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WISCONSIN
CHAPTER 187
RELIGIOUS SOCIETIES
SUBCHAPTER I
GENERAL PROVISIONS

187.19(1)
(1) Bishop may incorporate. The provisions of this chapter, except this section and subch. II,
shall not apply to or in any manner affect the Roman Catholic church or denomination, or any society or religious corporation now existing or which may be organized in connection therewith. The bishop of each diocese, being the only trustee of each Roman Catholic church in his diocese, may cause any or all congregations therein to be incorporated by adding four more members as trustees as hereinafter provided. The bishop and vicar-general of each diocese, the pastor of the congregation to be incorporated, together with two laypersons, practical communicants of such congregation (the latter to be chosen from and by the congregation), shall be such trustees.

187.19(2)
(2) Powers. Such corporation shall assume an appropriate name in its articles of incorporation and may purchase, accept, own and hold property, real and personal, and sell, convey and otherwise dispose of the same and contract debts, all of which shall be done subject to the bylaws and the restrictions hereinafter provided. Such corporation may sue and be sued, have a common seal, which may be changed at pleasure, and do all things necessary for the proper transaction of its business and duties and all things needful in the management of the temporal affairs of the Roman Catholic church of such congregation, and for the benefit thereof and of such members as may become attached and belong to said church in conformity with such rules and regulations as may be established by its bylaws; and also to purchase, own, hold, regulate, control, manage or dispose of any eleemosynary, educational, cemetery, religious or other property which it may acquire in connection with said church and the congregation thereof or be assigned to it by the bishop or other person or persons.

187.19(3) (3) Bishop, vicar-general, pastor. The bishop and vicar-general shall be and remain members of the corporation as long as they shall be and remain respectively bishop and vicar-general of the diocese; and the pastor shall be and remain a member of the corporation so long as the pastor shall be pastor of the congregation; and whenever either or all of them shall cease to be bishop, vicar-general or pastor as aforesaid their respective successors as bishop, vicar-general or pastor shall become their respective successors as members of the corporation, and in like manner they shall have perpetual succession. The bishop and vicar-general or either of them may be represented at any meeting of the congregation or at any meeting of the directors by proxy with like effect as if personally present. The 2 laypersons shall be and remain members of the corporation for the term of 2 years and until their successors, who in all cases shall be laypersons, are chosen or selected as provided by the bylaws. In case of a vacancy in the office of bishop of the diocese the administrator thereof, or such other person as may be appointed according to the rules of the Roman Catholic church to preside over and administer the spiritual and temporal affairs of the diocese, shall be, while he is such administrator or appointee, a member of the corporation in the place and stead of the bishop of the diocese and have the same power and authority in the corporation as the bishop would have.

187.19(4)
(4) Officers; bonds. The officers of the corporation shall be a president, vice president, treasurer and secretary. The bishop, a successor or administrator or other person appointed according to the rules of the Roman Catholic church, or administrator for the time being, shall be president; the pastor shall be vice president, and the treasurer and secretary shall be selected or chosen from among the laypersons as provided by the bylaws. In all cases the treasurer shall be required to give bond to the corporation in the sum and with the sureties the directors require, conditioned that the treasurer will faithfully account for and pay over all moneys received as treasurer and otherwise faithfully discharge the duties of the office, which bond shall, before the treasurer enters upon such duties, be approved by the president, vice president and secretary by endorsement made thereon. Whenever the secretary or treasurer, after due notice, neglects or fails to attend the meetings of the directors or attend to the business of the corporation the office shall be declared vacant by the remaining directors and the vacancy be filled by them.

187.19(5)
(5) Debts; sale of realty. The bishop or administrator, the vicar-general, pastor, treasurer and secretary shall be directors of the corporation. They may, by a majority vote, contract debts not exceeding in amount the sum of $300. Debts in excess of that sum may be contracted by the consent and vote of all the directors. Such debt may be evidenced by a note or other evidence of debt and may be secured by a mortgage on the property of the corporation, but the note, other evidence of debt or mortgage shall not be construed as implying any covenant for the payment of the sum thereby intended to be secured on the part of any of the directors, but the remedies of the payee or mortgagee named therein shall be confined to the lands and property of the corporation. The real estate of the corporation shall not be sold, mortgaged, encumbered or disposed of in any manner without the vote and consent of all the directors.

