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(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)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)(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(8)
(8) Revocation of certificate of authority. 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.