AB100-engrossed,1613,109
180.1150
(1) (c) "Resident domestic corporation" has the meaning given in s.
10180.1130 (10m).
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,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,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,1614,65
180.1150
(3) (f) Shares acquired from the
issuing public resident domestic 6corporation.
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,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,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,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,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,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,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,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,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,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,1617,2
1180.1422
(1) (c)
That A statement that the corporation's name satisfies s.
2180.0401.
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,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,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,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,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,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,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,1618,99
181.563
(1) (c)
That A statement that the corporation's name satisfies s. 181.06.
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,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,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,1618,2423
181.68
(1) (L) Application for reinstatement following administrative
24dissolution,
$10 $35.
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,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,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,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,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:
AB100-engrossed, s. 3134m
12Section 3134m. 185.983 (1) (intro.) of the statutes, as affected by 1997
13Wisconsin Act .... (this act), is amended to read:
AB100-engrossed,1621,1914
185.983
(1) (intro.) Every such voluntary nonprofit sickness care plan shall be
15exempt from chs. 600 to 646, with the exception of ss. 601.04, 601.13, 601.31, 601.41,
16601.42, 601.43, 601.44, 601.45, 611.67, 619.04, 628.34 (10), 631.89, 631.93, 632.72
17(2), 632.745 to 632.749, 632.775, 632.79, 632.795, 632.87 (2m), (3), (4) and (5),
18632.895 (5)
, (9) and (10) and (9) to (13), 632.896 and 632.897 (10)
, subch. II of ch. 619 19and chs. 609, 630, 635, 645 and 646, but the sponsoring association shall:
AB100-engrossed,1622,921
196.04
(4) If the parties cannot agree and the commission finds that public
22convenience and necessity or the rendition of reasonably adequate service to the
23public requires that a public utility
or, telecommunications provider
or cable
24operator, as defined in s. 66.082 (2) (b), be permitted to extend its lines on, over or
25under the right-of-way of any railroad, or requires that the tracks of any railroad
1be extended on, over or under the right-of-way of any public utility
or, 2telecommunications provider
or cable operator, the commission may order the
3extension by the public utility, telecommunications provider
, cable operator or
4railroad on, over or under the right-of-way of the other if it will not materially impair
5the ability of the railroad, telecommunications provider
, cable operator or public
6utility, on, over or under whose right-of-way the extension would be made, to serve
7the public. The commission shall prescribe lawful conditions and compensation
8which the commission deems equitable and reasonable in light of all the
9circumstances.
AB100-engrossed,1623,211
196.20
(5) (d) If the commission does not conduct a hearing under this
12subsection, a proposed rate increase or change in a rate schedule becomes effective
13as proposed and any rates, tolls or charges under review under s. 196.215 (6) or (7)
14may not be altered unless the commission issues a final order no later than 150 days
15after the commission receives the application or receives the information under par.
16(b) 1g. and 1r. If the commission conducts a hearing, a proposed rate increase or
17change in a rate schedule becomes effective as proposed and any rates, tolls or
18charges under review under s. 196.215 (6) or (7) may not be altered unless the
19commission issues the final order no later than 180 days after the commission
20receives the application or receives the information under par. (b) 1g. and 1r. If the
21commission conducts a hearing, the hearing examiner may extend the time for
22issuing a final order up to 30 additional days. The commission and the small
23telecommunications utility may agree in writing to extend the time for issuing a final
24order.
Notwithstanding ss. 196.34 and 196.36 (2), the commission may require the
1small telecommunications utility to bear the expense of producing a transcript of a
2hearing conducted under this section.
AB100-engrossed,1623,144
196.20
(6) If a telecommunications utility that is not a small
5telecommunications utility and that has 150,000 or less access lines in use in this
6state files with the commission an application for a rate change that constitutes an
7increase in rates, the rate change becomes effective as proposed unless the
8commission issues the final order on the application no later than 180 days after the
9commission receives the application. The hearing examiner may extend the time for
10issuing a final order up to 30 additional days. The commission and the
11telecommunications utility may agree in writing to extend the time for issuing a final
12order.
Notwithstanding ss. 196.34 and 196.36 (2), the commission may require the
13telecommunications utility to bear the expense of producing a transcript of a hearing
14conducted under this subsection.
AB100-engrossed,1623,1916
196.202
(1) Definition. In this section, "cellular mobile radio
17telecommunications utility" means a person authorized by the federal
18communications commission to provide domestic public
commercial mobile cellular
19radio telecommunications service under
47 USC 154 (i).
AB100-engrossed,1624,421
196.202
(2) Scope of regulation. A cellular mobile radio telecommunications
22utility is not subject to ch. 184 or this chapter, except a cellular mobile radio
23telecommunications utility is subject to s. 196.218 (3) to the extent not preempted by
24federal law. If the application of s. 196.218 (3) to a cellular mobile radio
25telecommunications utility is not preempted, a cellular mobile radio
1telecommunications utility shall respond, subject to the protection of the cellular
2mobile radio telecommunications utility's competitive information, to all reasonable
3requests for information about its operations in this state from the commission
4necessary to
establish and administer the universal service fund.
AB100-engrossed, s. 3145
5Section
3145. 196.218 (1) of the statutes is renumbered 196.218 (1) (intro.)
6and amended to read:
AB100-engrossed,1624,77
196.218
(1) (title)
Definition Definitions. (intro.) In this section
, "universal:
AB100-engrossed,1624,10
8(c) "Universal service" includes the availability of a basic set of essential
9telecommunications services and access to advanced service capabilities of a modern
10telecommunications infrastructure anywhere in this state.
AB100-engrossed,1624,1312
196.218
(1) (a) "Board" means the technology for educational achievement in
13Wisconsin board.
AB100-engrossed,1624,1414
(b) "Department" means the department of administration.
AB100-engrossed,1624,1716
196.218
(1) (d) "Universal service fund" means the trust fund established
17under s. 25.95.
