181.36
181.36
Procedure to amend articles of incorporation. 181.36(1)(1) Amendments to the articles of incorporation shall be made in the following manner:
181.36(1)(a)
(a) Where there are members having voting rights, amendments may be made at any special meeting duly called for that purpose or at any annual meeting, provided that a statement of the nature of the proposed amendment is included in the notice of the meeting. An amendment shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at such meeting.
181.36(1)(b)
(b) Where there are no members, or no members having voting rights, an amendment shall be adopted at a meeting of the board of directors upon receiving the vote of a majority of the directors in office.
181.36(2)
(2) Any number of amendments may be submitted and voted upon at any one meeting.
181.37
181.37
Articles of amendment. The articles of amendment shall be executed by the president or a vice president, and the secretary or an assistant secretary and shall be sealed with the corporate seal, if there be any, and shall set forth:
181.37(1)
(1) The name of the corporation and the county in which its principal office is located.
181.37(3)
(3) The date of the adoption of the amendment,
181.37(4)
(4) If
sub. (6) does not apply and there are members having voting rights, a statement of the total number of members with voting rights, the number of such members present in person or represented by proxy at the meeting at which the amendment was adopted and the number of members voting for and against such amendment, respectively.
181.37(5)
(5) If
sub. (6) does not apply and there are no members having voting rights, a statement that there are no members having voting rights, the date of the meeting of the board of directors at which the amendment was adopted and a statement of the fact that such amendment received the affirmative vote of a majority of the directors in office, or such larger number as may be required by the articles of incorporation.
181.37(6)
(6) Any action of a governmental agency in changing the address of the corporation's principal office, if there is no corresponding change in physical location.
181.37 History
History: 1981 c. 337;
1983 a. 134.
181.38
181.38
Filing of articles of amendment. The articles of amendment shall be filed and recorded, and upon filing of the articles, the department may issue a certificate of amendment.
181.38 Cross-reference
Cross-reference: See s.
14.38 (14) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter's name.
181.39
181.39
Restated articles of incorporation. 181.39(1)
(1) A corporation may by action taken in the same manner as required for amendment of articles of incorporation adopt restated articles of incorporation consisting of the articles of incorporation as amended to date. Restated articles of incorporation may, but need not be, adopted in connection with an amendment to the articles of incorporation. Restated articles of incorporation shall contain a statement that they supersede and take the place of the theretofore existing articles of incorporation and amendments thereto. Restated articles of incorporation shall contain all the statements required by this chapter to be included in original articles of incorporation except that:
181.39(1)(a)
(a) In lieu of setting forth the mailing address of the principal office of the corporation and the name and address of its initial registered agent, it shall set forth the mailing address and county of the principal office of the corporation and the name and address of its registered agent at the time of the adoption of the restated articles of incorporation; and
181.39(1)(b)
(b) No statement need be made with respect to the number or names and addresses of directors constituting the initial board of directors or the names and addresses of the incorporators.
181.39(2)
(2) Restated articles of incorporation shall be executed, filed and recorded in the manner prescribed in this chapter for articles of amendment and on filing shall supersede and take the place of the theretofore existing articles of incorporation and amendments thereto. The department shall upon request certify a copy of the articles of incorporation, or the articles of incorporation as restated, or any amendments to either thereof.
181.39 Annotation
The contents of restated articles of incorporation do not have to comply with 181.37, relating to the contents of amended articles. 60 Atty. Gen. 152.
181.40
181.40
Filing and recording court order under bankruptcy laws. The department and the register of deeds shall upon delivery to them respectively file and record in the manner and places and upon payment of fees as provided in this chapter in respect to articles of amendment, duly certified copies of any order of a court of the United States in proceedings under the national bankruptcy laws, if such order effects an amendment to the articles of incorporation. It shall be the duty of the principal officers of such corporation to cause each such order to be so filed and recorded promptly after such order has become final.
181.40 History
History: 1995 a. 27.
