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18181.1008 Effect of amendment and restatement of articles of
19incorporation. (1) Rights and proceedings not affected. An amendment to a
20corporation's articles of incorporation, including a restatement of its articles of
21incorporation under s. 181.1006 that includes an amendment to its articles of
22incorporation, does not affect any of the following:
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(a) A cause of action existing against or in favor of the corporation.
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(b) A civil, criminal, administrative or investigatory proceeding to which the
25corporation is a party.
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1(c) The existing rights of persons other than members of the corporation.
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2(2) Proceedings not abated. An amendment, or a restatement including an
3amendment, changing a corporation's name does not abate a civil, criminal,
4administrative or investigatory proceeding brought by or against the corporation in
5its former name.
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6181.1020 Amendment of bylaws by directors. If a corporation has no
7members with voting rights, its incorporators, until directors have been chosen, and
8thereafter its board, may adopt amendments to the corporation's bylaws subject to
9any approval required under s. 181.1030. The corporation shall provide notice of any
10meeting of the board at which an amendment is to be approved. The notice shall be
11in accordance with s. 181.0822 (3). The notice must also state that the purpose, or
12one of the purposes, of the meeting is to consider a proposed amendment to the
13bylaws and contain or be accompanied by a copy or summary of the amendment or
14state the general nature of the amendment. The amendment must be approved by
15a majority of the directors in office at the time that the amendment is adopted.
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16181.1021 Amendment of bylaws by directors and members.
(1) By
17board. A corporation's board may amend or repeal the corporation's bylaws or adopt
18new bylaws except to the extent that any of the following applies:
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(a) The articles of incorporation or any other provision of this chapter reserves
20that power exclusively to the members.
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(b) The members, in adopting, amending or repealing a particular bylaw,
22provide within the bylaw that the board may not amend, repeal or readopt that
23bylaw.
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24(2) By members with voting rights. A corporation's members with voting
25rights may amend or repeal the corporation's bylaws or adopt new bylaws even
1though the board may also amend or repeal the corporation's bylaws or adopt new
2bylaws.
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3181.1022 Class voting by members on amendments of bylaws. (1) When
4class entitled to vote. The members of a class in a corporation are entitled to vote
5as a class on a proposed amendment to the bylaws if the amendment does any of the
6following:
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(a) Affects the rights, privileges, preferences, restrictions or conditions of that
8class as to voting, dissolution, redemption or transfer of memberships in a manner
9different than such amendment would affect another class.
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(b) Changes the rights, privileges, preferences, restrictions or conditions of that
11class as to voting, dissolution, redemption or transfer by changing the rights,
12privileges, preferences, restrictions or conditions of another class.
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(c) Increases or decreases the number of memberships authorized for that class.
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(e) Effects an exchange, reclassification or termination of all or part of the
15memberships of that class.
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16(2) Approval by each class required. If a class is to be divided into 2 or more
17classes as a result of an amendment to the bylaws, the amendment must be approved
18by the members of each class that would be created by the amendment.
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19(3) Voting requirements. Unless otherwise provided in the articles of
20incorporation or bylaws, if a class vote is required to approve an amendment to the
21bylaws, the amendment must be approved by the members of the class by two-thirds
22of the votes cast by the class or a majority of the voting power of the class, whichever
23is less.
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24181.1030 Approval by 3rd persons. The articles of incorporation may
25require an amendment to the articles of incorporation or bylaws to be approved in
1writing by a specified person other than the board. Such an article provision may
2only be amended with the approval in writing of the person.
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Subchapter XI
4
Merger
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5181.1101 Approval of plan of merger. (1) In general. One or more
6corporations may merge into a corporation or a stock corporation, if the plan of
7merger is approved as provided in s. 181.1103.
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8(2) Required information. The plan of merger shall include all of the following
9information:
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(a) The name of each corporation planning to merge and the name of the
11surviving corporation into which each plans to merge.
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(b) The terms and conditions of the planned merger.
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(d) The manner and basis, if any, of converting memberships of each merging
14corporation into memberships, obligations or securities of the surviving or any other
15corporation or into cash or other property in whole or part.
