Directors' resolutions requirements in Wisconsin (WBCL)
What a Wisconsin corporation must know about directors' resolutions requirements under Wisconsin Business Corporation Law, Wis. Stat. Ch. 180.
| Wis. Stat. § 180.0821 | Action without meeting |
|---|---|
| Wis. Stat. § 180.0820 | Meetings |
| Wis. Stat. § 180.0831 | Conflict-of-interest |
| Wis. Stat. § 180.0828 | Duty of directors |
- Action by unanimous written consent in lieu of a meeting is permitted under all 50 states' MBCA-framework statutes
- Effective on the date of the last signature, unless otherwise specified
- Conflict-of-interest rules require disclosure plus safe-harbor approval
- Resolutions filed in the corporate records; available for shareholder inspection under state rules
- Electronic signatures permitted under each state's UETA-equivalent legislation
What the WBCL requires
Wis. Stat. § 180.0821 permits Wisconsin corporations to act by unanimous written consent of directors. Mirrors MBCA § 8.21.
- Every director entitled to vote must sign
- The resolution is dated as of the last signature
- It is filed to the corporate records with the original signatures
- Counterpart execution is acceptable
Conflict of interest
Directors with a material interest in a contract or transaction must disclose under the applicable statute and, generally, cannot vote on the related resolution.
Validity despite procedural irregularities
Most state corporation codes provide protection: acts of directors are valid notwithstanding defects in their election, appointment, or qualification later discovered.
Octelligence provides jurisdiction-specific resolution templates for every common board action.
See Digital Corporate RecordsTemplates per state, electronic signature, complete activity log.