180.1004 History
History: 1989 a. 303.
180.1005
180.1005
Amendment before issuance of shares. If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation. Unless the amendment has been approved by the affirmative vote or the written consent of not less than two-thirds of the shares subscribed for, any subscriber or shareholder who has not voted in favor of or consented to the amendment is released from his or her subscription and is entitled to repayment of any consideration paid for his or her shares upon application to the corporation within 10 days after notice, under
s. 180.0141, of the amendment.
180.1005 History
History: 1989 a. 303.
180.1006
180.1006
Articles of amendment. A corporation amending its articles of incorporation shall deliver to the department for filing articles of amendment that include all of the following information:
180.1006(3)
(3) If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.
180.1006(4)
(4) The date on which each amendment was adopted.
180.1006 History
History: 1989 a. 303;
1995 a. 27.
180.1007
180.1007
Restated articles of incorporation. 180.1007(1)
(1) A corporation's board of directors or, if the corporation has not yet issued shares, the incorporators may restate the articles of incorporation at any time and without shareholder approval, unless shareholder approval is required under
sub. (3).
180.1007(2)
(2) The restatement shall consist of the articles of incorporation as amended to date and shall contain a statement that they supersede and take the place of the existing articles of incorporation and any amendments to the articles of incorporation.
180.1007(3)(a)(a) In addition to the contents described in
sub. (2), the restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment, the restatement shall be adopted in the manner provided under
s. 180.1002, under
ss. 180.1003 and
180.1004 or under
s. 180.1005, whichever is applicable, except as provided in
par. (b).
180.1007(3)(b)
(b) Notwithstanding
s. 180.1003 (2) (b), if shareholder approval is required, the notice under
s. 180.1003 (2) (a) of the proposed shareholders' meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change that it would make in the articles of incorporation.
180.1007(4)
(4) A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement that include the name of the corporation and the text of the restated articles of incorporation together with a certificate including the following information:
180.1007(4)(a)
(a) A statement indicating whether the restatement contains an amendment to the articles of incorporation requiring shareholder approval and, if it does not, that the board of directors or the incorporators adopted the restatement.
180.1007(4)(b)
(b) If the restatement contains an amendment to the articles of incorporation requiring shareholder approval, the information required by
s. 180.1006 (1) to
(5).
180.1007(5)
(5) The restated articles of incorporation supersede the original articles of incorporation, any restated articles of incorporation previously adopted and all amendments to the original and any restated articles of incorporation.
180.1007 History
History: 1989 a. 303;
1995 a. 27.
180.1008
180.1008
Amendment pursuant to reorganization. 180.1008(1)(1) Except as provided in
sub. (4), a corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court having jurisdiction under federal statute.
180.1008(2)
(2) The persons designated by the court shall deliver to the department for filing articles of amendment that include all of the following information:
180.1008(2)(c)
(c) The date of the court's order or decree approving the articles of amendment.
180.1008(2)(d)
(d) The title of the reorganization proceeding in which the order or decree was entered.
180.1008(2)(e)
(e) A statement that the court had jurisdiction of the proceeding under federal statute.
180.1008(3)
(3) Notwithstanding
s. 180.1302, shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
180.1008(4)
(4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
180.1008 History
History: 1989 a. 303;
1995 a. 27.
180.1009(1)(1) An amendment to a corporation's articles of incorporation, including a restatement of its articles of incorporation under
s. 180.1007 that includes an amendment to its articles of incorporation, does not affect any of the following:
180.1009(1)(a)
(a) A cause of action existing against or in favor of the corporation.
180.1009(1)(b)
(b) A civil, criminal, administrative or investigatory proceeding to which the corporation is a party.
180.1009(1)(c)
(c) The existing rights of persons other than shareholders of the corporation.
180.1009(2)
(2) An amendment, or a restatement including an amendment, changing a corporation's name does not abate a civil, criminal, administrative or investigatory proceeding brought by or against the corporation in its former name.
