(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Section 3131p. 180.1150 (1) (a) of the statutes is repealed.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.
27,3134c
Section 3134c. 185.983 (1) (intro.) of the statutes, as affected by 1995 Wisconsin Act 289, is amended to read:
185.983 (1) (intro.) Every such voluntary nonprofit sickness care plan shall be exempt from chs. 600 to 646, with the exception of ss. 601.04, 601.13, 601.31, 601.41, 601.42, 601.43, 601.44, 601.45, 611.67, 619.04, 628.34 (10), 631.89, 631.93, 632.72 (2), 632.745, 632.747,
to 632.749, 632.775, 632.79, 632.795, 632.87 (2m), (3), (4) and (5), 632.895 (5), (9) and (10), 632.896 and 632.897 (10), subch. II of ch. 619 and chs. 609, 630, 635, 645 and 646, but the sponsoring association shall:
27,3134m
Section 3134m. 185.983 (1) (intro.) of the statutes, as affected by 1997 Wisconsin Act .... (this act), is amended to read:
185.983 (1) (intro.) Every such voluntary nonprofit sickness care plan shall be exempt from chs. 600 to 646, with the exception of ss. 601.04, 601.13, 601.31, 601.41, 601.42, 601.43, 601.44, 601.45, 611.67, 619.04, 628.34 (10), 631.89, 631.93, 632.72 (2), 632.745 to 632.749, 632.775, 632.79, 632.795, 632.87 (2m), (3), (4) and (5), 632.895 (5), (9) and (10) and (9) to (13), 632.896 and 632.897 (10), subch. II of ch. 619 and chs. 609, 630, 635, 645 and 646, but the sponsoring association shall:
27,3134mi
Section 3134mi. 196.04 (4) of the statutes is amended to read:
196.04 (4) If the parties cannot agree and the commission finds that public convenience and necessity or the rendition of reasonably adequate service to the public requires that a public utility or, telecommunications provider or cable operator, as defined in s. 66.082 (2) (b), be permitted to extend its lines on, over or under the right-of-way of any railroad, or requires that the tracks of any railroad be extended on, over or under the right-of-way of any public utility or, telecommunications provider or cable operator, the commission may order the extension by the public utility, telecommunications provider, cable operator or railroad on, over or under the right-of-way of the other if it will not materially impair the ability of the railroad, telecommunications provider, cable operator or public utility, on, over or under whose right-of-way the extension would be made, to serve the public. The commission shall prescribe lawful conditions and compensation which the commission deems equitable and reasonable in light of all the circumstances.
27,3142
Section 3142
. 196.20 (5) (d) of the statutes is amended to read:
196.20 (5) (d) If the commission does not conduct a hearing under this subsection, a proposed rate increase or change in a rate schedule becomes effective as proposed and any rates, tolls or charges under review under s. 196.215 (6) or (7) may not be altered unless the commission issues a final order no later than 150 days after the commission receives the application or receives the information under par. (b) 1g. and 1r. If the commission conducts a hearing, a proposed rate increase or change in a rate schedule becomes effective as proposed and any rates, tolls or charges under review under s. 196.215 (6) or (7) may not be altered unless the commission issues the final order no later than 180 days after the commission receives the application or receives the information under par. (b) 1g. and 1r. If the commission conducts a hearing, the hearing examiner may extend the time for issuing a final order up to 30 additional days. The commission and the small telecommunications utility may agree in writing to extend the time for issuing a final order. Notwithstanding ss. 196.34 and 196.36 (2), the commission may require the small telecommunications utility to bear the expense of producing a transcript of a hearing conducted under this section.
27,3143
Section 3143
. 196.20 (6) of the statutes is amended to read:
196.20 (6) If a telecommunications utility that is not a small telecommunications utility and that has 150,000 or less access lines in use in this state files with the commission an application for a rate change that constitutes an increase in rates, the rate change becomes effective as proposed unless the commission issues the final order on the application no later than 180 days after the commission receives the application. The hearing examiner may extend the time for issuing a final order up to 30 additional days. The commission and the telecommunications utility may agree in writing to extend the time for issuing a final order. Notwithstanding ss. 196.34 and 196.36 (2), the commission may require the telecommunications utility to bear the expense of producing a transcript of a hearing conducted under this subsection.
27,3143m
Section 3143m. 196.202 (1) of the statutes is amended to read:
196.202 (1) Definition. In this section, “cellular mobile radio telecommunications utility" means a person authorized by the federal communications commission to provide domestic public commercial mobile cellular radio telecommunications service under 47 USC 154 (i).
27,3144
Section 3144
. 196.202 (2) of the statutes is amended to read:
196.202 (2) Scope of regulation. A cellular mobile radio telecommunications utility is not subject to ch. 184 or this chapter, except a cellular mobile radio telecommunications utility is subject to s. 196.218 (3) to the extent not preempted by federal law. If the application of s. 196.218 (3) to a cellular mobile radio telecommunications utility is not preempted, a cellular mobile radio telecommunications utility shall respond, subject to the protection of the cellular mobile radio telecommunications utility's competitive information, to all reasonable requests for information about its operations in this state from the commission necessary to establish and administer the universal service fund.
27,3145
Section 3145
. 196.218 (1) of the statutes is renumbered 196.218 (1) (intro.) and amended to read:
196.218 (1) (title) Definition Definitions. (intro.) In this section, “universal:
(c) “Universal service" includes the availability of a basic set of essential telecommunications services and access to advanced service capabilities of a modern telecommunications infrastructure anywhere in this state.
