Wisconsin commonly permits corporations, and nonprofits to conduct remote and virtual meetings. Remote meetings contingent on an association’s articles of incorporation, charter, or bylaws. The Wisconsin Nonstock Corporations Act governs nonstock corporations in Wisconsin regarding corporate structure and procedure. Most homeowners’ associations and condominiums in Wisconsin are organized as nonstock corporations (incorporated under Wisconsin law). Contact your association’s attorney to see what your community’s options are for virtual meetings based upon your governing documents.

Applicable Statute: Nonstock Corporations Act

Chapter 181: Nonstock Corporations. Subchapter VIII: Directors and Officers. Section 181.0820: Regular and special meetings

Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:

1. All participating directors may simultaneously hear or read each other’s communications during the meeting.

2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

(b) If a meeting will be conducted through the use of any means described in par.

(a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par.

(a) is considered to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.

                181.0207 Emergency bylaws.     

(1) Definition. In this section, “emergency" means a catastrophic event that prevents a quorum of the corporation's directors or members from being readily assembled.

(2) Adoption of emergency bylaws. Unless the articles of incorporation provide otherwise, the board of a corporation may adopt bylaws that are effective only in an emergency. Emergency bylaws are subject to amendment or repeal by the board or by the members, if any. Emergency bylaws may provide special procedures necessary for managing the corporation during the emergency, including any of the following:

(a) Procedures for calling a meeting of the board.

(b) Quorum requirements for the meeting.

(c) Designation of additional or substitute directors.

(3) Effectiveness. Provisions of the regular bylaws that are consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.

(4) Action taken under emergency bylaws. Notwithstanding ss. 181.0831 and 181.0833, 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, member, employee or agent.

History: 1997 a. 79.

                181.0303 Emergency powers.

(1) Definition. In this section, “emergency" has the meaning given in s. 181.0207 (1).

(2) Powers. In anticipation of or during an emergency, the board or members of a corporation may do all of the following:

(a) Modify lines of succession to accommodate the incapacity of a director, officer, employee or agent.

(b) Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.

(3) Meetings. Unless emergency bylaws adopted under s. 181.0207 provide otherwise, all of the following apply to a meeting of the board during an emergency:

(a) The corporation need give notice of a meeting of the board only to those directors whom it is practicable to reach and the corporation may give notice in any practicable manner, including by publication and radio.

(b) One or more officers of the corporation present at a meeting of the board may be considered to be a director for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.

(4) Action taken during emergency. Corporate action taken in good faith during an emergency under this section to further the ordinary affairs of the corporation binds the corporation and may not be used to impose liability on a corporate director, officer, member, employee or agent.

History: 1997 a. 79.