181.1021(1)(b)
(b) The members, in adopting, amending or repealing a particular bylaw, provide within the bylaw that the board may not amend, repeal or readopt that bylaw.
181.1021(2)
(2)
By members with voting rights. A corporation's members with voting rights may amend or repeal the corporation's bylaws or adopt new bylaws even though the board may also amend or repeal the corporation's bylaws or adopt new bylaws.
181.1021 History
History: 1997 a. 79.
181.1022
181.1022
Class voting by members on amendments of bylaws. 181.1022(1)(1)
When class entitled to vote. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the bylaws if the amendment does any of the following:
181.1022(1)(a)
(a) Affects the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class.
181.1022(1)(b)
(b) Changes the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class.
181.1022(1)(c)
(c) Increases or decreases the number of memberships authorized for that class.
181.1022(1)(e)
(e) Effects an exchange, reclassification or termination of all or part of the memberships of that class.
181.1022(2)
(2)
Approval by each class required. If a class is to be divided into 2 or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.
181.1022(3)
(3)
Voting requirements. Unless otherwise provided in the articles of incorporation or bylaws, if a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.
181.1022 History
History: 1997 a. 79.
181.1030
181.1030
Approval by 3rd persons. The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board. Such an article provision may only be amended with the approval in writing of the person.
181.1030 History
History: 1997 a. 79.
MERGER, interest exchange,
CONVERSION, and domestication
181.1100
181.1100
Definitions. In this subchapter:
181.1100(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.
181.1100(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.
181.1100(1g)
(1g) “Business entity" means a domestic business entity and a foreign business entity.
181.1100(1j)
(1j) “Constituent entity" means a merging entity or a surviving entity in a merger.
181.1100(1o)
(1o) “Converted entity" means the converting entity as it continues in existence after a conversion.
181.1100(1q)
(1q) “Converting entity" means an entity that engages in a conversion.
181.1100(1s)
(1s) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.
181.1100(1u)
(1u) “Domesticating entity" means either a non-United States entity or a Wisconsin corporation that engages in a domestication.
181.1100(2)
(2) “Domestic business entity" means a corporation, as defined in s.
180.0103 (5), a limited liability company, as defined in s.
183.0102 (8), a foreign partnership, as defined in s.
178.0102 (6), a partnership, as defined in s.
178.0102 (11), a limited partnership, as defined in s.
179.0102 (12), or a corporation, as defined in s.
181.0103 (5).
181.1100(4)(b)
(b) A membership in a nonprofit or nonstock corporation.
181.1100(4)(e)
(e) A membership interest in a limited liability company.
181.1100(4)(f)
(f) A membership interest or stock in a general cooperative association.
181.1100(4)(g)
(g) A membership interest in a limited cooperative association.
181.1100(4)(i)
(i) A beneficial interest in a statutory trust, business trust, or common-law business trust.
181.1100(4)(j)
(j) A comparable interest in any other type of unincorporated entity.
181.1100(6)
(6) “Interest holder" means any of the following:
181.1100(6)(g)
(g) A member or stockholder of a general cooperative association.
181.1100(6)(j)
(j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.
181.1100(7)
(7) “Interest holder liability" means any of the following:
181.1100(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:
181.1100(7)(a)1.
1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.
181.1100(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.
181.1100(7)(b)
(b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.
181.1100(9)
(9) “Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.
181.1100(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.
181.1100(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:
181.1100(11)(a)
(a) For a domestic or foreign corporation, whether or not for profit or stock or nonstock, its articles of incorporation and bylaws.
181.1100(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.
181.1100(11)(c)
(c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.
181.1100(11)(d)
(d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.
181.1100(11)(e)
(e) For a business trust, its agreement of trust and declaration of trust.
181.1100(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.
181.1100(13)
(13) “Surviving entity" means the entity that continues in existence after or is created by a merger.
181.1100(14)
(14) “Type of entity" means a generic form of entity that is any of the following:
181.11001
181.11001
Relationship of subchapter to other laws. 181.11001(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.
181.11001(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.
181.11001 History
History: 2021 a. 258.
181.11002(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.
181.11002(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.
181.11002(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.
181.11002 History
History: 2021 a. 258.
181.11003
181.11003
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.
181.11003 History
History: 2021 a. 258.
181.11004
181.11004
Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.
181.11004 History
History: 2021 a. 258.
181.1101(1)(1)
One or more domestic corporations may merge with or into one or more other constituent entities pursuant to ss.
181.1101 to
181.11055 and a plan of merger if the plan of merger is approved as provided in s.
181.1103 and if the merger is permitted under the governing law of each other constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.
