Wisconsin Code § 193.435

Actions of the board
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(1) GENERALLY. Unless
this chapter or the articles or bylaws provide otherwise and except
as provided in sub. (2), the board shall take action by the affirmative vote of the greater of the following:
(a) A majority of directors present at a meeting at the time the
action is taken.
(b) A majority of the minimum number of directors that
would constitute a quorum for the transaction of business at the
meeting.
(2) EXCEPTION FOR OBJECTING DIRECTOR. Any director who
objects at the beginning of a board meeting to the transaction of
business because the meeting is not lawfully called or convened
and who fails to participate in the meeting after the objection may
not be considered as present at the meeting for purposes of sub.
(1).

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