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16(3) Permitted information. The plan of merger may include any of the
17following:
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(a) If the surviving corporation is a domestic corporation, amendments to the
19articles of incorporation or bylaws of the surviving corporation to be effected by the
20planned merger.
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(b) Other provisions relating to the planned merger.
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22181.1103 Action on plan by board, members and 3rd persons. (1) 23Corporations without members with voting rights. If the corporation does not have
24members with voting rights, the plan of merger must be approved by a majority of
25the directors in office at the time the plan of merger is approved. In addition the
1corporation shall provide notice of any board meeting at which such approval is to
2be obtained in accordance with s. 181.0822 (3). The notice must also state that the
3purpose, or one of the purposes, of the meeting is to consider the proposed plan of
4merger.
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5(2) Corporations with voting members. Unless this chapter, the articles of
6incorporation or the bylaws require a greater vote or voting by class, a plan of merger
7to be adopted by a corporation with voting members shall be approved by all of the
8following:
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(a) Unless the articles of incorporation provide otherwise, the board.
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(b) The members with voting rights, by two-thirds of the votes cast or a
11majority of the voting power, whichever is less.
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(c) A 3rd person, in writing, whose approval is required by a provision of the
13articles of incorporation.
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14(3) Notice requirements. If the board seeks to have the plan of merger
15approved by the members at a membership meeting, the corporation shall give
16notice, to its members with voting rights, of the proposed membership meeting in
17accordance with s. 181.0705. The notice must also state that the purpose, or one of
18the purposes, of the meeting is to consider the plan of merger and contain or be
19accompanied by a copy or summary of the plan. The copy or summary of the plan for
20members of the surviving corporation shall include any provision that, if contained
21in a proposed amendment to the articles of incorporation or bylaws, would entitle
22members to vote on the provision. The copy or summary of the plan for members of
23the disappearing corporation shall include a copy or summary of the articles of
24incorporation and bylaws that will be in effect immediately after the merger takes
25effect.
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1(4) Written consents or ballots. If the board seeks to have the plan approved
2by the members by written consent or written ballot, the material soliciting the
3approval shall contain or be accompanied by a copy or summary of the plan. The copy
4or summary of the plan for members of the surviving corporation shall include any
5provision that, if contained in a proposed amendment to the articles of incorporation
6or bylaws, would entitle members to vote on the provision. The copy or summary of
7the plan for members of the disappearing corporation shall include a copy or
8summary of the articles of incorporation and bylaws that will be in effect
9immediately after the merger takes effect.
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10(5) Class voting. Voting by a class of members is required on a plan of merger
11if the plan contains a provision that, if contained in a proposed amendment to articles
12of incorporation or bylaws, would require the class of members to vote as a class on
13the proposed amendment under s. 181.1004 or 181.1022. The plan is approved by
14a class of members by two-thirds of the votes cast by the class or a majority of the
15voting power of the class, whichever is less.
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16(6) Abandonment of planned merger. After a merger is adopted, and at any
17time before articles of merger are filed, the planned merger may be abandoned,
18subject to any contractual rights, without further action by members or other
19persons who approved the plan in accordance with the procedure set forth in the plan
20of merger or, if none is set forth, in the manner determined by the board.
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21181.1104 Merger of subsidiary. (1) Member approval not required. A
22parent corporation that is a member with at least 90% of the voting rights in a
23subsidiary corporation may merge the subsidiary into itself without approval of the
24members of the parent or subsidiary.
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1(2) Plan of merger. The board of directors of the parent corporation shall adopt
2a plan of merger that sets forth all of the following:
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(a) The names of the parent and subsidiary.
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(b) The manner and basis of converting the memberships of the subsidiary into
5memberships of the parent or any other corporation or into cash or other property
6in whole or part.
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7(3) Notice requirement. The parent shall mail a copy or summary of the plan
8of merger to each member of the subsidiary who does not waive the mailing
9requirement in writing.
