1997 Wisconsin Act 27

27,3131j Section 3131j. 180.1130 (13) (f) of the statutes is amended to read:

180.1130 (13) (f) An offer by the issuing public resident domestic corporation to acquire its own equity securities.

27,3131k Section 3131k. 180.1131 (intro.) of the statutes is amended to read:

180.1131 Shareholder vote. (intro.) In addition to a vote otherwise required by law or the articles of incorporation of the issuing public resident domestic corporation, a business combination must be approved by the affirmative vote of at least all of the following, except as provided in s. 180.1132:

27,3131km Section 3131km. 180.1132 (1) (a) (intro.) of the statutes is amended to read:

180.1132 (1) (a) (intro.) The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by shareholders of the issuing public resident domestic corporation in the business combination is at least equal to the highest of the following:

27,3131L Section 3131L. 180.1132 (2) (c) of the statutes is amended to read:

180.1132 (2) (c) An issuing public A resident domestic corporation whose shareholders adopt an amendment to the articles of incorporation on or after April 24, 1984, by a vote of at least 80% of the votes entitled to be cast by outstanding shares of voting shares of the issuing public resident domestic corporation, voting together as a single voting group and by two-thirds of the votes entitled to be cast by persons, if any, who are not significant shareholders of the issuing public resident domestic corporation, voting together as a single voting group, expressly electing not to be governed by ss. 180.1130 to 180.1134.

27,3131m Section 3131m. 180.1132 (3) of the statutes is amended to read:

180.1132 (3) Opt-in for certain corporations. A corporation that is not an issuing public a resident domestic corporation may elect, by express provision in its articles of incorporation, to be subject to ss. 180.1130 to 180.1134 as if it were an issuing public a resident domestic corporation unless its articles of incorporation contain a provision stating that the corporation is a close corporation under ss. 180.1801 to 180.1837.

27,3131n Section 3131n. 180.1134 (intro.) of the statutes is amended to read:

180.1134 Actions during take-over offer. (intro.) In addition to a vote otherwise required by law or the articles of incorporation of the issuing public resident domestic corporation, approval by vote of holders of a majority of the shares of the issuing public resident domestic corporation entitled to vote on the proposal is required at a shareholders' meeting held in conformance with ss. 180.0705 and 180.0725 before any of the following actions may be taken by the officers or board of directors of the issuing public resident domestic corporation, while a take-over offer is being made, or after a take-over offer has been publicly announced and before it is concluded, for the issuing public resident domestic corporation's voting shares:

27,3131nm Section 3131nm. 180.1134 (1) of the statutes is amended to read:

180.1134 (1) Acquiring more than 5% of the issuing public resident domestic corporation's voting shares at a price above the market value from any individual who or organization which holds more than 3% of the voting shares and has held the shares for less than 2 years, unless the issuing public resident domestic corporation makes at least an equal offer to acquire all voting shares and all securities which may be converted into voting shares.

27,3131o Section 3131o. 180.1134 (2) of the statutes is amended to read:

180.1134 (2) Selling or optioning assets of the issuing public resident domestic corporation which amount to at least 10% of the market value of the issuing public resident domestic corporation. This subsection does not apply to an issuing public a resident domestic corporation if all of the following are satisfied:

(a) The issuing public resident domestic corporation has at least 3 directors who are not either officers or employes of the issuing public resident domestic corporation.

(b) A majority of the directors who are not either officers or employes of the issuing public resident domestic corporation vote to not be governed by this subsection.

27,3131p Section 3131p. 180.1150 (1) (a) of the statutes is repealed.

27,3131pm Section 3131pm. 180.1150 (1) (b) of the statutes is amended to read:

180.1150 (1) (b) “Person" includes 2 or more individuals or persons acting as a group for the purpose of acquiring or holding securities of an issuing public a resident domestic corporation, but does not include a bank, broker, nominee, trustee or other person that acquires or holds shares in the ordinary course of business for others in good faith and not for the purpose of avoiding this section unless the person may exercise or direct the exercise of votes with respect to the shares at a meeting of shareholders without further instruction from another.