187.19(6)
(6) Bylaws. The directors, by unanimous vote, may adopt such bylaws, not contrary to the constitution and laws of this state, the statutes of the diocese and the discipline of the Roman Catholic church, as may be deemed necessary for the proper government of such corporation and the management and business thereof or the temporal affairs of such congregation which may become connected therewith or attached thereto. Said bylaws may be altered or amended in the same manner as bylaws are herein required to be adopted and not otherwise; and whenever so adopted or amended shall, before taking effect, be recorded by the secretary in a book to be kept for that purpose and be subscribed to by each of said directors.

187.19(7)
(7) Articles to be recorded in office of register of deeds. Whenever any of said congregations have complied with the foregoing provisions, the articles of incorporation thereof shall be made out accordingly, be signed by the president and secretary in the presence of two witnesses, who shall sign their names thereto, and acknowledged before some notary public or other person authorized by law thereto and filed with the department of financial institutions, and recorded in the office of the register of deeds in the county or counties where such corporation may own real estate.

187.19(8)
(8) Failure to file or record articles in office of register of deeds not to affect validity. Whenever in the organization of corporations under this section there may have been a failure to record the articles of association or to file a copy thereof in the office of the register of deeds of the proper county, such failure shall not affect the validity of the corporation but the corporation shall be a body corporate from and after the date of the signing of the articles provided that the corporation records the articles or files a copy thereof in the office of the register of deeds of the proper county within 3 months after April 10, 1901.

187.19(9)
(9) Amendment of articles. The articles of incorporation of any such congregations may be altered or amended by the unanimous vote of the directors of such corporation. When adopted, duplicate copies of such amendment, each with a certificate thereto affixed, signed by the president and secretary and the other directors, and sealed with the corporate seal, if there be any, stating the fact and date of the adoption of such amendment and that the same was adopted by unanimous vote of the directors of the corporation and that such copy is a true copy of the original, shall be made, and one of such duplicate copies shall be filed with the department of financial institutions and the other shall be recorded in the office of the register of deeds of the county where such corporation is located and in the office of the register of deeds of any other county or counties where the corporation may own real estate.

187.19(10)
(10) Dissolution of corporation. Any corporation organized under this section may dissolve by adopting a resolution to that effect by unanimous vote of the directors of such corporation. When adopted, duplicate copies of such resolution of dissolution, each with a certificate thereto affixed, signed by the president and secretary and the other directors, and sealed with the corporate seal, if there be any, stating the fact and date of adoption of such resolution and that the same was adopted by unanimous vote of the directors of the corporation and that such copy is a true copy of the original, shall be made, and one of such duplicate copies shall be filed with the department of financial institutions and the other shall be recorded in the office of the register of deeds of the county where such corporation is located and in the office of the register of deeds of any other county or counties where the corporation may own real estate.

187.19(11)
(11) Title to property on dissolution. Whenever any such corporation shall become defunct or be dissolved the property thereof shall vest in the bishop of the diocese in which such corporation is located, and if within three years from the date of such dissolution said congregation be reincorporated in the manner prescribed by this section the said property so belonging to such defunct or dissolved corporation at the time of its dissolution shall vest in such new corporation.

187.19 - ANNOT.
History: 1979 c. 110; 1985 a. 332; 1989 a. 306; Stats. 1989 s. 187.19; 1993 a. 184, 301; 1995 a

SUBCHAPTER II
LIABILITY AND INDEMNIFICATION;
ROMAN CATHOLIC CHURCH
187.20
187.20 Indemnification by incorporated Roman Catholic church; definitions.:

187.20(1) (1) "Director or officer" means any of the following:

187.20(1)(a
(a) An individual who is serving as a president, vice president, treasurer or secretary of an incorporated Roman Catholic church under or as a director of an incorporated Roman Catholic church under

187.20(1)(b)
(b) An individual who, while a director or officer of an incorporated Roman Catholic church, is or was serving at the request of the incorporated Roman Catholic church as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of a corporation, limited liability company, partnership, joint venture, trust or other enterprise.

