Chapter 180

180.1001 180.1001 Authority to amend articles of incorporation.

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.

180.1001 History History: 1989 a. 303.

180.1002 180.1002 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.

180.1002 History History: 1989 a. 303; 1995 a. 27, 271.

180.1003 180.1003 Amendment of articles of incorporation by board of directors and shareholders.

180.1003(1) (1) 

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) (2) 

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.

180.1003 History History: 1989 a. 303; 1991 a. 16.

180.1004 180.1004 Voting on amendments by voting groups.

180.1004(1) (1) Except as provided in s. 180.1707, if shareholder approval of an amendment to the articles of incorporation is required by this chapter, the holders of the outstanding shares of a class of shares may vote as a separate voting group on the proposed amendment if the amendment would do any of the following:

180.1004(1)(a) (a) Increase the aggregate number of authorized shares of the class, except as provided in sub. (2).

180.1004(1)(b) (b) Decrease the aggregate number of authorized shares of the class, except a decrease of the number of authorized but unissued shares of the class.

180.1004(1)(c) (c) Effect an exchange or reclassification of all or part of the shares of the class into shares of another class.

180.1004(1)(d) (d) Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class.

180.1004(1)(e) (e) Change, in a manner prejudicial to the holders of the outstanding shares of the class, the designation, rights, preferences or limitations of all or part of the shares of the class.

180.1004(1)(f) (f) Change the shares of all or part of the class into a different number of shares of the same class.

180.1004(1)(g) (g) Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class.

180.1004(1)(h) (h) Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class.

180.1004(1)(i) (i) Increase the voting rights of any class of shares or create a new class of shares having voting rights, to the prejudice of the voting rights of the class, if any.

180.1004(1)(j) (j) Limit or deny an existing preemptive right of all or part of the shares of the class.

180.1004(1)(k) (k) Cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the class.

180.1004(1)(L) (L) Authorize the issuance of shares of the class as a share dividend in respect to shares of another class.

180.1004(2) (2) The articles of incorporation may permit the adoption of an amendment increasing the aggregate number of authorized shares of a class without the approval of the class as a separate voting group, except that if any shares of the class are outstanding the articles of incorporation may not be amended to include such permission without the approval of the class as a separate voting group.

180.1004(3) (3) If a proposed amendment to the articles of incorporation would affect a series of a class of shares in one or more ways described in sub. (1), the shares of that series may vote as a separate voting group on the proposed amendment.

180.1004(4) (4) If a proposed amendment to the articles of incorporation that entitles 2 or more series of shares to vote as separate voting groups under this section would affect those 2 or more series in the same or a substantially similar way, the shares of all the series so affected shall vote together as a single voting group on the proposed amendment.

180.1004(5) (5) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.

180.1004 History History: 1989 a. 303.

180.1005 180.1005 Amendment before issuance of shares. If a corporation has not yet issued shares, its incorporators or board of directors may adopt one or more amendments to the corporation’s articles of incorporation. Unless the amendment has been approved by the affirmative vote or the written consent of not less than two-thirds of the shares subscribed for, any subscriber or shareholder who has not voted in favor of or consented to the amendment is released from his or her subscription and is entitled to repayment of any consideration paid for his or her shares upon application to the corporation within 10 days after notice, under s. 180.0141, of the amendment.

180.1005 History History: 1989 a. 303.

180.1006 180.1006 Articles of amendment. A corporation amending its articles of incorporation shall deliver to the department for filing articles of amendment that include all of the following information:

180.1006(1) (1) The name of the corporation.

180.1006(2) (2) The text of each amendment adopted.

180.1006(3) (3) If an amendment provides for an exchange, reclassification or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself.

180.1006(4) (4) The date on which each amendment was adopted.

180.1006(5) (5) A statement that the amendment was adopted in accordance with s. 180.1002, 180.1003 or 180.1005, whichever is the case.

180.1006 History History: 1989 a. 303; 1995 a. 27.

180.1007 180.1007 Restated articles of incorporation.