27,3131r Section 3131r. 180.1150 (1) (c) of the statutes is created to read:

180.1150 (1) (c) “Resident domestic corporation" has the meaning given in s. 180.1130 (10m).

27,3131s Section 3131s. 180.1150 (2) of the statutes is amended to read:

180.1150 (2) Unless otherwise provided in the articles of incorporation of an issuing public a resident domestic corporation and except as provided in sub. (3) or as restored under sub. (5), the voting power of shares of an issuing public a resident domestic corporation held by any person, including shares issuable upon conversion of convertible securities or upon exercise of options or warrants, in excess of 20% of the voting power in the election of directors shall be limited to 10% of the full voting power of those shares.

27,3131sm Section 3131sm. 180.1150 (3) (intro.) of the statutes is amended to read:

180.1150 (3) (intro.) Shares of an issuing public a resident domestic corporation held, acquired or to be acquired in any of the following circumstances are excluded from the application of this section:

27,3131t Section 3131t. 180.1150 (3) (e) of the statutes is amended to read:

180.1150 (3) (e) Shares acquired under s. 180.1101, 180.1102, 180.1104 or 180.1107 if the issuing public resident domestic corporation is a party to the merger or share exchange.

27,3131u Section 3131u. 180.1150 (3) (f) of the statutes is amended to read:

180.1150 (3) (f) Shares acquired from the issuing public resident domestic corporation.

27,3131um Section 3131um. 180.1150 (3) (g) of the statutes is amended to read:

180.1150 (3) (g) Shares acquired under an agreement entered into at a time when the issuing public resident domestic corporation was not neither a resident domestic corporation nor an issuing public corporation under s. 180.1150 (1) (a), 1995 stats.

27,3131v Section 3131v. 180.1150 (3) (i) of the statutes is amended to read:

180.1150 (3) (i) Shares acquired in a transaction incident to which the shareholders of the issuing public resident domestic corporation have voted under sub. (5) to approve the person's resolution delivered under sub. (4) to restore the full voting power of all of that person's shares.

27,3131w Section 3131w. 180.1150 (4) (intro.) of the statutes is amended to read:

180.1150 (4) (intro.) A person desiring a shareholder vote under sub. (5) shall deliver to the issuing public resident domestic corporation at its principal office a form of shareholder resolution with an accompanying notice containing all of the following:

27,3131x Section 3131x. 180.1150 (4) (c) of the statutes is amended to read:

180.1150 (4) (c) The number of shares of the issuing public resident domestic corporation owned by the person of record and beneficially under the meaning prescribed in rule 13d-3 under the securities exchange act of 1934.

27,3131xm Section 3131xm. 180.1150 (4) (f) of the statutes is amended to read:

180.1150 (4) (f) If shares representing in excess of 20% of the voting power were acquired or are proposed to be acquired for the purpose of gaining control of the issuing public resident domestic corporation, the terms of the proposed acquisition, including but not limited to the source of funds or other consideration and the material terms of the financial arrangements for the acquisition, any plans or proposals of the person to liquidate the issuing public resident domestic corporation, to sell all or substantially all of its assets, or merge it or exchange its shares with any other person, to change the location of its principal office or of a material portion of its business activities, to change materially its management or policies of employment, to alter materially its relationship with suppliers or customers or the communities in which it operates, or make any other material change in its business, corporate structure, management or personnel, and such other material information as would affect the decision of a shareholder with respect to voting on the resolution.

27,3131y Section 3131y. 180.1150 (5) (a) of the statutes is amended to read:

180.1150 (5) (a) Within 10 days after receipt of a resolution and notice under sub. (4), the directors of the issuing public resident domestic corporation shall fix a date for a special meeting of the shareholders to vote on the resolution. The meeting shall be held no later than 50 days after receipt of the resolution and notice under sub. (4), unless the person agrees to a later date, and no sooner than 30 days after receipt of the resolution and notice, if the person so requests in writing when delivering the resolution and notice.

