AB867,6,64 180.0202 (1) (d) 2. The number of shares of each class that the corporation is
5authorized to issue, except that an investment company may declare that each class
6has an indefinite number of authorized shares
.
AB867, s. 10 7Section 10. 180.0202 (1) (e) 2. of the statutes is amended to read:
AB867,6,108 180.0202 (1) (e) 2. The number of shares of each series that the corporation is
9authorized to issue, except that an investment company may declare that each series
10has an indefinite number of authorized shares
.
AB867, s. 11 11Section 11. 180.0601 (1) of the statutes is amended to read:
AB867,6,2012 180.0601 (1) The articles of incorporation shall prescribe the classes of shares
13and the number of shares of each class that the corporation is authorized to issue,
14except that an investment company may prescribe that each class has an indefinite
15number of authorized shares
. If more than one class of shares is authorized, the
16articles of incorporation shall prescribe a distinguishing designation for each class.
17Before the issuance of shares of a class, the corporation shall describe in its articles
18of incorporation the preferences, limitations and relative rights of that class. All
19shares of a class shall have preferences, limitations and relative rights identical with
20those of other shares of the same class unless the class is divided into series.
AB867, s. 12 21Section 12. 180.0601 (2) of the statutes is amended to read:
AB867,7,622 180.0601 (2) The articles of incorporation may create series of shares within
23a class of shares, except that an investment company may prescribe that each series
24has an indefinite number of authorized shares
. Before the issuance of shares of a
25series, the corporation shall describe in its articles of incorporation the number of

1shares of each series that the corporation is authorized to issue or that there is an
2indefinite number of authorized shares
, a distinguishing designation for each series
3within a class and the preferences, limitations and relative rights of that series. All
4shares of a series shall have preferences, limitations and relative rights identical
5with those of other shares of the same series and, except to the extent otherwise
6provided in the description of the series, with those of other series of the same class.
AB867, s. 13 7Section 13. 180.0602 (1) (b) of the statutes is amended to read:
AB867,7,128 180.0602 (1) (b) Create one or more series within a class, and, with respect to
9any series, determine the number of shares of the series, the distinguishing
10designation and the preferences, limitations and relative rights, in whole or in part,
11before the issuance of any shares of that series, except that an investment company
12may prescribe that each series has an indefinite number of authorized shares
.
AB867, s. 14 13Section 14. 180.0602 (1) (c) of the statutes is created to read:
AB867,7,1714 180.0602 (1) (c) In the case of an investment company, change the
15distinguishing designation of a class or series of shares, whether or not shares of the
16class are issued and outstanding, if the change does not affect the preferences,
17limitations and relative rights, in whole or in part, of the class or series.
AB867, s. 15 18Section 15. 180.0602 (2) (c) of the statutes is amended to read:
AB867,7,2119 180.0602 (2) (c) The number of shares of the class or series of shares created,
20except that an investment company may prescribe that each class and each series
21have an indefinite number of authorized shares
.
AB867, s. 16 22Section 16. 180.0602 (2) (d) of the statutes is amended to read:
AB867,7,2523 180.0602 (2) (d) A statement that none of the shares of the class or series has
24been issued, except that this statement is not required if the only amendment to the
25articles of incorporation is made pursuant to sub. (1) (c)
.
AB867, s. 17
1Section 17. 180.0603 (1) of the statutes is amended to read:
AB867,8,62 180.0603 (1) A corporation may issue the number of shares of each class or
3series authorized by the articles of incorporation. If an investment company has
4authorized an indefinite number of shares, there is no limit on the number of shares
5that the investment company may issue.
Shares that are issued are outstanding
6shares until they are reacquired, redeemed, converted or canceled.
AB867, s. 18 7Section 18. 180.0631 (3) (b) (intro.) of the statutes is amended to read:
AB867,8,148 180.0631 (3) (b) (intro.) If the articles of incorporation prohibit the reissuance
9of acquired shares, the number of authorized shares is reduced by the number of
10shares acquired by the corporation, effective upon amendment of the articles of
11incorporation, except in the case of an investment company that has authorized an
12indefinite number of shares
. The board of directors may adopt articles of amendment
13under this paragraph without shareholder action and deliver them to the secretary
14of state for filing. The articles shall include all of the following information:
AB867, s. 19 15Section 19. 180.0631 (3) (b) (intro.) of the statutes, as affected by 1995
16Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:
AB867,8,2317 180.0631 (3) (b) (intro.) If the articles of incorporation prohibit the reissuance
18of acquired shares, the number of authorized shares is reduced by the number of
19shares acquired by the corporation, effective upon amendment of the articles of
20incorporation, except in the case of an investment company that has authorized an
21indefinite number of shares. The board of directors may adopt articles of amendment
22under this paragraph without shareholder action and deliver them to the
23department for filing. The articles shall include all of the following information:
AB867, s. 20 24Section 20. 180.0701 (4) (intro.) of the statutes is amended to read:
AB867,9,6
1180.0701 (4) (intro.) If so provided in the articles of incorporation or bylaws of
2a corporation registered under the federal investment company act of 1940, as
3amended, the corporation
an investment company, the investment company is not
4required to hold an annual meeting of shareholders in any year in which none of the
5following matters is required to be acted on by the shareholders under the federal
6investment company act of 1940, as amended
15 USC 80a-1 to 80a-64:
AB867, s. 21 7Section 21. 180.1002 (7m) of the statutes is created to read:
AB867,9,108 180.1002 (7m) In the case of an investment company, to change the corporate
9name, if the investment company notifies shareholders of the change in corporate
10name not less than 30 days before the effective date of the change.
AB867, s. 22 11Section 22. 180.1002 (8) of the statutes is amended to read:
AB867,9,1612 180.1002 (8) If the articles of incorporation so provide, to create a series of
13shares, to determine the numbers of shares of a series, the distinguishing
14designation and the preferences, limitations and relative rights of a series of shares,
15or to determine the preferences, limitations and relative rights of a class of shares,
16to the extent
make a change permitted by s. 180.0602.
AB867, s. 23 17Section 23. 180.1002 (8m) of the statutes is created to read:
AB867,9,1918 180.1002 (8m) In the case of an investment company, to declare an indefinite
19number of authorized shares.
AB867, s. 24 20Section 24. 180.1002 (8n) of the statutes is created to read:
AB867,9,2521 180.1002 (8n) In the case of a company that is registered, or is organized for
22the purpose of registering, as a management investment company under 15 USC
2380a-1
to 80a-64, to state that the corporation is registered or is organized for the
24purposes of registering as a management investment company under 15 USC 80a-1
25to 80a-64.
AB867, s. 25
1Section 25. 180.1622 (1) (f) of the statutes is amended to read:
AB867,10,72 180.1622 (1) (f) The total number of authorized shares, itemized by class and
3series, if any, within each class and, with respect to a. A foreign corporation, shall
4itemize the total number of authorized shares
by par value of shares and shares
5without par value. An investment company that has an indefinite number of
6authorized shares shall state that it has declared an indefinite number of authorized
7shares.
AB867, s. 26 8Section 26. Effective dates. This act takes effect on the first day of the first
9month beginning after publication, except as follows:
AB867,10,13 10(1) The amendment of section 180.0122 (1m) (intro.) of the statutes and the
11repeal and recreation of section 180.0631 (3) (b) (intro.) of the statutes take effect on
12July 1, 1996, or on the first day of the first month beginning after publication,
13whichever is later.
AB867,10,1414 (End)
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