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How May a Wisconsin Corporation Make Changes to its Bylaws?
Corporate bylaws govern a Wisconsin corporation’s internal operations. They are generally drafted by an attorney before a company’s initial incorporation. While a company’s articles of incorporation are filed with the Wisconsin Department of Financial Institutions (FDI), the bylaws are an internal legal document governing important aspects of how the company is run and are not filed with the FDI. Although Wisconsin business law does not require bylaws, they contain important company policies and can prevent conflict and litigation by laying out a corporation’s ground rules. However, sometimes in the course of business, a company’s needs will change and necessitate the assistance of a Wisconsin business attorney to amend the bylaws.
What Types of Business Changes May Require Amending Wisconsin Corporate Bylaws?
Wisconsin corporate bylaws include information on how a corporation governs itself, including details about meetings, corporate stock, shareholders, directors and officers, and records. The types of bylaw amendments that a corporation may make will vary depending on the terms of the original bylaws. For example, bylaws should contain information on officers’ authorities, duties, compensation, and terms. Changes in an officer’s duties may also necessitate amending the bylaws, repealing bylaws, or adopting new bylaws.
How May A Corporation Amend Its Corporate Bylaws in Wisconsin?
Corporate bylaws may be amended either by corporate directors, members, or third parties, either in a meeting or by a vote. Depending on the circumstances, Wisconsin law requires a different percentage of members or directors to approve a bylaw amendment.
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Amendment of bylaws by the board of directors only:
In a corporation without members with voting rights, the company’s incorporators may adopt amendments to the bylaws until directors are chosen. Once there is a board of directors in place, the board may make the amendments. In this case, the board must provide notice of its meeting to approve bylaw amendments. Any amendment must be approved by a majority of the company’s directors.
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Amendment of bylaws by directors and members:
In a corporation whose members have voting rights, a company’s board may amend or repeal bylaws unless the articles of incorporation or Wisconsin law give that right solely to members with voting rights. Members with voting rights also have the right to make changes to the bylaws or adopt new bylaws if an amendment will affect their rights and privileges.
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Approval by a third party:
Sometimes a company’s articles of incorporation require a bylaw amendment to be approved by a third party such as investors, insurers, lenders, or government authorities.
Contact a Milwaukee, WI Business Law Attorney
Amending corporate bylaws is often complex, but having the right legal representation can assure that your business protects its rights and complies with state corporate law. Whether you need assistance drafting your company’s bylaws or amending them, contact our Milwaukee, WI business law attorneys at Gimbel, Reilly, Guerin & Brown, LLP for advice on making changes to your corporate structure and amending bylaws. Call 414-271-1440 today to schedule a consultation.