187.20(1)(c)
(c) An individual who, while a director or officer of an incorporated Roman Catholic church, is or was serving an employee benefit plan because his or her duties to the incorporated Roman Catholic church also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.

187.20(1)(d) (d) Unless the context requires otherwise, the estate or personal representative of a director or officer of an incorporated Roman Catholic church.

187.20(2) (2) "Expenses" includes fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.

187.20(3) (3) "Incorporated Roman Catholic church" means a corporation organized under s187.19.

187.20(4) (4) "Liability" includes the obligation to pay a judgment, settlement, forfeiture, or fine, including any excise tax assessed with respect to an employee benefit plan, plus costs, fees, and surcharges imposed under ch. 814, and reasonable expenses.

187.20(5) (5) "Party" means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.

187.20(6) (6) "Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the incorporated Roman Catholic church or by any other person.

187.20 - ANNOT. History: 1989 a. 306; 1993 a. 112; 2003 a. 139.

187.21 187.21 Indemnification of directors and officers.
187.21(1) (1) An incorporated Roman Catholic church shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the incorporated Roman Catholic church.

187.21(2) (2)
187.21(2)(a) (a) In cases not included under sub. (1), an incorporated Roman Catholic church may indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the incorporated Roman Catholic church, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the incorporated Roman Catholic church and the breach or failure to perform constitutes any of the following:

187.21(2)(a)1. 1. A willful failure to deal fairly with the incorporated Roman Catholic church or its members in connection with a matter in which the director or officer has a material conflict of interest.

187.21(2)(a)2. 2. A violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.

187.21(2)(a)3. 3. A transaction from which the director or officer derived an improper personal profit.

187.21(2)(a)4. 4. Willful misconduct.

187.21(2)(b) (b) Determination of whether an incorporated Roman Catholic church will indemnify a director or officer under this subsection shall be made under s. 187.22.

187.21(2)(c) (c) The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not permitted under this subsection.

187.21(3) (3) A director or officer who seeks indemnification under this section shall make a written request to the incorporated Roman Catholic church.

187.21(4) (4)
187.21(4)(a) (a) The obligation of an incorporated Roman Catholic church to indemnify under sub. (1) and its authority to indemnify under sub. (2) may be limited by its articles of incorporation under s. 187.24.

187.21(4)(b) (b) A director or officer may not seek indemnification under this section if the director or officer has previously received indemnification or allowance of expenses from any person, including the incorporated Roman Catholic church, in connection with the same proceeding.

187.21 - ANNOT. History: 1989 a. 306.

187.22 187.22 Determination of voluntary indemnification. Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the director or officer and the incorporated Roman Catholic church, the director or officer seeking indemnification under s. 187.21 (2) shall select one of the following means for determining whether the incorporated Roman Catholic church will indemnify the director or officer:

187.22(1) (1) By majority vote of a quorum of the board of directors consisting of directors not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the board of directors and consisting solely of 2 or more directors not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.

187.22(2) (2) By independent legal counsel selected by a quorum of the board of directors or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full board of directors, including directors who are parties to the same or related proceedings.

