopted by a board of directors to establish their corporation’s operational guidelines. Additionally, they establish the rules and protocols that govern the board’s affairs and decisions.

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Are bylaws required in Wisconsin?

No, Wisconsin corporations can operate without bylaws, but they are said to be an integral part of a corporation’s operations.[1]

Wisconsin Corporate Laws

  • Corporate Tax: Wisconsin explicitly expects corporations to pay a 7.9% corporate income tax.[2]
  • Board: Corporations exercise their authority and powers specifically “under the authority” of their board of directors.[3]
    • Number – A corporation’s board of directors must keep “one or more natural persons” as director(s) at all times; however, the bylaws may fix this number of directors (as long as it is greater than one).[4]
    • Qualifications – Both the articles of incorporation as well as the bylaws can specifically “prescribe qualifications” placed on directors, such as residing in the state or being a shareholder. [5]
    • Terms – Director terms are active from one annual meeting to the next “unless their terms are staggered” accordingly.[6]
    • Staggered Terms – The articles of incorporation can place an equal number of directors into “2 or 3 groups” for the purpose of assigning a specific election year to one group and can empower the bylaws to do the same. [7]
  • Officers: Bylaws identify corporation officers, in addition, they can be “appointed by its board of directors.”[8]
    • Fiduciary Duty – Officers complete their duties as they are explicitly “set forth in the bylaws” or in a manner consistent with the bylaws. [9]
  • Meetings: The bylaws and articles of incorporation may place specific protocols or requirements on meetings, but, in general, directors may participate through “any means of communication” that allows immediate participation.[10]
  • Quorum: The bylaws can name the number of directors and then require a specific number of directors for a quorum so long as it is greater than one-third of the total.[11]
  • Emergency Bylaws: Corporations pass a distinct set of bylaws that go into effect whenever a “catastrophic event” interferes or prevents normal operations. [12]

Sources

  1. WI Stat § 180.0206 (2023)
  2. WI Stat § 71.27 (2023)
  3. WI Stat § 180.0801 (2023)
  4. WI Stat § 180.0803 (2023)
  5. WI Stat § 180.0802 (2023)
  6. WI Stat § 180.0805 (2023)
  7. WI Stat § 180.0806 (2023)
  8. WI Stat § 180.0840 (2023)
  9. WI Stat § 180.0841 (2023)
  10. WI Stat § 180.0820 (2023)
  11. WI Stat § 180.0824 (2023)
  12. WI Stat § 180.0207 (2023)