AB100-engrossed, s. 3131k 20Section 3131k. 180.1131 (intro.) of the statutes is amended to read:
AB100-engrossed,1610,24 21180.1131 Shareholder vote. (intro.) In addition to a vote otherwise required
22by law or the articles of incorporation of the issuing public resident domestic
23corporation, a business combination must be approved by the affirmative vote of at
24least all of the following, except as provided in s. 180.1132:
AB100-engrossed, s. 3131km 25Section 3131km. 180.1132 (1) (a) (intro.) of the statutes is amended to read:
AB100-engrossed,1611,4
1180.1132 (1) (a) (intro.) The aggregate amount of the cash and the market value
2as of the valuation date of consideration other than cash to be received per share by
3shareholders of the issuing public resident domestic corporation in the business
4combination is at least equal to the highest of the following:
AB100-engrossed, s. 3131L 5Section 3131L. 180.1132 (2) (c) of the statutes is amended to read:
AB100-engrossed,1611,136 180.1132 (2) (c) An issuing public A resident domestic corporation whose
7shareholders adopt an amendment to the articles of incorporation on or after April
824, 1984, by a vote of at least 80% of the votes entitled to be cast by outstanding shares
9of voting shares of the issuing public resident domestic corporation, voting together
10as a single voting group and by two-thirds of the votes entitled to be cast by persons,
11if any, who are not significant shareholders of the issuing public resident domestic
12corporation, voting together as a single voting group, expressly electing not to be
13governed by ss. 180.1130 to 180.1134.
AB100-engrossed, s. 3131m 14Section 3131m. 180.1132 (3) of the statutes is amended to read:
AB100-engrossed,1611,2015 180.1132 (3) Opt-in for certain corporations. A corporation that is not an
16issuing public
a resident domestic corporation may elect, by express provision in its
17articles of incorporation, to be subject to ss. 180.1130 to 180.1134 as if it were an
18issuing public
a resident domestic corporation unless its articles of incorporation
19contain a provision stating that the corporation is a close corporation under ss.
20180.1801 to 180.1837.
AB100-engrossed, s. 3131n 21Section 3131n. 180.1134 (intro.) of the statutes is amended to read:
AB100-engrossed,1612,5 22180.1134 Actions during take-over offer. (intro.) In addition to a vote
23otherwise required by law or the articles of incorporation of the issuing public
24resident domestic corporation, approval by vote of holders of a majority of the shares
25of the issuing public resident domestic corporation entitled to vote on the proposal

1is required at a shareholders' meeting held in conformance with ss. 180.0705 and
2180.0725 before any of the following actions may be taken by the officers or board of
3directors of the issuing public resident domestic corporation, while a take-over offer
4is being made, or after a take-over offer has been publicly announced and before it
5is concluded, for the issuing public resident domestic corporation's voting shares:
AB100-engrossed, s. 3131nm 6Section 3131nm. 180.1134 (1) of the statutes is amended to read:
AB100-engrossed,1612,127 180.1134 (1) Acquiring more than 5% of the issuing public resident domestic
8corporation's voting shares at a price above the market value from any individual
9who or organization which holds more than 3% of the voting shares and has held the
10shares for less than 2 years, unless the issuing public resident domestic corporation
11makes at least an equal offer to acquire all voting shares and all securities which may
12be converted into voting shares.
AB100-engrossed, s. 3131o 13Section 3131o. 180.1134 (2) of the statutes is amended to read:
AB100-engrossed,1612,1714 180.1134 (2) Selling or optioning assets of the issuing public resident domestic
15corporation which amount to at least 10% of the market value of the issuing public
16resident domestic corporation. This subsection does not apply to an issuing public
17a resident domestic corporation if all of the following are satisfied:
AB100-engrossed,1612,2018 (a) The issuing public resident domestic corporation has at least 3 directors who
19are not either officers or employes of the issuing public resident domestic
20corporation.
AB100-engrossed,1612,2321 (b) A majority of the directors who are not either officers or employes of the
22issuing public resident domestic corporation vote to not be governed by this
23subsection.
AB100-engrossed, s. 3131p 24Section 3131p. 180.1150 (1) (a) of the statutes is repealed.
