AB100-ASA1,1393,3
1(a) The
issuing public resident domestic corporation has at least 3 directors who
2are not either officers or employes of the
issuing public resident domestic 3corporation.
AB100-ASA1,1393,64
(b) A majority of the directors who are not either officers or employes of the
5issuing public resident domestic corporation vote to not be governed by this
6subsection.
AB100-ASA1,1393,159
180.1150
(1) (b) "Person" includes 2 or more individuals or persons acting as
10a group for the purpose of acquiring or holding securities of
an issuing public a
11resident domestic corporation, but does not include a bank, broker, nominee, trustee
12or other person that acquires or holds shares in the ordinary course of business for
13others in good faith and not for the purpose of avoiding this section unless the person
14may exercise or direct the exercise of votes with respect to the shares at a meeting
15of shareholders without further instruction from another.
AB100-ASA1,1393,1817
180.1150
(1) (c) "Resident domestic corporation" has the meaning given in s.
18180.1130 (10m).
AB100-ASA1,1394,220
180.1150
(2) Unless otherwise provided in the articles of incorporation of
an
21issuing public a resident domestic corporation and except as provided in sub. (3) or
22as restored under sub. (5), the voting power of shares of
an issuing public a resident
23domestic corporation held by any person, including shares issuable upon conversion
24of convertible securities or upon exercise of options or warrants, in excess of 20% of
1the voting power in the election of directors shall be limited to 10% of the full voting
2power of those shares.
AB100-ASA1,1394,64
180.1150
(3) (intro.) Shares of
an issuing public a resident domestic corporation
5held, acquired or to be acquired in any of the following circumstances are excluded
6from the application of this section:
AB100-ASA1,1394,108
180.1150
(3) (e) Shares acquired under s. 180.1101, 180.1102, 180.1104 or
9180.1107 if the
issuing public resident domestic corporation is a party to the merger
10or share exchange.
AB100-ASA1,1394,1312
180.1150
(3) (f) Shares acquired from the
issuing public resident domestic 13corporation.
AB100-ASA1,1394,1815
180.1150
(3) (g) Shares acquired under an agreement entered into at a time
16when the
issuing public resident domestic corporation was
not neither a resident
17domestic corporation nor an issuing public corporation
under s. 180.1150 (1) (a), 1995
18stats.
AB100-ASA1,1394,2320
180.1150
(3) (i) Shares acquired in a transaction incident to which the
21shareholders of the
issuing public resident domestic corporation have voted under
22sub. (5) to approve the person's resolution delivered under sub. (4) to restore the full
23voting power of all of that person's shares.
AB100-ASA1,1395,4
1180.1150
(4) (intro.) A person desiring a shareholder vote under sub. (5) shall
2deliver to the
issuing public resident domestic corporation at its principal office a
3form of shareholder resolution with an accompanying notice containing all of the
4following:
AB100-ASA1,1395,86
180.1150
(4) (c) The number of shares of the
issuing public resident domestic 7corporation owned by the person of record and beneficially under the meaning
8prescribed in rule 13d-3 under the securities exchange act of 1934.
AB100-ASA1,1395,2210
180.1150
(4) (f) If shares representing in excess of 20% of the voting power were
11acquired or are proposed to be acquired for the purpose of gaining control of the
12issuing public resident domestic corporation, the terms of the proposed acquisition,
13including but not limited to the source of funds or other consideration and the
14material terms of the financial arrangements for the acquisition, any plans or
15proposals of the person to liquidate the
issuing public resident domestic corporation,
16to sell all or substantially all of its assets, or merge it or exchange its shares with any
17other person, to change the location of its principal office or of a material portion of
18its business activities, to change materially its management or policies of
19employment, to alter materially its relationship with suppliers or customers or the
20communities in which it operates, or make any other material change in its business,
21corporate structure, management or personnel, and such other material information
22as would affect the decision of a shareholder with respect to voting on the resolution.