WYOMING

Wyoming Statutes
Title 17
CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS

CHAPTER 8
CHURCHES AND RELIGIOUS SOCIETIES GENERALLY
17-8-101. Incorporation by churches, parishes and societies having governing body; purposes generally.
Churches, parishes, and societies of all religious bodies, sects, or denominations in this state, or a board of trustees of such churches, parishes, and societies of all religious bodies, having an episcopate, presbytery, synod, conference or other governing body, with spiritual jurisdiction extending over the whole state, or part thereof not less than six (6) counties, may become incorporated for religious, missionary, educational or charitable purposes in the manner hereinafter provided; or said incorporation may be limited to the purposes of acquiring and holding the legal title to property, real and personal, required for the use of such churches, parishes, or societies, or any of them, or of such general governing body, and for the purpose of conveying the same, and contracting with reference thereto.
17-8-102. Organization meeting; officers.
The chief or presiding or executive officer of the religious bodies, sects or denominations mentioned in the preceding section [§ 17-8-101] may, at such place in this state as he may appoint for the purpose, convene a meeting of himself and some other officer or officers, subordinate to himself, but having general jurisdiction throughout the state, or part of the state aforesaid, and one (1) or more priests, ministers or clergymen of the proposed church, parish or society, and at least two (2) laymen resident within the limits thereof, of which meeting the said chief or presiding or executive officer shall be president and one (1) of the other persons present shall be secretary.
17-8-103. Contents, execution and filing of articles of incorporation; competency to transact business in corporate name.
(a) The said five (5) or more persons, being so convened and organized as a meeting, shall adopt articles of incorporation which shall fix:
(i) The name of the church, parish or society so incorporated, or the name of the church, parish or society in whose behalf or interest the corporation is formed;
(ii) The object and purpose of the incorporation;
(iii) The amount of debts which it shall be competent to contract, beyond which amount the corporation shall have no power to contract debts binding at law or equity upon it, its members or its property;
(iv) The manner in which it may contract and become bound for debts and may convey, encumber or change its property;
(v) The manner in which the succession of the members of said corporation shall be regulated and vacancies in their number filled;
(vi) The time of the commencement and the termination of the corporation;
(vii) By what officers its affairs shall be conducted.
(b) Which articles, being subscribed and acknowledged by the persons present at said meeting and filed in the office of the secretary of state, and recorded in the office of the county clerk of the county where such church, parish or society shall be located, whereupon such corporation shall be competent to transact all business in any by its corporate name.
17-8-104. Authority to make bylaws.
Every incorporation under this act [§§ 17-8-101 through 17-8-107] shall be authorized to make such bylaws as may be necessary to carry into effect fully all the purposes of such incorporation; provided, the same be not in conflict with the constitution of the United States, the laws of congress or of this state.
17-8-105. Corporators and members of corporation.
The persons attending said meeting shall be the corporators and members of the corporation until their places may be supplied by and under the provisions of the articles of incorporation.
17-8-106. Incorporation by body of Christians for purposes of education, benevolence, charity and missions.
If any body of Christians has or shall have, according to its order or mode of government, an organization, whether known as synod, presbytery, conference, episcopate or other name, with ecclesiastical or spiritual jurisdiction over its members throughout this state, and its authorities shall desire to engage in work of education, benevolence, charity and missions, which works shall be of like extensive operation and benefit, and not of limited or local service, and they shall deem an incorporation convenient for the more successful operation of said works, all, or any of them, its said authorities, with such persons as they may associate with them, may cause such incorporation to be formed in the manner and with the powers hereinbefore provided for the incorporation of a church, congregation or society.
17-8-107. Applicability of general corporation laws.
Corporations organized under the provisions of this act [§§ 17-8-101 through 17-8-107] shall be subject to the laws of this state in respect to corporations which are applicable to them, save as herein expressly provided.
17-8-108. Incorporation for establishing benevolent institutions and for holding real and personal property.
If any presbytery, synod, conference, episcopate or other ecclesiastical body or association of Christians having jurisdiction over its members throughout the state, or a part thereof, extending over at least four (4) counties, and its authorities shall desire to establish missions, churches and other benevolent institutions and in this behalf to acquire property real and personal to aid in extending its spiritual jurisdiction and charities, and shall deem an incorporation necessary or convenient for the more effective accomplishment of its general objects, its authorities may cause such incorporation to be formed in the manner and with all the powers now provided by law for the incorporation of churches, congregations or societies and such other powers as are incident and necessary to the successful performance of any or all its objects.
