180.1001(1)(1) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted to be included in the articles of incorporation or to delete a provision that is not required to be included in the articles of incorporation. Whether a provision is required or permitted to be included in the articles of incorporation is determined as of the effective date of the amendment.

180.1001(2)(2) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, including provisions relating to management, voting, control, capital structure, dividend entitlement or purpose or duration of the corporation.

180.1002180.1002 Amendment of articles of incorporation by board of directors. Unless the articles of incorporation provide otherwise, the corporation’s board of directors may adopt one or more amendments to the corporation’s articles of incorporation without shareholder action:

180.1002(1)(1) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.

180.1002(2)(2) To delete the names and addresses of the initial directors.

180.1002(3)(3) To delete the names and addresses of the incorporators.

180.1002(4)(4) To delete the name and address of a former registered agent or registered office, if a statement of change is on file with the department.

180.1002(5)(5) To change the registered agent or the registered office.

180.1002(6)(6) To change each share, whether issued or unissued, of an outstanding class into a greater number of whole shares if the corporation has only shares of that class outstanding or the aggregate preferences and relative rights of that class are not increased to the prejudice of the outstanding shares of any other class.

180.1002(7)(7) To change the corporate name by substituting the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.”, or words or abbreviations of similar meaning in another language, for a similar word or abbreviation in the name or by adding, deleting or changing a geographical attribution for the name.

180.1002(7m)(7m) In the case of an investment company, to change the corporate name, if the investment company notifies shareholders of the change in corporate name not less than 30 days before the effective date of the change.

180.1002(8)(8) If the articles of incorporation so provide, to make a change permitted by s. 180.0602.

180.1002(8m)(8m) In the case of an investment company, to declare an indefinite number of authorized shares.

180.1002(8n)(8n) In the case of a company that is registered, or is organized for the purpose of registering, as a management investment company under 15 USC 80a-1 to 80a-64, to state that the corporation is registered or is organized for the purposes of registering as a management investment company under 15 USC 80a-1 to 80a-64.

180.1002(9)(9) To make any other change expressly permitted by this chapter to be made without shareholder action.

180.1003180.1003 Amendment of articles of incorporation by board of directors and shareholders.

180.1003(1)(a)(a) The corporation’s board of directors may propose one or more amendments to the articles of incorporation for submission to shareholders.

180.1003(1)(b)(b) The board of directors may condition its submission of the proposed amendment on any basis.

180.1003(2)(a)(a) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with s. 180.0705, except as provided in par. (b).

180.1003(2)(b)(b) The notice shall state that the purpose, or one of the purposes, of the meeting is to consider and to act upon the proposed amendment and shall contain or be accompanied by a copy or summary of the amendment.

180.1003(3)(3) Unless this chapter, the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or, acting under sub. (1) (b), the board of directors requires a greater vote or a vote by voting groups, the amendment is adopted if approved by all of the following:

180.1003(3)(a)(a) A majority of the votes entitled to be cast on the amendment by each voting group with respect to which the amendment would create dissenters’ rights under s. 180.1302.

180.1003(3)(b)(b) The votes required by ss. 180.0725 and 180.0726 by every other voting group entitled to vote on the amendment.