181.41
181.41
Effect of amendment. No amendment shall affect any existing cause of action in favor of or against such corporation, or any pending suit to which such corporation shall be party, or the existing rights of persons other than members, and, in the event the corporate name shall be changed by amendment, no suit brought by or against such corporation under its former name shall abate for that reason.
181.42
181.42
Procedure for merger. 181.42(1)
(1) Any 2 or more domestic corporations, subject to the provisions of this chapter, and organized for substantially the same or similar purposes, may merge into one of such corporations pursuant to a plan of merger approved in the manner provided in this chapter.
181.42(2)
(2) The board of directors of each corporation shall, by resolution adopted by each such board, approve a plan of merger setting forth:
181.42(2)(a)
(a) The names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, hereinafter designated by the surviving corporation;
181.42(2)(b)
(b) The terms and conditions of the proposed merger;
181.42(2)(c)
(c) The respective interests and rights of members of the constituent corporations in the surviving corporation;
181.42(2)(d)
(d) Any change in the articles of incorporation of the surviving corporation to be effected by such merger;
181.42(2)(e)
(e) Such other provisions with respect to the proposed merger as are deemed necessary or desirable.
181.43
181.43
Procedure for consolidation. 181.43(1)
(1) Any 2 or more domestic corporations, subject to the provisions of this chapter and organized for substantially the same or similar purposes, may consolidate into a new corporation pursuant to a plan of consolidation approved in the manner provided in this chapter.
181.43(2)
(2) The board of directors of each corporation shall, by a resolution adopted by each such board, approve a plan of consolidation setting forth:
181.43(2)(a)
(a) The names of the corporations proposing to consolidate and the name of the new corporation into which they propose to consolidate, hereinafter designated the new corporation;
181.43(2)(b)
(b) The terms and conditions of the proposed consolidation;
181.43(2)(c)
(c) The respective interests and rights of members of the constituent corporations in the new corporation;
181.43(2)(d)
(d) With respect to the new corporation, all of the statements required to be set forth in articles of incorporation for corporations organized under this chapter;
181.43(2)(e)
(e) Such other provisions with respect to the proposed consolidation as are deemed necessary or desirable.
181.44
181.44
Approval of merger or consolidation. 181.44(1)
(1) A plan of merger or consolidation shall be adopted in the following manner:
181.44(1)(a)
(a) Where the members of any merging or consolidating corporation have voting rights, the board of directors of such corporation shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or a summary thereof shall be given to each member entitled to vote at such meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy at each such meeting.
181.44(1)(b)
(b) Where any merging or consolidating corporation has no members, or no members having voting rights, a plan of merger or consolidation shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.
181.44(2)
(2) After such approval, and at any time prior to the filing of the articles of merger or consolidation, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation.
181.45
181.45
Articles of merger or consolidation. 181.45(1)
(1) Upon such approval, articles of merger or articles of consolidation shall be executed by the president or a vice president and the secretary or an assistant secretary of each corporation, and shall be sealed with the corporate seal if there be any, of each corporation, and shall set forth:
181.45(1)(a)
(a) The plan of merger or the plan of consolidation.
181.45(1)(b)
(b) Where the members of any merging or consolidating corporation have voting rights, then as to each such corporation a statement of the total number of members with voting rights, the number of such members present in person or represented by proxy at the meeting at which the plan was adopted and the number of members voting for and against such plan, respectively.
181.45(1)(c)
(c) Where any merging or consolidating corporation has no members, or no members having voting rights, then as to each such corporation a statement of such fact, the date of the meeting of the board of directors at which the plan was adopted and a statement of the fact that such plan received the affirmative vote of a majority of the directors in office, or such larger number as may be required by the articles of incorporation.
181.45(1)(d)
(d) As to each corporation, the county in which its principal office is located.
181.45(2)
(2) Such articles of merger or consolidation shall be filed with the department and shall be recorded in the offices of the registers of deeds of the counties of this state in which the respective corporations so consolidating or merging have their principal offices and in the county in which the surviving or new corporation is to have its principal office.