AB100-engrossed, s. 3131pm 25Section 3131pm. 180.1150 (1) (b) of the statutes is amended to read:
AB100-engrossed,1613,7
1180.1150 (1) (b) "Person" includes 2 or more individuals or persons acting as
2a group for the purpose of acquiring or holding securities of an issuing public a
3resident domestic
corporation, but does not include a bank, broker, nominee, trustee
4or other person that acquires or holds shares in the ordinary course of business for
5others in good faith and not for the purpose of avoiding this section unless the person
6may exercise or direct the exercise of votes with respect to the shares at a meeting
7of shareholders without further instruction from another.
AB100-engrossed, s. 3131r 8Section 3131r. 180.1150 (1) (c) of the statutes is created to read:
AB100-engrossed,1613,109 180.1150 (1) (c) "Resident domestic corporation" has the meaning given in s.
10180.1130 (10m).
AB100-engrossed, s. 3131s 11Section 3131s. 180.1150 (2) of the statutes is amended to read:
AB100-engrossed,1613,1812 180.1150 (2) Unless otherwise provided in the articles of incorporation of an
13issuing public
a resident domestic corporation and except as provided in sub. (3) or
14as restored under sub. (5), the voting power of shares of an issuing public a resident
15domestic
corporation held by any person, including shares issuable upon conversion
16of convertible securities or upon exercise of options or warrants, in excess of 20% of
17the voting power in the election of directors shall be limited to 10% of the full voting
18power of those shares.
AB100-engrossed, s. 3131sm 19Section 3131sm. 180.1150 (3) (intro.) of the statutes is amended to read:
AB100-engrossed,1613,2220 180.1150 (3) (intro.) Shares of an issuing public a resident domestic corporation
21held, acquired or to be acquired in any of the following circumstances are excluded
22from the application of this section:
AB100-engrossed, s. 3131t 23Section 3131t. 180.1150 (3) (e) of the statutes is amended to read:
AB100-engrossed,1614,3
1180.1150 (3) (e) Shares acquired under s. 180.1101, 180.1102, 180.1104 or
2180.1107 if the issuing public resident domestic corporation is a party to the merger
3or share exchange.
AB100-engrossed, s. 3131u 4Section 3131u. 180.1150 (3) (f) of the statutes is amended to read:
AB100-engrossed,1614,65 180.1150 (3) (f) Shares acquired from the issuing public resident domestic
6corporation.
AB100-engrossed, s. 3131um 7Section 3131um. 180.1150 (3) (g) of the statutes is amended to read:
AB100-engrossed,1614,118 180.1150 (3) (g) Shares acquired under an agreement entered into at a time
9when the issuing public resident domestic corporation was not neither a resident
10domestic corporation nor
an issuing public corporation under s. 180.1150 (1) (a), 1995
11stats
.
AB100-engrossed, s. 3131v 12Section 3131v. 180.1150 (3) (i) of the statutes is amended to read:
AB100-engrossed,1614,1613 180.1150 (3) (i) Shares acquired in a transaction incident to which the
14shareholders of the issuing public resident domestic corporation have voted under
15sub. (5) to approve the person's resolution delivered under sub. (4) to restore the full
16voting power of all of that person's shares.
AB100-engrossed, s. 3131w 17Section 3131w. 180.1150 (4) (intro.) of the statutes is amended to read:
AB100-engrossed,1614,2118 180.1150 (4) (intro.) A person desiring a shareholder vote under sub. (5) shall
19deliver to the issuing public resident domestic corporation at its principal office a
20form of shareholder resolution with an accompanying notice containing all of the
21following:
AB100-engrossed, s. 3131x 22Section 3131x. 180.1150 (4) (c) of the statutes is amended to read:
AB100-engrossed,1614,2523 180.1150 (4) (c) The number of shares of the issuing public resident domestic
24corporation owned by the person of record and beneficially under the meaning
25prescribed in rule 13d-3 under the securities exchange act of 1934.
