180.1707(2)(b) (b) Whenever an amendment described in par. (a) shall affect the holders of shares of one or more but not all of the series of any preferred or special class of shares of a preexisting class that are at the time outstanding, the holders of the outstanding shares of the series affected thereby shall for the purposes of this section be considered a separate class and entitled to vote as a class on such amendment.
180.1707(3) (3) Shares of a preexisting class subject to this subsection may vote as a class on a plan of merger if the plan of merger contains any provision which, if contained in a proposed amendment to the articles of incorporation, would entitle the shares of a preexisting class to vote as a class.
180.1707 History History: 1989 a. 303; 1991 a. 16.
180.1708 180.1708 Applicability of various provisions.
180.1708(1) (1)Filing duty; appeal. Sections 180.0125 and 180.0126 apply to a document delivered to the department for filing on or after January 1, 1991.
180.1708(2) (2)Distributions to shareholders. Section 180.0640 applies to a distribution authorized by the board of directors on or after January 1, 1991.
180.1708(3) (3)Special shareholders' meeting. Section 180.0702 (1) (b) and (2) applies to a demand for a special meeting of shareholders that is delivered to the corporation on or after January 1, 1991.
180.1708(3m) (3m)Derivative proceedings. Sections 180.0741 to 180.0747 apply to a derivative proceeding, as defined in s. 180.0740 (2), that is commenced on or after January 1, 1991.
180.1708(4) (4)Amendment or restatement.
180.1708(4)(a)(a) Sections 180.1003, 180.1004 and 180.1007 (3) apply to an amendment to or restatement of the articles of incorporation requiring shareholder approval about which notice of a shareholders' meeting is delivered on or after January 1, 1991.
180.1708(4)(b) (b) Sections 180.1006 and 180.1007 (4) apply to articles of amendment or restatement for any of the following:
180.1708(4)(b)1. 1. An amendment or restatement adopted by the board of directors or incorporators on or after January 1, 1991.
180.1708(4)(b)2. 2. An amendment or restatement requiring shareholder approval about which a notice of a shareholders' meeting is delivered on or after January 1, 1991.
180.1708(5) (5)Mergers. Sections 180.1101 and 180.1103 to 180.1107 apply to a merger, and ss. 180.1301 to 180.1331 apply to dissenters' rights arising from a merger, for which a plan of merger is approved by the board of directors on or after January 1, 1991.
180.1708(6) (6)Sale of assets. Section 180.1202 applies to a sale, lease, exchange or other disposition of property requiring shareholder approval, and ss. 180.1301 to 180.1331 apply to dissenters' rights arising from a sale, lease, exchange or other disposition of property requiring shareholder approval, that is approved by the board of directors on or after January 1, 1991.
180.1708(7) (7)Dissolution.
180.1708(7)(a)(a) Sections 180.1401 to 180.1404 apply to a dissolution authorized as follows:
180.1708(7)(a)1. 1. By the incorporators or board of directors under s. 180.1401 on or after January 1, 1991.
180.1708(7)(a)2. 2. By the shareholders, if the corporation delivers notice of the shareholders' meeting under s. 180.1402 (2) on or after January 1, 1991.
180.1708(7)(b) (b) Sections 180.1420, 180.1421 and 180.1423 apply to an administrative dissolution based on grounds arising under s. 180.1420 on or after January 1, 1991.
180.1708(7)(bm) (bm) Sections 180.1422 and 180.1423 apply to an administrative dissolution before, on or after January 1, 1991.
180.1708(7)(c) (c) Sections 180.1430 to 180.1433 apply to a judicial dissolution based on a cause of action arising under s. 180.1430 on or after January 1, 1991.
180.1708(8) (8)Revocation of certificate of authority.
180.1708(8)(a)(a) Except as provided in par. (b), ss. 180.1530 (1), 180.1531 and 180.1532 apply to an administrative revocation based on grounds arising under s. 180.1530 (1) on or after January 1, 1991.
180.1708(8)(b) (b) Sections 180.1530 (2) and 180.1531 (2) (b) and (3) to (5) apply to a judicial revocation under s. 946.87 of which the department is notified under s. 180.1530 (2) on or after January 1, 1991. Section 180.1531 (2) (c) applies to a revocation based on grounds arising before, on or after January 1, 1991.
180.1708 History History: 1989 a. 303, 359; 1991 a. 173, 269; 1995 a. 27; 1997 a. 27.
180.1709 180.1709 Reorganization as ch. 181 corporation. Any domestic corporation with capital stock but not organized for profit, that was formed before July 1, 1953, may elect to become subject to ch. 181 by adopting restated articles of incorporation that conform with ch. 181, by the affirmative vote of the holders of two-thirds of all outstanding shares and of each class or series of outstanding shares. The domestic corporation shall file and record the restated articles of incorporation and, upon such filing, the domestic corporation shall be subject to ch. 181 and shall cease to be subject to this chapter. The shareholders shall be entitled to the same notice of the proposed action and shall have the same rights to object and to receive the fair value of their shares, as are provided in ss. 180.1301 to 180.1331 in respect to a sale of all assets, unless such receipt is inconsistent with the domestic corporation's articles of incorporation that were in effect before the restatement.
180.1709 History History: 1989 a. 303.
subch. XVIII of ch. 180 SUBCHAPTER XVIII