181.45(3)
(3) The certificate of merger or consolidation may be issued by the department upon expiration of the period for filing a certificate of abandonment.
181.45 Cross-reference
Cross-reference: See s.
14.38 (14) for provision that certain corporate documents may not be filed with secretary of state unless they bear the drafter's name.
181.46
181.46
Effective date of merger or consolidation; abandonment. The merger or consolidation shall be effected upon the filing of the articles of merger or consolidation, or at such time within 31 days thereafter as is designated in said articles. If, after the filing of articles of merger or consolidation, the merger or consolidation is abandoned pursuant to provisions therefor set forth in the plan of merger or consolidation, there shall be executed by the president or a vice president and the secretary or an assistant secretary of each corporation, and shall be sealed with the corporate seal of each corporation, a certificate of abandonment setting forth the fact and date of such abandonment; and such certificate shall within 30 days of such abandonment be filed with the department and recorded in each office in which such articles of merger or consolidation were recorded.
181.47
181.47
Effect of merger or consolidation. When such merger or consolidation has been effected:
181.47(1)
(1) The several corporations parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation.
181.47(2)
(2) The separate existence of all corporations parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease. The authority of the officers of any corporation, the separate existence of which has so ceased, to act thereafter on behalf of such corporation shall continue with respect to the due execution in the name of such corporation of tax returns, instruments of transfer or conveyance and other documents where the execution thereof is required or convenient to comply with any provision of law, of any contract to which such corporation was a party or of the plan of merger or consolidation.
181.47(3)
(3) Such surviving or new corporation shall have all the rights, privileges, immunities and powers and shall be subject to all the duties and liabilities of a corporation organized under this chapter.
181.47(4)
(4) Such surviving or new corporation shall thereupon and thereafter possess all the rights, privileges, immunities, and franchises, as well of a public as of a private nature, of each of the merging or consolidating corporations; and all property, real, personal and mixed, and all debts due on whatever account, and all other choses in action, and all and every other interest, of or belonging to or due to each of the corporations so merged or consolidated, shall be taken and deemed to be transferred to and vested in such single corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation.
181.47(5)
(5) Such surviving or new corporation shall thenceforth be responsible and liable for all the liabilities and obligations of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted to judgment as if such merger or consolidation had not taken place, or such surviving or new corporation may be substituted in its place. Neither the rights of creditors nor any liens upon the property of any such corporation shall be impaired by such merger or consolidation.
181.47(6)
(6) In the case of a merger, the articles of incorporation of the surviving corporation shall be deemed to be amended to the extent, if any, that changes in its articles of incorporation are stated in the articles of merger; and, in the case of a consolidation, the statements set forth in the articles of consolidation and which are required or permitted to be set forth in the articles of incorporation of corporations organized under this chapter shall be deemed to be the articles of incorporation of the new corporation.
181.47 History
History: 1973 c. 128.
181.48
181.48
Merger or consolidation of domestic and foreign corporations. 181.48(1)(1) One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner, provided such merger or consolidation is permitted by the laws of the state under which each such foreign corporation is organized: each domestic corporation shall comply with the provisions of this chapter with respect to the merger or consolidation, as the case may be, of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the state under which it is organized.
181.48(2)
(2) The effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations, if the surviving or new corporation is to be governed by the laws of this state. If the surviving or new corporation is to be governed by the laws of any state other than this state, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of such other state provide otherwise.
181.485
181.485
Conversion of cooperative. A cooperative organized without capital stock may elect to convert itself to a nonstock corporation by adopting and filing restated articles of incorporation in the manner required under
ch. 185. The restated articles of incorporation shall conform to the requirements of
s. 181.31 and shall contain a statement that the cooperative elects to convert itself to a corporation subject to this chapter. The election to become a corporation subject to this chapter is effective upon the filing of the restated articles of incorporation.
181.485 History
History: 1985 a. 30.
