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 HistoryHistory: 1997 a. 79.
181.1030181.1030Approval 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 HistoryHistory: 1997 a. 79.
subch. XI of ch. 181SUBCHAPTER XI
MERGER, INTEREST EXCHANGE,
CONVERSION, AND DOMESTICATION
181.1100181.1100Definitions. 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(1m)(1m)“Conversion” means a transaction authorized by ss. 181.1161 to 181.1165.
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(1w)(1w)“Domestication” means a transaction authorized by ss. 181.1171 to 181.1175.
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(3)(3)“Foreign business entity” means a foreign limited liability company, as defined in s. 183.0102 (5), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.0102 (6), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).
181.1100(4)(4)“Interest” means any of the following:
181.1100(4)(a)(a) A share in a business corporation.
181.1100(4)(b)(b) A membership in a nonprofit or nonstock corporation.
181.1100(4)(c)(c) A partnership interest in a general partnership.
181.1100(4)(d)(d) A partnership interest in a limited partnership.
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.