Wisconsin § 181.0103 - Definitions.

§ 181.0103. Definitions.

In this chapter: 181.0103(1) (1) “Articles of incorporation” includes amended and restated articles of incorporation and articles of domestication. 181.0103(2) (2) “Board” means the group of persons vested with the management of the affairs of the corporation, irrespective of the name by which such group is designated. 181.0103(3) (3) “Bylaws” means the code of rules, other than the articles of incorporation, adopted under this chapter for the regulation or management of the affairs of a corporation, by whatever name designated. 181.0103(4) (4) “Class” means a group of memberships having the same rights, whether those rights are identical or are determined by a formula applied uniformly, with respect to voting, dissolution of a corporation, and redemption and transfer of memberships. 181.0103(5) (5) “Corporation” or “domestic corporation” means, except as used in subs. (13) and (18) , a nonstock corporation, including a nonprofit corporation, that is incorporated under or becomes subject to this chapter, except a foreign corporation. 181.0103(6) (6) “Delegates” means those persons elected or appointed to vote in a representative assembly for the election of a director or on other matters. 181.0103(7) (7) “Deliver” means deliver by hand, mail, commercial delivery service, electronic transmission, or any other method of delivery used in conventional commercial practice. 181.0103(8) (8) “Department” means the department of financial institutions. 181.0103(9) (9) “Director” means an individual, designated in the articles of incorporation or bylaws or elected by the incorporators, and the individuals’ successors, and an individual elected or appointed by any other name or title to act as a member of the board. 181.0103(10) (10) “Distribution” means the payment of a dividend or any part of the assets, income or profit of a corporation to its members, directors or officers, but does not include the payment of reasonable compensation, benefits, pensions, incentive compensation or the reimbursement of expenses. 181.0103(10g) (10g) “Domestic” means, with respect to an entity, an entity whose governing law is the law of this state. 181.0103(10m) (10m) “Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities. 181.0103(10p) (10p) “Electronic signature” means an electronic sound, symbol, or process, attached to or logically associated with a writing and executed or adopted by a person with intent to authenticate the writing. 181.0103(11) (11) “Employee” does not include an officer or director who is not otherwise employed by the corporation. 181.0103(12) (12) “Entity” means any person other than an individual and includes a domestic corporation; a foreign corporation; a limited liability company; a stock corporation; a partnership; a limited partnership; a general cooperative association; a limited cooperative association; a profit or nonprofit unincorporated association; a statutory trust; a business trust; a common-law business trust; an estate; a trust; an association, joint venture, public corporation, government or governmental subdivision, agency, or instrumentality; or any other legal or commercial entity. 181.0103(12g) (12g) “Foreign” means, with respect to an entity, an entity whose governing law is other than the law of this state. 181.0103(13) (13) “Foreign corporation” means a nonprofit or nonstock corporation organized under a law other than the law of this state and whose governing law is other than the law of this state. 181.0103(13g) (13g) “General cooperative association” means, with respect to a Wisconsin cooperative, a cooperative organized under ch. 185 . 181.0103(13m) (13m) “Governing law” means, with respect to an entity, the law of the jurisdiction that collectively governs its internal affairs and the liability of the persons associated with the entity for a debt, obligation, or other liability of the entity under s.