180.1005
180.1005
Amendment before issuance of shares. If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation's articles of incorporation. Unless the amendment has been approved by the affirmative vote or the written consent of not less than two-thirds of the shares subscribed for, any subscriber or shareholder who has not voted in favor of or consented to the amendment is released from his or her subscription and is entitled to repayment of any consideration paid for his or her shares upon application to the corporation within 10 days after notice, under s.
180.0141, of the amendment.
180.1005 History
History: 1989 a. 303.
180.1006
180.1006
Articles of amendment. A corporation amending its articles of incorporation shall deliver to the department for filing articles of amendment that include all of the following information:
180.1006(3)
(3) If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.
180.1006(4)
(4) The date on which each amendment was adopted.
180.1006 History
History: 1989 a. 303;
1995 a. 27.
180.1007
180.1007
Restated articles of incorporation. 180.1007(1)(1)
A corporation's board of directors or, if the corporation has not yet issued shares, the incorporators may restate the articles of incorporation at any time and without shareholder approval, unless shareholder approval is required under sub.
(3).
180.1007(2)
(2) The restatement shall consist of the articles of incorporation as amended to date and shall contain a statement that they supersede and take the place of the existing articles of incorporation and any amendments to the articles of incorporation.
180.1007(3)(a)(a) In addition to the contents described in sub.
(2), the restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment, the restatement shall be adopted in the manner provided under s.
180.1002, under ss.
180.1003 and
180.1004 or under s.
180.1005, whichever is applicable, except as provided in par.
(b).
180.1007(3)(b)
(b) Notwithstanding s.
180.1003 (2) (b), if shareholder approval is required, the notice under s.
180.1003 (2) (a) of the proposed shareholders' meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change that it would make in the articles of incorporation.
180.1007(4)
(4) A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement that include the name of the corporation and the text of the restated articles of incorporation together with a certificate including the following information:
180.1007(4)(a)
(a) A statement indicating whether the restatement contains an amendment to the articles of incorporation requiring shareholder approval and, if it does not, that the board of directors or the incorporators adopted the restatement.
180.1007(4)(b)
(b) If the restatement contains an amendment to the articles of incorporation requiring shareholder approval, the information required by s.
180.1006 (1) to
(5).
180.1007(5)
(5) The restated articles of incorporation supersede the original articles of incorporation, any restated articles of incorporation previously adopted and all amendments to the original and any restated articles of incorporation.
180.1007 History
History: 1989 a. 303;
1995 a. 27.
180.1008
180.1008
Amendment pursuant to reorganization. 180.1008(1)(1)
Except as provided in sub.
(4), a corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court having jurisdiction under federal statute.
180.1008(2)
(2) The persons designated by the court shall deliver to the department for filing articles of amendment that include all of the following information:
180.1008(2)(c)
(c) The date of the court's order or decree approving the articles of amendment.
180.1008(2)(d)
(d) The title of the reorganization proceeding in which the order or decree was entered.
180.1008(2)(e)
(e) A statement that the court had jurisdiction of the proceeding under federal statute.
180.1008(3)
(3) Notwithstanding s.
180.1302, shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
180.1008(4)
(4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
180.1008 History
History: 1989 a. 303;
1995 a. 27.
180.1009(1)(1)
An amendment to a corporation's articles of incorporation, including a restatement of its articles of incorporation under s.
180.1007 that includes an amendment to its articles of incorporation, does not affect any of the following:
180.1009(1)(a)
(a) A cause of action existing against or in favor of the corporation.
180.1009(1)(b)
(b) A civil, criminal, administrative or investigatory proceeding to which the corporation is a party.
180.1009(1)(c)
(c) The existing rights of persons other than shareholders of the corporation.
180.1009(2)
(2) An amendment, or a restatement including an amendment, changing a corporation's name does not abate a civil, criminal, administrative or investigatory proceeding brought by or against the corporation in its former name.
180.1009 History
History: 1989 a. 303.
180.1020
180.1020
Amendment of bylaws by board of directors or shareholders. 180.1020(1)(1)
A corporation's board of directors may amend or repeal the corporation's bylaws or adopt new bylaws except to the extent that any of the following applies:
180.1020(1)(b)
(b) The shareholders in adopting, amending or repealing a particular bylaw provide within the bylaws that the board of directors may not amend, repeal or readopt that bylaw.
180.1020(2)
(2) A corporation's shareholders may amend or repeal the corporation's bylaws or adopt new bylaws even though the board of directors may also amend or repeal the corporation's bylaws or adopt new bylaws.
180.1020 History
History: 1989 a. 303.
180.1021
180.1021
Bylaw fixing quorum or voting requirements for shareholders. 180.1021(1)(1)
If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.
180.1021(2)
(2) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders under sub.
(1) may not be adopted, amended or repealed by the board of directors.
180.1021 History
History: 1989 a. 303.
180.1022
180.1022
Bylaw fixing quorum or voting requirements for directors. 180.1022(1)(1)
A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows:
180.1022(1)(a)
(a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw provides otherwise under sub.
(2).
180.1022(1)(b)
(b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
180.1022(2)
(2) A bylaw adopted or amended by the shareholders that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
180.1022(3)
(3) Action by the board of directors to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified under sub.
(2).
180.1022 History
History: 1989 a. 303.
MERGER, interest EXCHANGE,
CONVERSION, and domestication
180.1100
180.1100
Definitions. In this subchapter:
180.1100(1c)
(1c) “Acquired entity" means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.
180.1100(1e)
(1e) “Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.
180.1100(1g)
(1g) “Business entity" means a domestic business entity and a foreign business entity.
180.1100(1j)
(1j) “Constituent entity" means a merging entity or a surviving entity in a merger.
180.1100(1o)
(1o) “Converted entity" means the converting entity as it continues in existence after a conversion.
180.1100(1q)
(1q) “Converting entity" means an entity that engages in a conversion.
180.1100(1s)
(1s) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
180.1100(1u)
(1u) “Domesticating entity" means either a non-United States entity or a Wisconsin corporation that engages in a domestication.
180.1100(4)(b)
(b) A membership in a nonprofit or nonstock corporation.
180.1100(4)(e)
(e) A membership interest in a limited liability company.
180.1100(4)(f)
(f) A membership interest or stock in a general cooperative association.
180.1100(4)(g)
(g) A membership interest in a limited cooperative association.
180.1100(4)(i)
(i) A beneficial interest in a statutory trust, business trust, or common-law business trust.
180.1100(4)(j)
(j) A comparable interest in any other type of unincorporated entity.
180.1100(6)
(6) “Interest holder" means any of the following:
