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Free Wisconsin Corporate Bylaws Template

Corporate bylaws are the internal rules your Wisconsin corporation runs on, and a second set can shield directors who act during a catastrophe. Answer a few simple questions and Document Genius builds a customizable set in minutes.

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What Are Corporate Bylaws in Wisconsin?

Corporate bylaws are the internal rules a Wisconsin corporation adopts to govern itself. Section 180.0206 of the Wisconsin Statutes covers the ordinary set.

A neighbouring section covers a second one. Wisconsin corporate bylaws can be paired with emergency bylaws under section 180.0207, and that section names the exact liability provisions it overrides.

Wisconsin Requirements for Corporate Bylaws

Adoption is permissive and broad. The emergency provisions are where the detail sits.

Who May Adopt

Subsection (1) says the incorporators, board of directors or shareholders of a corporation may adopt initial bylaws. All three appear as alternatives, and the verb is may rather than shall.

Contents, in an Unusual Order

Subsection (2) permits any provision for managing the business and regulating the affairs of the corporation that is not inconsistent with its articles of incorporation or with the laws of this state. Note the sequence: Wisconsin names the articles first and the law second, reversing the order almost every other state uses.

What Counts as an Emergency

Section 180.0207(1) defines emergency as a catastrophic event that prevents a quorum of the corporation’s directors from being readily assembled.

The Liability Shield

Subsection (4) is the striking part. Notwithstanding sections 180.0828, 180.0831 and 180.0833, corporate action taken in good faith in accordance with the emergency bylaws binds the corporation and may not be used to impose liability on a corporate director, officer, employee or agent.

What Do Wisconsin Emergency Bylaws Protect Against?

Liability, and the statute is specific about which provisions it displaces. Section 180.0207(4) names three sections by number rather than gesturing at director liability in general.

That precision is the point. A director acting under emergency bylaws in good faith knows exactly which liability routes the shield covers, instead of relying on a general assurance.

Adopting them takes a board resolution. Unless the articles of incorporation provide otherwise, the board may adopt bylaws effective only in an emergency.

Wisconsin certifies its published statutes under section 35.18 and prints the exact date through which each volume is current. When you cite a Wisconsin section, note that date, because it tells a reader precisely how current your reading was.

How to Adopt Corporate Bylaws in Wisconsin

Adopting Wisconsin corporate bylaws is internal, with nothing filed afterwards.

  1. File your articles of incorporation and the corporation is under way.
  2. Pick from the three groups subsection (1) names: incorporators, board, or shareholders.
  3. Draft the ordinary bylaws, covering meetings, quorum, directors, officers, and shares.
  4. Consider an emergency set under section 180.0207, unless the articles rule it out.
  5. Adopt and minute the decision, noting who acted and when.
  6. Keep both sets with your corporate records, clearly labelled and dated.