Nonprofit Corporation Board Meeting, Notice, Quorum, and Director Proxy Rules in Wisconsin

At a glance

Requirements one by one

Calls and notice

Section 181.0820(1) calls a meeting regular if the bylaws or board fix its time and place; other meetings are special. Section 181.0822(4) ordinarily lets the board's presiding officer, president, or 20 percent of directors then in office call and give notice. Section 181.0822(2) calls for at least two days' notice of a special meeting's date, time, and place, but not its purpose. For a corporation without members, subsection (3) instead requires seven days' written notice before a board vote to remove a director or approve a matter that would require member approval if the corporation had members, unless notice is waived.

Remote participation

Section 181.0820(3) permits remote communication that lets directors simultaneously hear or read one another, or exchange messages transmitted immediately to everyone with an immediate reply capability. Participants must be told they are in a meeting where official business may occur. A qualifying remote director counts as present in person; if a director requests minutes, the minutes must be prepared and distributed.

Quorum and voting

Under § 181.0824(1), the default quorum is a majority of directors in office immediately before the meeting begins, rather than a majority of authorized seats. The articles or bylaws may provide otherwise. At the time of the vote, quorum must be present, and a majority of directors present ordinarily acts for the board. Section 181.0803(1) separately calls for a board of at least three individuals.

What trips people up

The two-day special-meeting rule in § 181.0822(2) does not displace the seven-day written-notice rule for the specified memberless-corporation decisions in subsection (3). Section 181.0823 lets a director waive required notice in signed writing or by attending, but preserves an objection made on arrival or before a matter's vote when the director does not later vote for or assent to it.

Common questions

Must directors meet inside Wisconsin? No. Section 181.0820(2) allows regular and special meetings inside or outside the state.

Can an absent director vote by proxy? Section 181.0824(2) counts directors present for the board vote and states no director-proxy procedure. Remote attendance under § 181.0820(3) can count as presence when its communication conditions are met.

Statutes and sources

• Wis. Stat. § 181.0803, official certified chapter accessed September 30, 2026.
• Wis. Stat. § 181.0820, official certified chapter accessed September 30, 2026.
• Wis. Stat. § 181.0822, official certified chapter accessed September 30, 2026.
• Wis. Stat. § 181.0823, official certified chapter accessed September 30, 2026.
• Wis. Stat. § 181.0824, official certified chapter accessed September 30, 2026.