AB100-engrossed, s. 3131xm
1Section 3131xm. 180.1150 (4) (f) of the statutes is amended to read:
AB100-engrossed,1615,142 180.1150 (4) (f) If shares representing in excess of 20% of the voting power were
3acquired or are proposed to be acquired for the purpose of gaining control of the
4issuing public resident domestic corporation, the terms of the proposed acquisition,
5including but not limited to the source of funds or other consideration and the
6material terms of the financial arrangements for the acquisition, any plans or
7proposals of the person to liquidate the issuing public resident domestic corporation,
8to sell all or substantially all of its assets, or merge it or exchange its shares with any
9other person, to change the location of its principal office or of a material portion of
10its business activities, to change materially its management or policies of
11employment, to alter materially its relationship with suppliers or customers or the
12communities in which it operates, or make any other material change in its business,
13corporate structure, management or personnel, and such other material information
14as would affect the decision of a shareholder with respect to voting on the resolution.
AB100-engrossed, s. 3131y 15Section 3131y. 180.1150 (5) (a) of the statutes is amended to read:
AB100-engrossed,1615,2216 180.1150 (5) (a) Within 10 days after receipt of a resolution and notice under
17sub. (4), the directors of the issuing public resident domestic corporation shall fix a
18date for a special meeting of the shareholders to vote on the resolution. The meeting
19shall be held no later than 50 days after receipt of the resolution and notice under
20sub. (4), unless the person agrees to a later date, and no sooner than 30 days after
21receipt of the resolution and notice, if the person so requests in writing when
22delivering the resolution and notice.
AB100-engrossed, s. 3131ym 23Section 3131ym. 180.1150 (5) (d) of the statutes is amended to read:
AB100-engrossed,1616,924 180.1150 (5) (d) An issuing public A resident domestic corporation is not
25required to hold more than 2 meetings under par. (a) in any 12-month period with

1respect to resolutions and notices presented by the same person unless the person
2pays to the issuing public corporation, in advance of the 3rd or subsequent such
3meeting the reasonable expenses of the meeting including, without limitation, fees
4and expenses of counsel, as estimated in good faith by the board of directors of the
5issuing public resident domestic corporation and communicated in writing to the
6person within 10 days after receipt of a 3rd or subsequent resolution and notice from
7the person. In such event, notwithstanding par. (a), the directors may fix a date for
8the meeting within 10 days after receipt of payment in full of such estimated
9expenses rather than within 10 days after receipt of the resolution and notice.
AB100-engrossed, s. 3131yn 10Section 3131yn. 180.1150 (7) of the statutes is amended to read:
AB100-engrossed,1616,1511 180.1150 (7) A corporation that is not an issuing public a resident domestic
12corporation may elect, by express provision in its articles of incorporation, to be
13subject to this section as if it were an issuing public a resident domestic corporation
14unless its articles of incorporation contain a provision stating that the corporation
15is a close corporation under ss. 180.1801 to 180.1837.
AB100-engrossed, s. 3131yp 16Section 3131yp. 180.1422 (1) (intro.) of the statutes is amended to read:
AB100-engrossed,1616,2017 180.1422 (1) (intro.) A corporation that is administratively dissolved may
18apply to the department for reinstatement within 2 years after the later of January
191, 1991, or the effective date of dissolution
. The application shall include all of the
20following:
AB100-engrossed, s. 3131yq 21Section 3131yq. 180.1422 (1) (b) of the statutes is amended to read:
AB100-engrossed,1616,2322 180.1422 (1) (b) That A statement that each ground for dissolution either did
23not exist or has been eliminated cured.
AB100-engrossed, s. 3131yr 24Section 3131yr. 180.1422 (1) (c) of the statutes is amended to read:
AB100-engrossed,1617,2
1180.1422 (1) (c) That A statement that the corporation's name satisfies s.
2180.0401.
AB100-engrossed, s. 3131ys 3Section 3131ys. 180.1422 (2) (a) (intro.) of the statutes is amended to read:
AB100-engrossed,1617,64 180.1422 (2) (a) (intro.) The department shall cancel the certificate of
5dissolution and prepare issue a certificate of reinstatement that complies with par.
6(b) if the department determines all of the following:
AB100-engrossed, s. 3131yt 7Section 3131yt. 180.1422 (2) (a) 2. of the statutes is amended to read:
AB100-engrossed,1617,98 180.1422 (2) (a) 2. That all fees and penalties owed by the corporation to the
9department under this chapter have been paid.