27,3131ym Section 3131ym. 180.1150 (5) (d) of the statutes is amended to read:

180.1150 (5) (d) An issuing public A resident domestic corporation is not required to hold more than 2 meetings under par. (a) in any 12-month period with respect to resolutions and notices presented by the same person unless the person pays to the issuing public corporation, in advance of the 3rd or subsequent such meeting the reasonable expenses of the meeting including, without limitation, fees and expenses of counsel, as estimated in good faith by the board of directors of the issuing public resident domestic corporation and communicated in writing to the person within 10 days after receipt of a 3rd or subsequent resolution and notice from the person. In such event, notwithstanding par. (a), the directors may fix a date for the meeting within 10 days after receipt of payment in full of such estimated expenses rather than within 10 days after receipt of the resolution and notice.

27,3131yn Section 3131yn. 180.1150 (7) of the statutes is amended to read:

180.1150 (7) A corporation that is not an issuing public a resident domestic corporation may elect, by express provision in its articles of incorporation, to be subject to this section as if it were an issuing public a resident domestic corporation unless its articles of incorporation contain a provision stating that the corporation is a close corporation under ss. 180.1801 to 180.1837.

27,3131yp Section 3131yp. 180.1422 (1) (intro.) of the statutes is amended to read:

180.1422 (1) (intro.) A corporation that is administratively dissolved may apply to the department for reinstatement within 2 years after the later of January 1, 1991, or the effective date of dissolution. The application shall include all of the following:

27,3131yq Section 3131yq. 180.1422 (1) (b) of the statutes is amended to read:

180.1422 (1) (b) That A statement that each ground for dissolution either did not exist or has been eliminated cured.

27,3131yr Section 3131yr. 180.1422 (1) (c) of the statutes is amended to read:

180.1422 (1) (c) That A statement that the corporation's name satisfies s. 180.0401.

27,3131ys Section 3131ys. 180.1422 (2) (a) (intro.) of the statutes is amended to read:

180.1422 (2) (a) (intro.) The department shall cancel the certificate of dissolution and prepare issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following:

27,3131yt Section 3131yt. 180.1422 (2) (a) 2. of the statutes is amended to read:

180.1422 (2) (a) 2. That all fees and penalties owed by the corporation to the department under this chapter have been paid.

27,3131yu Section 3131yu. 180.1422 (2) (b) of the statutes is amended to read:

180.1422 (2) (b) The certificate of reinstatement shall state the department's determination under par. (a) and the effective date of reinstatement. The department shall file the original of the certificate and return provide a copy to the corporation or its representative.

27,3131z Section 3131z. 180.1602 (2) (c) of the statutes is amended to read:

180.1602 (2) (c) A person that has delivered the resolution under s. 180.1150 (4) may, by giving written notice to the issuing public resident domestic corporation, as defined in s. 180.1150 (1) (a) (c), that complies with s. 180.0141, inspect and copy the record of shareholders of the issuing public resident domestic corporation, in person or by agent or attorney at any reasonable time for the purpose of communicating with the shareholders in connection with the special shareholders' meeting under s. 180.1150 (5).

27,3131zc Section 3131zc. 180.1708 (7) (bm) of the statutes is amended to read:

180.1708 (7) (bm) Section Sections 180.1422 applies and 180.1423 apply to an administrative dissolution before, on or after January 1, 1991.

27,3131zf Section 3131zf. 181.563 (1) (intro.) of the statutes is amended to read:

181.563 (1) (intro.) A corporation that is administratively dissolved may apply to the department for reinstatement within 2 years after the later of January 1, 1994, or the effective date of dissolution. The application shall include all of the following:

27,3131zm Section 3131zm. 181.563 (1) (b) of the statutes is amended to read:

181.563 (1) (b) That A statement that each ground for dissolution either did not exist or has been eliminated cured.

27,3131zn Section 3131zn. 181.563 (1) (c) of the statutes is amended to read:

181.563 (1) (c) That A statement that the corporation's name satisfies s. 181.06.

27,3131zo Section 3131zo. 181.563 (2) (a) (intro.) of the statutes is amended to read:

181.563 (2) (a) (intro.) The department shall cancel the certificate of dissolution and prepare issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following:

27,3131zp Section 3131zp. 181.563 (2) (a) 2. of the statutes is amended to read:

181.563 (2) (a) 2. That all fees and penalties owed by the corporation to the department under this chapter have been paid.

