Wisconsin corporate bylaws specify the governance framework and operational guidelines within a corporation despite not being a legal requirement for establishment. Corporations adopt these regulations internally, and the incorporators or board of directors can initiate them.
Bylaws help corporations address potential internal disputes and avoid legal challenges, ensuring smooth operations and greater efficiency. Company members can reference this document to understand shareholders’ rights and responsibilities, directors’ duties, and protocols for managing committees and share transactions.
Legal Requirements
Wisconsin doesn’t require corporations to write bylaws. However, you can explore these legal requirements if you decide to write them:
- Annual Meetings – The corporation should hold an annual meeting of its shareholders according to the time listed in the bylaws. [1] Failure to hold an annual meeting does not affect the validity of any corporate action.
- Corporate Bylaws – The corporation should ensure the bylaws are consistent with state laws and the articles of incorporation. [2] Otherwise, they may contain any terms that are reasonably related to governing the business.
- Issuance of Stock – The board of directors can endorse the issuance of shares for consideration or benefit to the corporation. [3]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation thereof (choose one).
- Prohibited Words: Language stating/implying the incorporators have organized the entity for an impermissible purpose.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable.
- Transferability: Yes.
Emergency Bylaws
During an emergency, which state law defines as a catastrophic event that prevents a quorum from assembling, a board of directors can adopt bylaws. These bylaws will only be effective during emergencies. [4] Any provisions in the regular bylaws that do not conflict with the emergency bylaws will remain in effect during this time.