AB100-engrossed, s. 3131yu 10Section 3131yu. 180.1422 (2) (b) of the statutes is amended to read:
AB100-engrossed,1617,1411 180.1422 (2) (b) The certificate of reinstatement shall state the department's
12determination under par. (a) and the effective date of reinstatement. The
13department shall file the original of the certificate and return provide a copy to the
14corporation or its representative.
AB100-engrossed, s. 3131z 15Section 3131z. 180.1602 (2) (c) of the statutes is amended to read:
AB100-engrossed,1617,2216 180.1602 (2) (c) A person that has delivered the resolution under s. 180.1150
17(4) may, by giving written notice to the issuing public resident domestic corporation,
18as defined in s. 180.1150 (1) (a) (c), that complies with s. 180.0141, inspect and copy
19the record of shareholders of the issuing public resident domestic corporation, in
20person or by agent or attorney at any reasonable time for the purpose of
21communicating with the shareholders in connection with the special shareholders'
22meeting under s. 180.1150 (5).
AB100-engrossed, s. 3131zc 23Section 3131zc. 180.1708 (7) (bm) of the statutes is amended to read:
AB100-engrossed,1617,2524 180.1708 (7) (bm) Section Sections 180.1422 applies and 180.1423 apply to an
25administrative dissolution before, on or after January 1, 1991.
AB100-engrossed, s. 3131zf
1Section 3131zf. 181.563 (1) (intro.) of the statutes is amended to read:
AB100-engrossed,1618,42 181.563 (1) (intro.) A corporation that is administratively dissolved may apply
3to the department for reinstatement within 2 years after the later of January 1, 1994,
4or the effective date of dissolution
. The application shall include all of the following:
AB100-engrossed, s. 3131zm 5Section 3131zm. 181.563 (1) (b) of the statutes is amended to read:
AB100-engrossed,1618,76 181.563 (1) (b) That A statement that each ground for dissolution either did not
7exist or has been eliminated cured.
AB100-engrossed, s. 3131zn 8Section 3131zn. 181.563 (1) (c) of the statutes is amended to read:
AB100-engrossed,1618,99 181.563 (1) (c) That A statement that the corporation's name satisfies s. 181.06.
AB100-engrossed, s. 3131zo 10Section 3131zo. 181.563 (2) (a) (intro.) of the statutes is amended to read:
AB100-engrossed,1618,1311 181.563 (2) (a) (intro.) The department shall cancel the certificate of dissolution
12and prepare issue a certificate of reinstatement that complies with par. (b) if the
13department determines all of the following:
AB100-engrossed, s. 3131zp 14Section 3131zp. 181.563 (2) (a) 2. of the statutes is amended to read:
AB100-engrossed,1618,1615 181.563 (2) (a) 2. That all fees and penalties owed by the corporation to the
16department under this chapter have been paid.
AB100-engrossed, s. 3131zq 17Section 3131zq. 181.563 (2) (b) of the statutes is amended to read:
AB100-engrossed,1618,2118 181.563 (2) (b) The certificate of reinstatement shall state the department's
19determination under par. (a) and the effective date of reinstatement. The
20department shall file the original of the certificate and serve provide a copy on to the
21corporation under s. 181.10 or its representative.
AB100-engrossed, s. 3131zr 22Section 3131zr. 181.68 (1) (L) of the statutes is amended to read:
AB100-engrossed,1618,2423 181.68 (1) (L) Application for reinstatement following administrative
24dissolution, $10 $35.
AB100-engrossed, s. 3131zs 25Section 3131zs. 181.76 (6) of the statutes is created to read:
AB100-engrossed,1619,2
1181.76 (6) Sections 181.563 and 181.564 apply to a corporation
2administratively dissolved before, on or after January 1, 1994.