27,3131zq Section 3131zq. 181.563 (2) (b) of the statutes is amended to read:

181.563 (2) (b) The certificate of reinstatement shall state the department's determination under par. (a) and the effective date of reinstatement. The department shall file the original of the certificate and serve provide a copy on to the corporation under s. 181.10 or its representative.

27,3131zr Section 3131zr. 181.68 (1) (L) of the statutes is amended to read:

181.68 (1) (L) Application for reinstatement following administrative dissolution, $10 $35.

27,3131zs Section 3131zs. 181.76 (6) of the statutes is created to read:

181.76 (6) Sections 181.563 and 181.564 apply to a corporation administratively dissolved before, on or after January 1, 1994.

27,3132 Section 3132 . 182.028 of the statutes is amended to read:

182.028 School corporations. Any corporation formed for the establishment and maintenance of schools, academies, seminaries, colleges or universities or for the cultivation and practice of music shall have power to enact bylaws for the protection of its property, and provide fines as liquidated damages upon its members and patrons for violating the bylaws, and may collect the same in tort actions, and to prescribe and regulate the courses of instruction therein, and to confer such degrees and grant such diplomas as are usually conferred by similar institutions or as shall be appropriate to the courses of instruction prescribed, except that no corporation shall operate or advertise a school that is subject to s. 38.51 39.51 (10) without complying with the requirements of s. 38.51 39.51. Any stockholder may transfer his or her stock to the corporation for its use; and if the written transfer so provides the stock shall be perpetually held by the board of directors with all the rights of a stockholder, including the right to vote.

27,3132m Section 3132m. 183.0802 (3) of the statutes is renumbered 183.0802 (3) (a) and amended to read:

183.0802 (3) (a) Unless Except as provided in par. (b), unless an operating agreement provides that a member does not have the power to withdraw by voluntary act from a limited liability company, the member may do so at any time by giving written notice to the other members, or on any other terms as are provided in an operating agreement. If the member has the power to withdraw but the withdrawal is a breach of an operating agreement or the withdrawal occurs as a result of otherwise wrongful conduct of the member, the limited liability company may recover from the withdrawing member damages for breach of the operating agreement or as a result of the wrongful conduct and may offset the damages against the amount otherwise distributable to the member, in addition to pursuing any remedies provided for in an operating agreement or otherwise available under applicable law. Unless otherwise provided in an operating agreement, in the case of a limited liability company for a definite term or particular undertaking, a withdrawal by a member before the expiration of that term or completion of that undertaking is a breach of the operating agreement.

27,3132p Section 3132p. 183.0802 (3) (b) of the statutes is created to read:

183.0802 (3) (b) If a member acquired an interest in a limited liability company for no or nominal consideration, the member may withdraw from the limited liability company only in accordance with the operating agreement and only at the time or upon the occurrence of an event specified in the operating agreement. If the operating agreement does not specify the time or the event upon the occurrence of which the member may withdraw, a member who acquired an interest in the limited liability company for no or nominal consideration may not withdraw prior to the time for the dissolution and commencement of winding up of the limited liability company without the written consent of all members of the limited liability company.

27,3133c Section 3133c. 185.981 (4t) of the statutes, as affected by 1995 Wisconsin Act 289, is amended to read:

185.981 (4t) A sickness care plan operated by a cooperative association is subject to ss. 252.14, 631.89, 632.72 (2), 632.745, 632.747, to 632.749, 632.87 (2m), (3), (4) and (5), 632.895 (10) and 632.897 (10) and ch. 155.

27,3133m Section 3133m. 185.981 (4t) of the statutes, as affected by 1997 Wisconsin Act .... (this act), is amended to read:

185.981 (4t) A sickness care plan operated by a cooperative association is subject to ss. 252.14, 631.89, 632.72 (2), 632.745 to 632.749, 632.87 (2m), (3), (4) and (5), 632.895 (10) to (13) and 632.897 (10) and ch. chs. 149 and 155.