AB100-ASA1,1396,524
180.1150
(5) (a) Within 10 days after receipt of a resolution and notice under
25sub. (4), the directors of the
issuing public resident domestic corporation shall fix a
1date for a special meeting of the shareholders to vote on the resolution. The meeting
2shall be held no later than 50 days after receipt of the resolution and notice under
3sub. (4), unless the person agrees to a later date, and no sooner than 30 days after
4receipt of the resolution and notice, if the person so requests in writing when
5delivering the resolution and notice.
AB100-ASA1,1396,177
180.1150
(5) (d)
An issuing public
A resident domestic corporation is not
8required to hold more than 2 meetings under par. (a) in any 12-month period with
9respect to resolutions and notices presented by the same person unless the person
10pays to the
issuing public corporation, in advance of the 3rd or subsequent such
11meeting the reasonable expenses of the meeting including, without limitation, fees
12and expenses of counsel, as estimated in good faith by the board of directors of the
13issuing public resident domestic corporation and communicated in writing to the
14person within 10 days after receipt of a 3rd or subsequent resolution and notice from
15the person. In such event, notwithstanding par. (a), the directors may fix a date for
16the meeting within 10 days after receipt of payment in full of such estimated
17expenses rather than within 10 days after receipt of the resolution and notice.
AB100-ASA1,1396,2319
180.1150
(7) A corporation that is not
an issuing public a resident domestic 20corporation may elect, by express provision in its articles of incorporation, to be
21subject to this section as if it were
an issuing public a resident domestic corporation
22unless its articles of incorporation contain a provision stating that the corporation
23is a close corporation under ss. 180.1801 to 180.1837.
AB100-ASA1,1397,4
1180.1422
(1) (intro.) A corporation that is administratively dissolved may
2apply to the department for reinstatement
within 2 years after the later of January
31, 1991, or the effective date of dissolution. The application shall include all of the
4following:
AB100-ASA1,1397,76
180.1422
(1) (b)
That A statement that each ground for dissolution either did
7not exist or has been
eliminated cured.
AB100-ASA1,1397,109
180.1422
(1) (c)
That A statement that the corporation's name satisfies s.
10180.0401.
AB100-ASA1,1397,1412
180.1422
(2) (a) (intro.) The department shall cancel the certificate of
13dissolution and
prepare issue a certificate of reinstatement that complies with par.
14(b) if the department determines all of the following:
AB100-ASA1,1397,1716
180.1422
(2) (a) 2. That all fees and penalties owed by the corporation to the
17department
under this chapter have been paid.
AB100-ASA1,1397,2219
180.1422
(2) (b) The certificate of reinstatement shall state the department's
20determination under par. (a) and the effective date of reinstatement. The
21department shall file
the original of the certificate and
return provide a copy to the
22corporation or its representative.
AB100-ASA1,1398,524
180.1602
(2) (c) A person that has delivered the resolution under s. 180.1150
25(4) may, by giving written notice to the
issuing public resident domestic corporation,
1as defined in s. 180.1150 (1)
(a) (c), that complies with s. 180.0141, inspect and copy
2the record of shareholders of the
issuing public
resident domestic corporation, in
3person or by agent or attorney at any reasonable time for the purpose of
4communicating with the shareholders in connection with the special shareholders'
5meeting under s. 180.1150 (5).
AB100-ASA1,1398,87
180.1708
(7) (bm)
Section Sections 180.1422
applies and 180.1423 apply to an
8administrative dissolution before, on or after January 1, 1991.
AB100-ASA1,1398,1210
181.563
(1) (intro.) A corporation that is administratively dissolved may apply
11to the department for reinstatement
within 2 years after the later of January 1, 1994,
12or the effective date of dissolution. The application shall include all of the following:
AB100-ASA1,1398,1514
181.563
(1) (b)
That A statement that each ground for dissolution either did not
15exist or has been
eliminated cured.
AB100-ASA1,1398,1717
181.563
(1) (c)
That A statement that the corporation's name satisfies s. 181.06.
