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(1) may not be adopted, amended or repealed by the board of directors.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a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows: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quorum requirement or a greater voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.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:
180.1100(6)(g)
(g) A member or stockholder of a general cooperative association.
180.1100(6)(j)
(j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.
180.1100(7)
(7) “Interest holder liability" means any of the following:
180.1100(7)(a)
(a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:
180.1100(7)(a)1.
1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.
180.1100(7)(a)2.
2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.
180.1100(7)(b)
(b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.
180.1100(9)
(9) “Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
180.1100(10)
(10) “Non-United States entity" means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.
180.1100(11)
(11) “Organizational documents" means, with respect to an entity, whether in a record or, to the extent permitted under the entity's governing law, other than in a record, the following or its equivalent under the entity's governing law:
180.1100(11)(a)
(a) For a domestic or foreign corporation, whether or not for profit or stock or nonstock, its articles of incorporation and bylaws.
180.1100(11)(b)
(b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.
180.1100(11)(c)
(c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.
180.1100(11)(d)
(d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.
180.1100(11)(e)
(e) For a business trust, its agreement of trust and declaration of trust.
180.1100(11)(f)
(f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.
180.1100(13)
(13) “Surviving entity" means the entity that continues in existence after or is created by a merger.
180.1100(14)
(14) “Type of entity" means a generic form of entity that is any of the following:
180.11001
180.11001
Relationship of subchapter to other laws. 180.11001(1)(1)
This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.
180.11001(2)
(2) A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.
180.11001 History
History: 2021 a. 258.
180.11002(1)(1)
Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.
180.11002(2)
(2) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.
180.11002(3)
(3) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.
180.11002 History
History: 2021 a. 258.
180.11003
180.11003
Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.
180.11003 History
History: 2021 a. 258.