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10(4) Filing with department. The parent may not deliver articles of merger to
11the department for filing until at least 30 days after the date on which it mailed a
12copy of the plan of merger to each member of the subsidiary who did not waive the
13mailing requirement.
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14(5) Certain amendments prohibited. Articles of merger under this section may
15not contain amendments to the articles of incorporation of the parent corporation,
16except for amendments enumerated in s. 181.1002.
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17181.1105 Articles of merger. After a plan of merger is approved by the board,
18and, if required under s. 181.1103, by the members and any other persons, the
19surviving or acquiring corporation shall deliver to the department for filing articles
20of merger that include all of the following information:
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21(1) Plan. The plan of merger.
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22(2) If member approval not required. If approval of members was not required,
23a statement to that effect and a statement that the plan was approved by a sufficient
24vote of the board.
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1(3) If member approval required. If approval by members is required, all of the
2following:
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(a) The designation, number of memberships outstanding, number of votes
4entitled to be cast by each class entitled to vote separately on the plan, and number
5of votes of each class voting on the plan.
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(b) Either the total number of votes cast for and against the plan by each class
7entitled to vote separately on the plan or the total number of votes cast for the plan
8by each class and a statement that the number cast for the plan by each class was
9sufficient for approval by that class.
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10(4) If approval by 3
rd person required. If approval of the plan by a person
11other than the members or the board is required under s. 181.1103 (2) (c), a statement
12that the approval was obtained.
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13181.1106 Effect of merger. When a merger takes effect all of the following
14occur:
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15(1) Termination of separate existence. Every other corporation party to the
16merger merges into the surviving corporation and the separate existence of every
17corporation except the surviving corporation ceases.
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18(2) Title to property. The title to all real estate and other property owned by
19each corporation party to the merger is vested in the surviving corporation without
20reversion or impairment subject to any conditions to which the property was subject
21before the merger.
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22(3) Rights and duties. The surviving corporation has all of the rights,
23privileges, immunities and powers and is subject to all of the duties and liabilities
24of a corporation organized under this chapter.
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1(4) Pending proceedings. A civil, criminal, administrative or investigatory
2proceeding pending against any corporation that is a party to the merger may be
3continued as if the merger did not occur or the surviving corporation may be
4substituted in the proceeding for the corporation whose existence ceased.
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5(5) Articles of incorporation and bylaws. The articles of incorporation and
6bylaws of the surviving corporation are amended to the extent provided in the plan
7of merger.
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8181.1107 Merger with foreign corporation or foreign stock
9corporation. (1) When permitted. One or more foreign corporations or foreign
10stock corporations may merge with one or more domestic corporations if all of the
11following conditions are met:
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(a) The merger is permitted by the law of the state or country under whose law
13each foreign corporation or stock corporation is incorporated and each foreign
14corporation or stock corporation complies with that law in effecting the merger.
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(b) The foreign corporation or stock corporation complies with s. 181.1105 if it
16is the surviving corporation of the merger.
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(c) Each domestic corporation complies with the applicable provisions of ss.
18181.1101 and 181.1103 and, if it is the surviving corporation of the merger, with s.
19181.1105.
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20(2) Effect of merger. Upon the merger taking effect, the surviving foreign
21corporation or foreign stock corporation is deemed to have irrevocably appointed the
22department as its agent for service of process in any proceeding brought against it.
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23181.1108 Bequests, devises and gifts. Any bequest, devise, gift, grant, or
24promise contained in a will or other instrument of donation, subscription, or
25conveyance, that is made to a constituent corporation and that takes effect or
1remains payable after the merger, inures to the surviving corporation unless the will
2or other instrument otherwise specifically provides.
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3181.1150 Conversion of cooperative. A cooperative organized without
4capital stock may elect to convert itself to a corporation by adopting and filing
5restated articles of incorporation in the manner required under ch. 185. The restated
6articles of incorporation shall conform to the requirements of s. 181.0202 and shall
7contain a statement that the cooperative elects to convert itself to a corporation
8subject to this chapter. The election to become a corporation subject to this chapter
9is effective upon the filing of the restated articles of incorporation.