AB100-engrossed, s. 3132 3Section 3132. 182.028 of the statutes is amended to read:
AB100-engrossed,1619,16 4182.028 School corporations. Any corporation formed for the establishment
5and maintenance of schools, academies, seminaries, colleges or universities or for the
6cultivation and practice of music shall have power to enact bylaws for the protection
7of its property, and provide fines as liquidated damages upon its members and
8patrons for violating the bylaws, and may collect the same in tort actions, and to
9prescribe and regulate the courses of instruction therein, and to confer such degrees
10and grant such diplomas as are usually conferred by similar institutions or as shall
11be appropriate to the courses of instruction prescribed, except that no corporation
12shall operate or advertise a school that is subject to s. 38.51 39.51 (10) without
13complying with the requirements of s. 38.51 39.51. Any stockholder may transfer his
14or her stock to the corporation for its use; and if the written transfer so provides the
15stock shall be perpetually held by the board of directors with all the rights of a
16stockholder, including the right to vote.
AB100-engrossed, s. 3132m 17Section 3132m. 183.0802 (3) of the statutes is renumbered 183.0802 (3) (a)
18and amended to read:
AB100-engrossed,1620,819 183.0802 (3) (a) Unless Except as provided in par. (b), unless an operating
20agreement provides that a member does not have the power to withdraw by
21voluntary act from a limited liability company, the member may do so at any time by
22giving written notice to the other members, or on any other terms as are provided in
23an operating agreement. If the member has the power to withdraw but the
24withdrawal is a breach of an operating agreement or the withdrawal occurs as a
25result of otherwise wrongful conduct of the member, the limited liability company

1may recover from the withdrawing member damages for breach of the operating
2agreement or as a result of the wrongful conduct and may offset the damages against
3the amount otherwise distributable to the member, in addition to pursuing any
4remedies provided for in an operating agreement or otherwise available under
5applicable law. Unless otherwise provided in an operating agreement, in the case of
6a limited liability company for a definite term or particular undertaking, a
7withdrawal by a member before the expiration of that term or completion of that
8undertaking is a breach of the operating agreement.
AB100-engrossed, s. 3132p 9Section 3132p. 183.0802 (3) (b) of the statutes is created to read:
AB100-engrossed,1620,1810 183.0802 (3) (b) If a member acquired an interest in a limited liability company
11for no or nominal consideration, the member may withdraw from the limited liability
12company only in accordance with the operating agreement and only at the time or
13upon the occurrence of an event specified in the operating agreement. If the
14operating agreement does not specify the time or the event upon the occurrence of
15which the member may withdraw, a member who acquired an interest in the limited
16liability company for no or nominal consideration may not withdraw prior to the time
17for the dissolution and commencement of winding up of the limited liability company
18without the written consent of all members of the limited liability company.
AB100-engrossed, s. 3133c 19Section 3133c. 185.981 (4t) of the statutes, as affected by 1995 Wisconsin Act
20289
, is amended to read:
AB100-engrossed,1620,2321 185.981 (4t) A sickness care plan operated by a cooperative association is
22subject to ss. 252.14, 631.89, 632.72 (2), 632.745, 632.747, to 632.749, 632.87 (2m),
23(3), (4) and (5), 632.895 (10) and 632.897 (10) and ch. 155.
AB100-engrossed, s. 3133m 24Section 3133m. 185.981 (4t) of the statutes, as affected by 1997 Wisconsin Act
25.... (this act), is amended to read:
AB100-engrossed,1621,3
1185.981 (4t) A sickness care plan operated by a cooperative association is
2subject to ss. 252.14, 631.89, 632.72 (2), 632.745 to 632.749, 632.87 (2m), (3), (4) and
3(5), 632.895 (10) to (13) and 632.897 (10) and ch. chs. 149 and 155.
AB100-engrossed, s. 3134c 4Section 3134c. 185.983 (1) (intro.) of the statutes, as affected by 1995
5Wisconsin Act 289
, is amended to read:
AB100-engrossed,1621,116 185.983 (1) (intro.)  Every such voluntary nonprofit sickness care plan shall be
7exempt from chs. 600 to 646, with the exception of ss. 601.04, 601.13, 601.31, 601.41,
8601.42, 601.43, 601.44, 601.45, 611.67, 619.04, 628.34 (10), 631.89, 631.93, 632.72
9(2), 632.745, 632.747, to 632.749, 632.775, 632.79, 632.795, 632.87 (2m), (3), (4) and
10(5), 632.895 (5), (9) and (10), 632.896 and 632.897 (10), subch. II of ch. 619 and chs.
11609, 630, 635, 645 and 646, but the sponsoring association shall:
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