17-8-109. Corporations; purposes for which such corporations may be formed.
Corporations may be formed for acquiring, holding or disposing of church or religious society property, for the benefit of religion, for works of charity and for public worship in the manner hereinafter provided.
17-8-110. Corporations; execution, acknowledgment and filing of articles of incorporation.
Any person being the archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, of any church or religious society, who shall have been duly chosen, elected or appointed, in conformity with the constitution, canons, rites, regulations, or discipline of said church or religious society, and in whom shall be vested the legal title to the property of such church or religious society, may make and subscribe written articles of incorporation in duplicate, acknowledge the same before some officer authorized to take acknowledgment, and file one (1) of such articles in the office of the secretary of state, and retain possession of the other.
17-8-111. Corporations; contents of articles of incorporation; amendment of articles.
(a) The articles of incorporation shall specify:
(i) The name of the corporation, by which it shall be known;
(ii) The object of said corporation;
(iii) The estimated value of the property at the time of making the articles of incorporation;
(iv) The title of the person making such articles. Any corporation so formed shall have power from time to time to alter or amend its articles of incorporation; such amendment shall be made by the corporation sole, and executed by the same person who executed the original articles of incorporation, or by his successor in office, and shall be filed and recorded in the same office and in the same manner as is provided for filing the original articles.
17-8-112. Corporations; creation and powers generally.
Upon making and filing for record articles of incorporation as herein provided, the person subscribing the same, and his successor in office by the name or title specified in the articles, shall thereafter be deemed, and is hereby created, a body politic and a corporation sole, with continual perpetual succession, and shall have power to acquire and possess, by donation, gift, bequest, devise, or purchase, and to hold and maintain property, real, personal, and mixed, and to grant, sell, convey, rent, or otherwise dispose of the same as may be necessary to carry on or promote the objects of the corporation; and shall have authority to borrow money and to give written obligations therefor, and to secure the payment thereof by mortgage or other lien, upon real or personal property, when necessary to promote said objects.
17-8-113. Corporations; other powers.
Such corporation shall have the power to contract and be contracted with, to sue and be sued, plead and be pleaded in all courts of justice, and to have and use a common seal by which all deeds and acts of such corporation may be authenticated.
17-8-114. Corporations; execution of deeds and other written instruments.
All deeds and other instruments of writing shall be made in the name of the corporation and signed by the person representing the corporation, in the official capacity designated in the articles of incorporation, and be sealed with the seal of the corporation, an impression of which seal shall be filed in the office of the secretary of state.
17-8-115. Corporations; evidence of corporate existence.
The articles of incorporation, or a certified copy of those filed and recorded in the office of the secretary of state, shall be evidence of the existence of such corporation.
17-8-116. Corporations; vesting of title to property in successor; filing of certified copy of commission by successor.
In the event of the death or resignation of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, or of his removal therefrom by the person or body having authority to remove him, when such person is at the time a corporation sole, his successor in office, as such corporation sole, shall be vested with the title to any and all property held by his predecessor, as such corporation sole, with like power and authority over the same, and subject to all the legal liabilities and obligations with reference thereto. Such successor shall file in the office of the county clerk of each county wherein any of said real property is situated, a certified copy of his commission, certificate or letter of election or appointment.
17-8-117. Vesting of title to property in successor when held beneficially by church official and not by corporation.
In case of the death, resignation or removal of any such archbishop, bishop, president, trustee in trust, president of stake, president of congregation, overseer, presiding elder, or clergyman, who at the time of his death, resignation, or removal, was holding the title to trust property for the use or benefit of any church or religious society, and not incorporated as a corporation sole, the title to any and all such property held by him, of every nature and kind, shall not revert to the donor, nor vest in the heirs of such deceased person, but shall be deemed to be in abeyance, after such death, resignation, or removal, until his successor is duly appointed to fill such vacancy, and upon the appointment of such successor, the title to all the property held by his predecessor shall at once, without any other act or deed, vest in the person appointed to fill such vacancy.

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