180.1007(1) (1) A corporation’s board of directors or, if the corporation has not yet issued shares, the incorporators may restate the articles of incorporation at any time and without shareholder approval, unless shareholder approval is required under sub. (3).

180.1007(2) (2) The restatement shall consist of the articles of incorporation as amended to date and shall contain a statement that they supersede and take the place of the existing articles of incorporation and any amendments to the articles of incorporation.

180.1007(3) (3) 

180.1007(3)(a) (a) In addition to the contents described in sub. (2), the restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment, the restatement shall be adopted in the manner provided under s. 180.1002, under ss. 180.1003 and 180.1004 or under s. 180.1005, whichever is applicable, except as provided in par. (b).

180.1007(3)(b) (b) Notwithstanding s. 180.1003 (2) (b), if shareholder approval is required, the notice under s. 180.1003 (2) (a) of the proposed shareholders’ meeting shall state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and shall contain or be accompanied by a copy of the restatement that identifies any amendment or other change that it would make in the articles of incorporation.

180.1007(4) (4) A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement that include the name of the corporation and the text of the restated articles of incorporation together with a certificate including the following information:

180.1007(4)(a) (a) A statement indicating whether the restatement contains an amendment to the articles of incorporation requiring shareholder approval and, if it does not, that the board of directors or the incorporators adopted the restatement.

180.1007(4)(b) (b) If the restatement contains an amendment to the articles of incorporation requiring shareholder approval, the information required by s. 180.1006 (1) to (5).

180.1007(5) (5) The restated articles of incorporation supersede the original articles of incorporation, any restated articles of incorporation previously adopted and all amendments to the original and any restated articles of incorporation.

180.1007 History History: 1989 a. 303; 1995 a. 27.

180.1008 180.1008 Amendment pursuant to reorganization.

180.1008(1) (1) Except as provided in sub. (4), a corporation’s articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court having jurisdiction under federal statute.

180.1008(2) (2) The persons designated by the court shall deliver to the department for filing articles of amendment that include all of the following information:

180.1008(2)(a) (a) The name of the corporation.

180.1008(2)(b) (b) The text of each amendment approved by the court.

180.1008(2)(c) (c) The date of the court’s order or decree approving the articles of amendment.

180.1008(2)(d) (d) The title of the reorganization proceeding in which the order or decree was entered.

180.1008(2)(e) (e) A statement that the court had jurisdiction of the proceeding under federal statute.

180.1008(3) (3) Notwithstanding s. 180.1302, shareholders of a corporation undergoing reorganization do not have dissenters’ rights except as and to the extent provided in the reorganization plan.

180.1008(4) (4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

180.1008 History History: 1989 a. 303; 1995 a. 27.

180.1009 180.1009 Effect of amendment.

180.1009(1) (1) An amendment to a corporation’s articles of incorporation, including a restatement of its articles of incorporation under s. 180.1007 that includes an amendment to its articles of incorporation, does not affect any of the following:

180.1009(1)(a) (a) A cause of action existing against or in favor of the corporation.

180.1009(1)(b) (b) A civil, criminal, administrative or investigatory proceeding to which the corporation is a party.

180.1009(1)(c) (c) The existing rights of persons other than shareholders of the corporation.

180.1009(2) (2) An amendment, or a restatement including an amendment, changing a corporation’s name does not abate a civil, criminal, administrative or investigatory proceeding brought by or against the corporation in its former name.

180.1009 History History: 1989 a. 303.

180.1020 180.1020 Amendment of bylaws by board of directors or shareholders.

180.1020(1) (1) A corporation’s board of directors may amend or repeal the corporation’s bylaws or adopt new bylaws except to the extent that any of the following applies:

180.1020(1)(a) (a) The articles of incorporation, s. 180.1021 (2) or 180.1022 (1) (a) or any other provision of this chapter reserve that power exclusively to the shareholders.