181.49
181.49
Sale, lease or exchange of assets. 181.49(1)
(1) A sale, lease, exchange, or other disposition of less than substantially all of the property and assets of a corporation, and the mortgage or pledge of any or all property and assets of a corporation, whether or not made in the usual and regular course of its affairs, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of property, real or personal, including shares, obligations or other securities of any other corporation, domestic or foreign, whether or not such other corporation is organized under this chapter, as shall be authorized by its board of directors; and in such case no authorization or consent of the members shall be required, unless otherwise provided by law or in the articles of incorporation.
181.49(2)
(2) A sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a corporation may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares, obligations or other securities of any corporation, domestic or foreign, whether or not such other corporation is organized under this chapter, as may be authorized in the following manner:
181.49(2)(a)
(a) Where there are members having voting rights, the board of directors shall adopt a resolution recommending such sale, lease, exchange or other disposition and directing that it be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, the property and assets of the corporation shall be given to each member entitled to vote at such meeting, within the time and in the manner provided by this chapter for the giving of notice of meetings of members. At such meeting the members may authorize such sale, lease, exchange or other disposition and may fix, or may authorize the board of directors to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such authorization shall require the affirmative vote of at least two-thirds of the members present or represented by proxy at such meeting. After such authorization by a vote of members, the board of directors, nevertheless, in its discretion, may abandon such sale, lease, exchange or other disposition of assets, subject to the rights of 3rd parties under any contracts relating thereto, without further action or approval by members.
181.49(2)(b)
(b) Where there are no members, or no members having voting rights, a sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a corporation shall be authorized upon receiving the vote of a majority of the directors in office.
181.49 History
History: 1973 c. 128.
181.50
181.50
Voluntary dissolution. 181.50(1)
(1) A corporation may dissolve and wind up its affairs in the following manner:
181.50(1)(a)
(a) Where there are members having voting rights, the board of directors shall adopt a resolution recommending that the corporation be dissolved, and directing that the question of such dissolution be submitted to a vote at a meeting of members having voting rights, which may be either an annual or a special meeting. Written notice stating that the purpose, or one of the purposes, of such meeting is to consider the advisability of dissolving the corporation, shall be given to each member entitled to vote at such meeting, within the time and in the manner provided in this chapter for the giving of notice of meetings of members. A resolution to dissolve the corporation shall be adopted upon receiving at least two-thirds of the votes entitled to be cast by members present or represented by proxy.
181.50(1)(b)
(b) Where there are no members, or no members having voting rights, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.
181.50(2)
(2) Upon the adoption of such resolution by the members, or by the board of directors where there are no members or no members having voting rights, the corporation shall cease to conduct its affairs except insofar as may be necessary for the winding up thereof, shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of the corporation, and shall proceed to collect its assets and apply and distribute them as provided in this chapter.
181.51
181.51
Distribution of assets. The assets of a corporation in the process of dissolution shall be applied and distributed as follows:
181.51(1)
(1) All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor;
181.51(2)
(2) Assets held by the corporation upon condition requiring return, transfer or conveyance, which condition occurs by reason of the dissolution, shall be returned, transferred or conveyed in accordance with such requirements;
181.51(3)
(3) Assets received and held by the corporation subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, education or similar purposes, but not held upon a condition requiring return, transfer or conveyance by reason of the dissolution, shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation, pursuant to a plan of distribution adopted as provided in this chapter;
181.51(4)
(4) Other assets, if any, shall be distributed in accordance with the provisions of the articles of incorporation or the bylaws to the extent that the articles of incorporation or bylaws determine the distributive rights of members, or any class or classes of members, or provide for distribution to others;
181.51(5)
(5) Any remaining assets may be distributed to such persons, societies, organizations or domestic or foreign corporations, whether for profit or not for profit, as may be specified in a plan of distribution adopted as provided in this chapter, provided that assets received and held by corporations organized for charitable, religious, eleemosynary, benevolent, educational or similar purposes shall be transferred or conveyed to one or more domestic or foreign corporations, societies or organizations engaged in activities substantially similar to those of the dissolving corporation.
