180.0601(4)(b)
(b) Provisions for the redemption or conversion of the shares under any of the following terms specified by articles of incorporation:
180.0601(4)(b)1.
1. At the option of the corporation, the shareholder or another person, or upon the occurrence of a designated event.
180.0601(4)(b)3.
3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.
180.0601(4)(c)
(c) Provisions entitling the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.
180.0601(4)(d)
(d) Preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the corporation.
180.0601 History
History: 1989 a. 303;
1995 a. 271.
180.0602
180.0602
Terms of class or series determined by board of directors. 180.0602(1)(1) To the extent provided in the articles of incorporation, the board of directors may, within the limits under
s. 180.0601, do any of the following:
180.0602(1)(a)
(a) Determine with respect to any class of shares the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that class.
180.0602(1)(b)
(b) Create one or more series within a class, and, with respect to any series, determine the number of shares of the series, the distinguishing designation and the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that series, except that an investment company may prescribe that each series has an indefinite number of authorized shares.
180.0602(1)(c)
(c) In the case of an investment company, change the distinguishing designation of a class or series of shares, whether or not shares of the class are issued and outstanding, if the change does not affect the preferences, limitations and relative rights, in whole or in part, of the class or series.
180.0602(2)
(2) Before issuing any shares of a class or series under
sub. (1), the corporation shall deliver to the department for filing articles of amendment, which are effective without shareholder action, that include all of the following information:
180.0602(2)(b)
(b) The text of the amendment determining the terms of the class or series of shares.
180.0602(2)(c)
(c) The number of shares of the class or series of shares created, except that an investment company may prescribe that each class and each series have an indefinite number of authorized shares.
180.0602(2)(d)
(d) A statement that none of the shares of the class or series has been issued, except that this statement is not required if the only amendment to the articles of incorporation is made pursuant to
sub. (1) (c).
180.0602(2)(f)
(f) A statement that the amendment was adopted by the board of directors and that shareholder action was not required.
180.0602(3)(a)(a) After the articles of amendment are filed under
sub. (2) and before the corporation issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke the distinguishing designation of the class or series and the preferences, limitations, or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose and filing with the department revised articles of amendment that comply with
sub. (2). Except as provided in
par. (b), a distinguishing designation, preference, limitation, or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the distinguishing designation, preference, limitation, or relative right, except by amendment of the articles of incorporation under
s. 180.1003.
180.0602(3)(b)1.1. Except as otherwise provided in this subdivision, after the articles of amendment are filed under
sub. (2), the board of directors may decrease the number of shares of the class or series that is the subject of the articles of amendment by adopting another resolution appropriate for that purpose. The shares specified in the resolution shall resume the status applicable to them immediately before their inclusion in the class or series. The board of directors may not decrease the number of shares under this subdivision below the number of such shares that are outstanding.
180.0602(3)(b)2.
2. After the articles of amendment are filed under
sub. (2), if no shares of the class or series that is the subject of the articles of amendment are outstanding, the board of directors may eliminate from the articles of incorporation all matters set forth in the articles of amendment with respect to that class or series by adopting another resolution for that purpose. The board of directors shall prepare a certificate setting forth the content of any resolution under this subdivision, stating that none of the authorized shares of the class or series are outstanding, and stating that no such shares will be issued under the articles of amendment and shall deliver the signed certificate to the department for filing. A resolution under this subdivision takes effect upon receipt of the certificate by the department and has the effect of eliminating from the articles of incorporation all matters set forth in the articles of amendment with respect to the applicable class or series.
180.0602(3)(b)3.
3. Except as otherwise provided in this subdivision, after the articles of amendment are filed under
sub. (2), the board of directors may increase the number of shares of the class or series that is the subject of the articles of amendment by adopting another resolution appropriate for that purpose. The board of directors may not increase the number of shares under this subdivision to be greater than the total number of authorized shares of the class or series as specified in the articles of incorporation.
180.0603
180.0603
Issued and outstanding shares. 180.0603(1)
(1) A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. If an investment company has authorized an indefinite number of shares, there is no limit on the number of shares that the investment company may issue. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.
180.0603(2)
(2) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of
sub. (3) and to
s. 180.0640.