AB100-ASA1,1398,2119
181.563
(2) (a) (intro.) The department shall cancel the certificate of dissolution
20and
prepare issue a certificate of reinstatement that complies with par. (b) if the
21department determines all of the following:
AB100-ASA1,1398,2423
181.563
(2) (a) 2. That all fees and penalties owed by the corporation to the
24department
under this chapter have been paid.
AB100-ASA1,1399,4
1181.563
(2) (b) The certificate of reinstatement shall state the department's
2determination under par. (a) and the effective date of reinstatement. The
3department shall file
the original of the certificate and
serve provide a copy
on to the
4corporation
under s. 181.10 or its representative.
AB100-ASA1,1399,76
181.68
(1) (L) Application for reinstatement following administrative
7dissolution,
$10 $35.
AB100-ASA1,1399,109
181.76
(6) Sections 181.563 and 181.564 apply to a corporation
10administratively dissolved before, on or after January 1, 1994.
AB100-ASA1,1399,24
12182.028 School corporations. Any corporation formed for the establishment
13and maintenance of schools, academies, seminaries, colleges or universities or for the
14cultivation and practice of music shall have power to enact bylaws for the protection
15of its property, and provide fines as liquidated damages upon its members and
16patrons for violating the bylaws, and may collect the same in tort actions, and to
17prescribe and regulate the courses of instruction therein, and to confer such degrees
18and grant such diplomas as are usually conferred by similar institutions or as shall
19be appropriate to the courses of instruction prescribed, except that no corporation
20shall operate or advertise a school that is subject to s.
38.51 39.51 (10) without
21complying with the requirements of s.
38.51 39.51. Any stockholder may transfer his
22or her stock to the corporation for its use; and if the written transfer so provides the
23stock shall be perpetually held by the board of directors with all the rights of a
24stockholder, including the right to vote.
AB100-ASA1, s. 3132m
1Section 3132m. 183.0802 (3) of the statutes is renumbered 183.0802 (3) (a)
2and amended to read:
AB100-ASA1,1400,173
183.0802
(3) (a)
Unless Except as provided in par. (b), unless an operating
4agreement provides that a member does not have the power to withdraw by
5voluntary act from a limited liability company, the member may do so at any time by
6giving written notice to the other members, or on any other terms as are provided in
7an operating agreement. If the member has the power to withdraw but the
8withdrawal is a breach of an operating agreement or the withdrawal occurs as a
9result of otherwise wrongful conduct of the member, the limited liability company
10may recover from the withdrawing member damages for breach of the operating
11agreement or as a result of the wrongful conduct and may offset the damages against
12the amount otherwise distributable to the member, in addition to pursuing any
13remedies provided for in an operating agreement or otherwise available under
14applicable law. Unless otherwise provided in an operating agreement, in the case of
15a limited liability company for a definite term or particular undertaking, a
16withdrawal by a member before the expiration of that term or completion of that
17undertaking is a breach of the operating agreement.
AB100-ASA1,1401,219
183.0802
(3) (b) If a member acquired an interest in a limited liability company
20for no or nominal consideration, the member may withdraw from the limited liability
21company only in accordance with the operating agreement and only at the time or
22upon the occurrence of an event specified in the operating agreement. If the
23operating agreement does not specify the time or the event upon the occurrence of
24which the member may withdraw, a member who acquired an interest in the limited
25liability company for no or nominal consideration may not withdraw prior to the time
1for the dissolution and commencement of winding up of the limited liability company
2without the written consent of all members of the limited liability company.
AB100-ASA1,1401,75
185.981
(4t) A sickness care plan operated by a cooperative association is
6subject to ss. 252.14, 631.89, 632.72 (2), 632.745, 632.747, 632.749, 632.87 (2m), (3),
7(4) and (5), 632.895 (10)
to (12) and 632.897 (10) and
ch. chs. 149 and 155.