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Subchapter XII
11
Sale of assets
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12181.1201 Sale of assets in regular course of activities and mortgage of
13assets. (1) Role of board. A corporation may, on the terms and conditions and for
14the consideration determined by the board, do any of the following:
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(a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its
16property in the usual and regular course of its activities.
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(b) Sell, lease, exchange or otherwise dispose of less than substantially all of
18its property whether or not in the usual and regular course of activities.
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(c) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with
20or without recourse, or otherwise encumber any or all of its property whether or not
21in the usual and regular course of its activities.
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22(2) Role of members. Unless required by the articles of incorporation or
23bylaws, approval of the members or any other person of a transaction described in
24sub. (1) is not required.
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1181.1202 Sale of assets other than in regular course of activities. (1) 2When permitted. A corporation may sell, lease, exchange or otherwise dispose of all,
3or substantially all, of its property, with or without the goodwill, other than in the
4usual and regular course of its activities on the terms and conditions and for the
5consideration determined by the corporation's board if the proposed transaction is
6authorized under sub. (2).
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7(2) Approval requirements in general. Unless this chapter, the articles of
8incorporation or the bylaws require a greater vote or voting by class, the proposed
9transaction to be authorized must be approved by all of the following:
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(a) Unless the articles of incorporation or bylaws provide otherwise, the board.
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(b) The members with voting rights, if any, by two-thirds of the votes cast or
12a majority of the voting power, whichever is less.
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(c) A 3rd person, in writing, whose approval is required by a provision of the
14articles of incorporation.
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15(3) Corporation without members. If the corporation does not have members
16the transaction must be approved by a vote of a majority of the directors in office at
17the time the transaction is approved. In addition the corporation shall provide notice
18of any board meeting at which such approval is to be obtained in accordance with s.
19181.0822 (3). The notice must also state that the purpose, or one of the purposes, of
20the meeting is to consider the sale, lease, exchange or other disposition of all, or
21substantially all, of the property or assets of the corporation and contain or be
22accompanied by a copy or summary of a description of the transaction.
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23(4) Notice requirements. If the corporation seeks to have the transaction
24approved by the members at a membership meeting, the corporation shall give notice
25to its members of the proposed membership meeting in accordance with s. 181.0705.
1The notice must also state that the purpose, or one of the purposes, of the meeting
2is to consider the sale, lease, exchange, or other disposition of all, or substantially all,
3of the property or assets of the corporation and contain or be accompanied by a copy
4or summary of a description of the transaction.
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5(5) Written consents or ballots. If the board needs to have the transaction
6approved by the members by written consent or written ballot, the material soliciting
7the approval shall contain or be accompanied by a copy or summary of a description
8of the transaction.
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9(6) Abandonment of transaction. After a sale, lease, exchange, or other
10disposition of property is authorized, the transaction may be abandoned, subject to
11any contractual rights, without further action by the members or any other person
12who approved the transaction in accordance with the procedure set forth in the
13resolution proposing the transaction or, if none is set forth, in the manner determined
14by the board.
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Subchapter XIII
16
Distributions
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17181.1301 Prohibited distributions. Except as provided in s. 181.1302, a
18corporation may not make any distributions.
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19181.1302 Authorized distributions. (1)
Purchase of memberships. A
20corporation may purchase its memberships if after the purchase is completed all of
21the following conditions are met:
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(a) The corporation would be able to pay its debts as they become due in the
23usual course of its activities.
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(b) The corporation's total assets would at least equal the sum of its total
25liabilities.
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1(2) Distributions on dissolution. Corporations may make distributions upon
2dissolution under subch. XIV.
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3(3) Distributions to nonprofit corporations. A corporation may make a
4distribution to another domestic or foreign corporation, if all of the following
5conditions are met:
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(a) The articles of incorporation, or, if the articles of incorporation so provide,
7the bylaws, state that a distribution may be made under this subsection.
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(b) The distribution is made in accordance with the stated purpose of the
9corporation.
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(c) The corporation would be able to pay its debts as they become due in the
11usual course of its activities.
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(d) The corporation's total assets would equal at least the sum of its total
13liabilities.