181.0889(2) (2) Scope of securities regulation. Sections 181.0871 to 181.0883 apply, to the extent applicable to any other proceeding, to any proceeding involving a federal or state statute, rule or regulation regulating the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisers.

181.0889 History History: 1997 a. 79.

subch. IX of ch. 181 SUBCHAPTER IX

[RESERVED]

subch. X of ch. 181 SUBCHAPTER X

AMENDMENT OF ARTICLES OF
INCORPORATION AND BYLAWS

181.1001 181.1001  Authority to amend articles of incorporation. 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 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.

181.1001 History History: 1997 a. 79.

181.1002 181.1002  Amendment of articles of incorporation by directors.

181.1002(1) (1)  Corporations with voting rights. Unless the articles of incorporation provide otherwise, a corporation's board may adopt any of the following amendments to the corporation's articles of incorporation, without the approval of members with voting rights:

181.1002(1)(a) (a) To extend the duration of the corporation if it was incorporated at a time when limited duration was required by law.

181.1002(1)(b) (b) To delete the names and addresses of the initial directors.

181.1002(1)(c) (c) To delete the names and addresses of the incorporators.

181.1002(1)(d) (d) 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.

181.1002(1)(e) (e) To change the registered agent or the registered office.

181.1002(1)(f) (f) 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 to the name.

181.1002(1)(g) (g) To make any other change expressly permitted by this chapter to be made without member approval.

181.1002(2) (2) Corporations with no voting members. If a corporation has no members with voting rights, its incorporators, until directors have been chosen, and thereafter its board, may adopt amendments to the corporation's articles of incorporation subject to any approval required under s. 181.1030. The corporation shall provide notice of any meeting at which an amendment is to be voted upon. The notice shall be in accordance with s. 181.0822 (3). The notice must also state that the purpose, or one of the purposes, of the meeting is to consider a proposed amendment to the articles of incorporation and contain or be accompanied by a copy or summary of the amendment or state the general nature of the amendment. The amendment must be approved by a majority of the directors in office at the time that the amendment is adopted.

181.1002 History History: 1997 a. 79.

181.1003 181.1003  Amendment of articles of incorporation by directors and members.

181.1003(1) (1)  In general. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, an amendment to a corporation's articles of incorporation to be adopted must be approved by all of the following:

181.1003(1)(b) (b) Except as provided in s. 181.1002 (1), the members by two-thirds of the votes cast or a majority of the voting power, whichever is less.

181.1003(1)(c) (c) A person, in writing, whose approval is required by a provision of the articles of incorporation authorized under s. 181.1030.

181.1003(2) (2) Notice requirements. If the board or the members seek to have the amendment approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in writing in accordance with s. 181.0705. 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.

181.1003(3) (3) Written consents or ballot. If the board or the members seek to have the amendment approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of the amendment.

181.1003 History History: 1997 a. 79.

181.1004 181.1004  Class voting by members on amendments to articles of incorporation.

181.1004(1) (1)  When class entitled to vote. The members of a class in a corporation are entitled to vote as a class on a proposed amendment to the articles of incorporation if the amendment does any of the following:

181.1004(1)(a) (a) Affects the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer of memberships in a manner different than such amendment would affect another class.