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(c) If the restatement contains an amendment to the articles of incorporation
9requiring approval by a person whose approval is required under s. 181.1030, a
10statement that such approval was obtained.
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(d) A statement that the restated articles of incorporation supersede and take
12the place of the existing articles of incorporation and any amendments to the articles
13of incorporation.
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14181.1007 Amendment of articles of incorporation pursuant to judicial
15reorganization. (1) When authorized. A corporation's articles of incorporation
16may be amended without board approval or approval by the members or approval
17required under s. 181.1030 to carry out a plan of reorganization ordered or decreed
18by a court of competent jurisdiction under federal statute if the articles of
19incorporation after amendment contain only provisions required or permitted under
20s. 181.0202.
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21(2) Filing requirement. The individual or individuals designated by the court
22shall deliver to the department for filing articles of amendment that include all of the
23following information:
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(a) The name of the corporation.
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(b) The text of each amendment approved by the court.
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1(c) The date of the court's order or decree approving the articles of amendment.
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(d) The title of the reorganization proceeding in which the order or decree was
3entered.
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(e) A statement that the court had jurisdiction of the proceeding under federal
5statute.
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6(3) Applicability. This section does not apply after entry of a final decree in
7the reorganization proceeding even though the court retains jurisdiction of the
8proceeding for limited purposes unrelated to consummation of the reorganization
9plan.
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10181.1008 Effect of amendment and restatement of articles of
11incorporation. (1) Rights and proceedings not affected. An amendment to a
12corporation's articles of incorporation, including a restatement of its articles of
13incorporation under s. 181.1006 that includes an amendment to its articles of
14incorporation, 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
17corporation is a party.
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(c) The existing rights of persons other than members of the corporation.
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19(2) Proceedings not abated. An amendment, or a restatement including an
20amendment, changing a corporation's name does not abate a civil, criminal,
21administrative or investigatory proceeding brought by or against the corporation in
22its former name.
SB423,113,7
23181.1020 Amendment of bylaws by directors. If a corporation has no
24members with voting rights, its incorporators, until directors have been chosen, and
25thereafter its board, may adopt amendments to the corporation's bylaws subject to
1any approval required under s. 181.1030. The corporation shall provide notice of any
2meeting of the board at which an amendment is to be approved. The notice shall be
3in accordance with s. 181.0822 (3). The notice must also state that the purpose, or
4one of the purposes, of the meeting is to consider a proposed amendment to the
5bylaws and contain or be accompanied by a copy or summary of the amendment or
6state the general nature of the amendment. The amendment must be approved by
7a majority of the directors in office at the time that the amendment is adopted.
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8181.1021 Amendment of bylaws by directors and members.
(1) By
9board. A corporation's board may amend or repeal the corporation's bylaws or adopt
10new 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
12that power exclusively to the members.
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(b) The members, in adopting, amending or repealing a particular bylaw,
14provide within the bylaw that the board may not amend, repeal or readopt that
15bylaw.
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16(2) By members with voting rights. A corporation's members with voting
17rights may amend or repeal the corporation's bylaws or adopt new bylaws even
18though the board may also amend or repeal the corporation's bylaws or adopt new
19bylaws.
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20181.1022 Class voting by members on amendments of bylaws. (1) When
21class entitled to vote. The members of a class in a corporation are entitled to vote
22as a class on a proposed amendment to the bylaws if the amendment does any of the
23following:
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1(a) Affects the rights, privileges, preferences, restrictions or conditions of that
2class as to voting, dissolution, redemption or transfer of memberships in a manner
3different than such amendment would affect another class.
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(b) Changes the rights, privileges, preferences, restrictions or conditions of that
5class as to voting, dissolution, redemption or transfer by changing the rights,
6privileges, 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
9memberships of that class.
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10(2) Approval by each class required. If a class is to be divided into 2 or more
11classes as a result of an amendment to the bylaws, the amendment must be approved
12by the members of each class that would be created by the amendment.
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13(3) Voting requirements. Unless otherwise provided in the articles of
14incorporation or bylaws, if a class vote is required to approve an amendment to the
15bylaws, the amendment must be approved by the members of the class by two-thirds
16of the votes cast by the class or a majority of the voting power of the class, whichever
17is less.
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18181.1030 Approval by 3rd persons. The articles of incorporation may
19require an amendment to the articles of incorporation or bylaws to be approved in
20writing by a specified person other than the board. Such an article provision may
21only be amended with the approval in writing of the person.
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Subchapter XI
23
Merger
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1181.1101 Approval of plan of merger. (1) In general. One or more
2corporations may merge into a corporation or a stock corporation, if the plan of
3merger is approved as provided in s. 181.1103.
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4(2) Required information. The plan of merger shall include all of the following
5information:
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(a) The name of each corporation planning to merge and the name of the
7surviving 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
10corporation into memberships, obligations or securities of the surviving or any other
11corporation or into cash or other property in whole or part.
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12(3) Permitted information. The plan of merger may include any of the
13following:
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(a) If the surviving corporation is a domestic corporation, amendments to the
15articles of incorporation or bylaws of the surviving corporation to be effected by the
16planned merger.
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(b) Other provisions relating to the planned merger.
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18181.1103 Action on plan by board, members and 3rd persons. (1) 19Corporations without members with voting rights. If the corporation does not have
20members with voting rights, the plan of merger must be approved by a majority of
21the directors in office at the time the plan of merger is approved. In addition the
22corporation shall provide notice of any board meeting at which such approval is to
23be obtained in accordance with s. 181.0822 (3). The notice must also state that the
24purpose, or one of the purposes, of the meeting is to consider the proposed plan of
25merger.
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1(2) Corporations with voting members. Unless this chapter, the articles of
2incorporation or the bylaws require a greater vote or voting by class, a plan of merger
3to be adopted by a corporation with voting members shall be approved by all of the
4following:
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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
7majority 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
9articles of incorporation.
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10(3) Notice requirements. If the board seeks to have the plan of merger
11approved by the members at a membership meeting, the corporation shall give
12notice, to its members with voting rights, of the proposed membership meeting in
13accordance with s. 181.0705. The notice must also state that the purpose, or one of
14the purposes, of the meeting is to consider the plan of merger and contain or be
15accompanied by a copy or summary of the plan. The copy or summary of the plan for
16members of the surviving corporation shall include any provision that, if contained
17in a proposed amendment to the articles of incorporation or bylaws, would entitle
18members to vote on the provision. The copy or summary of the plan for members of
19the disappearing corporation shall include a copy or summary of the articles of
20incorporation and bylaws that will be in effect immediately after the merger takes
21effect.
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22(4) Written consents or ballots. If the board seeks to have the plan approved
23by the members by written consent or written ballot, the material soliciting the
24approval shall contain or be accompanied by a copy or summary of the plan. The copy
25or summary of the plan for members of the surviving corporation shall include any
1provision that, if contained in a proposed amendment to the articles of incorporation
2or bylaws, would entitle members to vote on the provision. The copy or summary of
3the plan for members of the disappearing corporation shall include a copy or
4summary of the articles of incorporation and bylaws that will be in effect
5immediately after the merger takes effect.
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6(5) Class voting. Voting by a class of members is required on a plan of merger
7if the plan contains a provision that, if contained in a proposed amendment to articles
8of incorporation or bylaws, would require the class of members to vote as a class on
9the proposed amendment under s. 181.1004 or 181.1022. The plan is approved by
10a class of members by two-thirds of the votes cast by the class or a majority of the
11voting power of the class, whichever is less.
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12(6) Abandonment of planned merger. After a merger is adopted, and at any
13time before articles of merger are filed, the planned merger may be abandoned,
14subject to any contractual rights, without further action by members or other
15persons who approved the plan in accordance with the procedure set forth in the plan
16of merger or, if none is set forth, in the manner determined by the board.
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17181.1104 Merger of subsidiary. (1) Member approval not required. A
18parent corporation that is a member with at least 90% of the voting rights in a
19subsidiary corporation may merge the subsidiary into itself without approval of the
20members of the parent or subsidiary.
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21(2) Plan of merger. The board of directors of the parent corporation shall adopt
22a 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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1(b) The manner and basis of converting the memberships of the subsidiary into
2memberships of the parent or any other corporation or into cash or other property
3in whole or part.
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4(3) Notice requirement. The parent shall mail a copy or summary of the plan
5of merger to each member of the subsidiary who does not waive the mailing
6requirement in writing.
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7(4) Filing with department. The parent may not deliver articles of merger to
8the department for filing until at least 30 days after the date on which it mailed a
9copy of the plan of merger to each member of the subsidiary who did not waive the
10mailing requirement.
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11(5) Certain amendments prohibited. Articles of merger under this section may
12not contain amendments to the articles of incorporation of the parent corporation,
13except for amendments enumerated in s. 181.1002.
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14181.1105 Articles of merger. After a plan of merger is approved by the board,
15and, if required under s. 181.1103, by the members and any other persons, the
16surviving or acquiring corporation shall deliver to the department for filing articles
17of merger that include all of the following information:
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18(1) Plan. The plan of merger.
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19(2) If member approval not required. If approval of members was not required,
20a statement to that effect and a statement that the plan was approved by a sufficient
21vote of the board.
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22(3) If member approval required. If approval by members is required, all of the
23following:
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1(a) The designation, number of memberships outstanding, number of votes
2entitled to be cast by each class entitled to vote separately on the plan, and number
3of 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
5entitled to vote separately on the plan or the total number of votes cast for the plan
6by each class and a statement that the number cast for the plan by each class was
7sufficient for approval by that class.
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8(4) If approval by 3
rd person required. If approval of the plan by a person
9other than the members or the board is required under s. 181.1103 (2) (c), a statement
10that the approval was obtained.
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11181.1106 Effect of merger. When a merger takes effect all of the following
12occur:
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13(1) Termination of separate existence. Every other corporation party to the
14merger merges into the surviving corporation and the separate existence of every
15corporation except the surviving corporation ceases.
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16(2) Title to property. The title to all real estate and other property owned by
17each corporation party to the merger is vested in the surviving corporation without
18reversion or impairment subject to any conditions to which the property was subject
19before the merger.
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20(3) Rights and duties. The surviving corporation has all of the rights,
21privileges, immunities and powers and is subject to all of the duties and liabilities
22of a corporation organized under this chapter.
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23(4) Pending proceedings. A civil, criminal, administrative or investigatory
24proceeding pending against any corporation that is a party to the merger may be
1continued as if the merger did not occur or the surviving corporation may be
2substituted in the proceeding for the corporation whose existence ceased.
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3(5) Articles of incorporation and bylaws. The articles of incorporation and
4bylaws of the surviving corporation are amended to the extent provided in the plan
5of merger.
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6181.1107 Merger with foreign corporation or foreign stock
7corporation. (1) When permitted. One or more foreign corporations or foreign
8stock corporations may merge with one or more domestic corporations if all of the
9following conditions are met:
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(a) The merger is permitted by the law of the state or country under whose law
11each foreign corporation or stock corporation is incorporated and each foreign
12corporation 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
14is the surviving corporation of the merger.
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(c) Each domestic corporation complies with the applicable provisions of ss.
16181.1101 and 181.1103 and, if it is the surviving corporation of the merger, with s.
17181.1105.
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18(2) Effect of merger. Upon the merger taking effect, the surviving foreign
19corporation or foreign stock corporation is deemed to have irrevocably appointed the
20department as its agent for service of process in any proceeding brought against it.
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21181.1108 Bequests, devises and gifts. Any bequest, devise, gift, grant, or
22promise contained in a will or other instrument of donation, subscription, or
23conveyance, that is made to a constituent corporation and that takes effect or
24remains payable after the merger, inures to the surviving corporation unless the will
25or other instrument otherwise specifically provides.
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1181.1150 Conversion of cooperative. A cooperative organized without
2capital stock may elect to convert itself to a corporation by adopting and filing
3restated articles of incorporation in the manner required under ch. 185. The restated
4articles of incorporation shall conform to the requirements of s. 181.0202 and shall
5contain a statement that the cooperative elects to convert itself to a corporation
6subject to this chapter. The election to become a corporation subject to this chapter
7is effective upon the filing of the restated articles of incorporation.
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Subchapter XII
9
Sale of assets
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10181.1201 Sale of assets in regular course of activities and mortgage of
11assets. (1) Role of board. A corporation may, on the terms and conditions and for
12the 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
14property 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
16its 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
18or without recourse, or otherwise encumber any or all of its property whether or not
19in the usual and regular course of its activities.
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20(2) Role of members. Unless required by the articles of incorporation or
21bylaws, approval of the members or any other person of a transaction described in
22sub. (1) is not required.
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23181.1202 Sale of assets other than in regular course of activities. (1) 24When permitted. A corporation may sell, lease, exchange or otherwise dispose of all,
25or substantially all, of its property, with or without the goodwill, other than in the
1usual and regular course of its activities on the terms and conditions and for the
2consideration determined by the corporation's board if the proposed transaction is
3authorized under sub. (2).
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4(2) Approval requirements in general. Unless this chapter, the articles of
5incorporation or the bylaws require a greater vote or voting by class, the proposed
6transaction 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
9a 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
11articles of incorporation.
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12(3) Corporation without members. If the corporation does not have members
13the transaction must be approved by a vote of a majority of the directors in office at
14the time the transaction is approved. In addition the corporation shall provide notice
15of any board meeting at which such approval is to be obtained in accordance with s.
16181.0822 (3). The notice must also state that the purpose, or one of the purposes, of
17the meeting is to consider the sale, lease, exchange or other disposition of all, or
18substantially all, of the property or assets of the corporation and contain or be
19accompanied by a copy or summary of a description of the transaction.
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20(4) Notice requirements. If the corporation seeks to have the transaction
21approved by the members at a membership meeting, the corporation shall give notice
22to its members of the proposed membership meeting in accordance with s. 181.0705.
23The notice must also state that the purpose, or one of the purposes, of the meeting
24is to consider the sale, lease, exchange, or other disposition of all, or substantially all,
1of the property or assets of the corporation and contain or be accompanied by a copy
2or summary of a description of the transaction.
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3(5) Written consents or ballots. If the board needs to have the transaction
4approved by the members by written consent or written ballot, the material soliciting
5the approval shall contain or be accompanied by a copy or summary of a description
6of the transaction.
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7(6) Abandonment of transaction. After a sale, lease, exchange, or other
8disposition of property is authorized, the transaction may be abandoned, subject to
9any contractual rights, without further action by the members or any other person
10who approved the transaction in accordance with the procedure set forth in the
11resolution proposing the transaction or, if none is set forth, in the manner determined
12by the board.
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Subchapter XIII
14
Distributions