AB100-ASA1,1401,1510
185.983
(1) (intro.) Every such voluntary nonprofit sickness care plan shall be
11exempt from chs. 600 to 646, with the exception of ss. 601.04, 601.13, 601.31, 601.41,
12601.42, 601.43, 601.44, 601.45, 611.67, 619.04, 628.34 (10), 631.89, 631.93, 632.72
13(2), 632.745, 632.747, 632.749, 632.775, 632.79, 632.795, 632.87 (2m), (3), (4) and (5),
14632.895 (5)
, (9) and (10) and (9) to (12), 632.896 and 632.897 (10)
, subch. II of ch. 619 15and chs. 609, 630, 635, 645 and 646, but the sponsoring association shall:
AB100-ASA1,1402,717
196.20
(5) (d) If the commission does not conduct a hearing under this
18subsection, a proposed rate increase or change in a rate schedule becomes effective
19as proposed and any rates, tolls or charges under review under s. 196.215 (6) or (7)
20may not be altered unless the commission issues a final order no later than 150 days
21after the commission receives the application or receives the information under par.
22(b) 1g. and 1r. If the commission conducts a hearing, a proposed rate increase or
23change in a rate schedule becomes effective as proposed and any rates, tolls or
24charges under review under s. 196.215 (6) or (7) may not be altered unless the
25commission issues the final order no later than 180 days after the commission
1receives the application or receives the information under par. (b) 1g. and 1r. If the
2commission conducts a hearing, the hearing examiner may extend the time for
3issuing a final order up to 30 additional days. The commission and the small
4telecommunications utility may agree in writing to extend the time for issuing a final
5order.
Notwithstanding ss. 196.34 and 196.36 (2), the commission may require the
6small telecommunications utility to bear the expense of producing a transcript of a
7hearing conducted under this section.
AB100-ASA1,1402,199
196.20
(6) If a telecommunications utility that is not a small
10telecommunications utility and that has 150,000 or less access lines in use in this
11state files with the commission an application for a rate change that constitutes an
12increase in rates, the rate change becomes effective as proposed unless the
13commission issues the final order on the application no later than 180 days after the
14commission receives the application. The hearing examiner may extend the time for
15issuing a final order up to 30 additional days. The commission and the
16telecommunications utility may agree in writing to extend the time for issuing a final
17order.
Notwithstanding ss. 196.34 and 196.36 (2), the commission may require the
18telecommunications utility to bear the expense of producing a transcript of a hearing
19conducted under this subsection.
AB100-ASA1,1402,2421
196.202
(1) Definition. In this section, "cellular mobile radio
22telecommunications utility" means a person authorized by the federal
23communications commission to provide domestic public
commercial mobile cellular
24radio telecommunications service under
47 USC 154 (i).
AB100-ASA1,1403,9
1196.202
(2) Scope of regulation. A cellular mobile radio telecommunications
2utility is not subject to ch. 184 or this chapter, except a cellular mobile radio
3telecommunications utility is subject to s. 196.218 (3) to the extent not preempted by
4federal law. If the application of s. 196.218 (3) to a cellular mobile radio
5telecommunications utility is not preempted, a cellular mobile radio
6telecommunications utility shall respond, subject to the protection of the cellular
7mobile radio telecommunications utility's competitive information, to all reasonable
8requests for information about its operations in this state from the commission
9necessary to
establish and administer the universal service fund.
AB100-ASA1, s. 2325
10Section
2325. 196.218 (1) of the statutes is renumbered 196.218 (1) (intro.)
11and amended to read:
AB100-ASA1,1403,1212
196.218
(1) (title)
Definition Definitions. (intro.) In this section
, "universal:
AB100-ASA1,1403,15
13(c) "Universal service" includes the availability of a basic set of essential
14telecommunications services and access to advanced service capabilities of a modern
15telecommunications infrastructure anywhere in this state.
AB100-ASA1, s. 2326
16Section
2326. 196.218 (1) (a) and (b) of the statutes are created to read:
AB100-ASA1,1403,1817
196.218
(1) (a) "Board" means the technology for educational achievement in
18Wisconsin board.
AB100-ASA1,1403,1919
(b) "Department" means the department of administration.
AB100-ASA1,1403,2221
196.218
(1) (d) "Universal service fund" means the trust fund established
22under s. 25.95.