180.1009 History
History: 1989 a. 303.
180.1020
180.1020
Amendment of bylaws by board of directors or shareholders. 180.1020(1)(1) A corporation's board of directors may amend or repeal the corporation's bylaws or adopt new bylaws except to the extent that any of the following applies:
180.1020(1)(b)
(b) The shareholders in adopting, amending or repealing a particular bylaw provide within the bylaws that the board of directors may not amend, repeal or readopt that bylaw.
180.1020(2)
(2) A corporation's shareholders may amend or repeal the corporation's bylaws or adopt new bylaws even though the board of directors may also amend or repeal the corporation's bylaws or adopt new bylaws.
180.1020 History
History: 1989 a. 303.
180.1021
180.1021
Bylaw fixing quorum or voting requirements for shareholders. 180.1021(1)(1) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.
180.1021(2)
(2) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders under
sub. (1) may not be adopted, amended or repealed by the board of directors.
180.1021 History
History: 1989 a. 303.
180.1022
180.1022
Bylaw fixing quorum or voting requirements for directors. 180.1022(1)(1) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows:
180.1022(1)(a)
(a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw provides otherwise under
sub. (2).
180.1022(1)(b)
(b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
180.1022(2)
(2) A bylaw adopted or amended by the shareholders that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
180.1022(3)
(3) Action by the board of directors to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified under
sub. (2).
180.1022 History
History: 1989 a. 303.
MERGER AND SHARE EXCHANGE
180.1101(1)(1) One or more corporations may merge into another corporation if the board of directors of each corporation, by resolution adopted by each board, approves a plan of merger and, if required by
s. 180.1103, its shareholders also approve the plan of merger.
180.1101(2)
(2) The plan of merger shall set forth all of the following:
180.1101(2)(a)
(a) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge.
180.1101(2)(c)
(c) The manner and basis of converting the shares of each corporation into shares, obligations or other securities of the surviving corporation or any other corporation or into cash or other property in whole or part.
180.1101(3)
(3) The plan of merger may set forth any of the following:
180.1101(3)(a)
(a) Amendments to the articles of incorporation of the surviving corporation.
180.1101 History
History: 1989 a. 303.
180.1102(1)(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation, by resolution adopted by each board, approves a plan of share exchange and, if required by
s. 180.1103, its shareholders also approve the plan of share exchange.
180.1102(2)
(2) The plan of share exchange shall set forth all of the following:
180.1102(2)(a)
(a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation.
180.1102(2)(c)
(c) The manner and basis of exchanging the shares to be acquired for shares, obligations or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
180.1102(3)
(3) The plan of share exchange may set forth other provisions relating to the exchange.
180.1102(4)
(4) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
180.1102 History
History: 1989 a. 303.
180.1103
180.1103
Action on plan of merger or share exchange. 180.1103(1)(1)
Submit to shareholders. After adopting and approving a plan of merger or share exchange, the board of directors of each corporation that is party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in
sub. (5), or share exchange for approval by its shareholders.
180.1103(2)
(2) Meeting notice. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with
s. 180.0705, except that the notice shall be given at least 20 days before the meeting date. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and shall contain or be accompanied by a copy or summary of the plan.
180.1103(3)
(3) Required vote. Unless this chapter, the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation require a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
180.1103(4)
(4) Separate voting by voting groups. Separate voting by voting groups is required on any of the following:
180.1103(4)(a)
(a) A plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under
s. 180.1004, except as provided in
s. 180.1707.
180.1103(4)(b)
(b) A plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
180.1103(5)
(5) When shareholder approval of merger not required. 180.1103(5)(a)1.
1. "Participating shares" means shares that entitle their holders to participate, without limitation, in distributions.
180.1103(5)(a)2.
2. "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
180.1103(5)(b)
(b) Action by the shareholders of the surviving corporation on a plan of merger is not required if all of the following conditions are satisfied:
