Chapter 180

180.0630(3) (3) Except as provided in sub. (5), the shareholders or holders of other securities of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares or other securities upon the decision of the board of directors to issue the shares or other securities, subject to the following conditions:

180.0630(3)(a) (a) Holders of shares or other securities with general voting rights have preemptive rights with respect to shares and other securities of any class with general voting rights.

180.0630(3)(b) (b) Holders of shares or other securities without preferential rights to distributions or assets have preemptive rights with respect to shares and other securities of any class without preferential rights to distributions or assets, except that holders of shares or other securities without general voting rights have no preemptive rights with respect to shares or other securities of any class with general voting rights.

180.0630(4) (4) A shareholder or holder of other security may waive his or her preemptive right. A written waiver is irrevocable even if it is not supported by consideration.

180.0630(5) (5) There is no preemptive right with respect to any of the following:

180.0630(5)(a) (a) Shares or other securities issued as compensation to directors, officers or employees of the corporation or its affiliates.

180.0630(5)(b) (b) Shares or other securities issued to satisfy conversion or option rights created to provide compensation to directors, officers or employees of the corporation or its affiliates.

180.0630(5)(c) (c) Shares or other securities authorized in articles of incorporation that are issued within 6 months from the effective date of incorporation.

180.0630(5)(d) (d) Shares or other securities sold for other than money or an obligation to pay money.

180.0630(5)(e) (e) Treasury shares.

180.0630(6) (6) If shares or other securities subject to preemptive rights are not acquired by shareholders or holders of other securities, the corporation may issue the shares or other securities to any person for one year after being offered to shareholders or holders of other securities, at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the preemptive rights of shareholders or holders of other securities.

180.0630(7) (7) The preemptive rights of shares of a preexisting class, as defined in s. 180.1701, are governed by s. 180.1705.

180.0630 History History: 1989 a. 303; 1991 a. 16.

180.0631 180.0631 Corporation’s acquisition of its own shares.

180.0631(1) (1) Treasury shares shall be considered issued shares but not outstanding shares.

180.0631(2) (2) A corporation may acquire its own shares and all shares so acquired after December 31, 1990, constitute treasury shares unless any of the following conditions exists:

180.0631(2)(a) (a) The articles of incorporation prohibit treasury shares or prohibit the reissuance of acquired shares.

180.0631(2)(b) (b) The board of directors, by resolution, cancels the acquired shares, in which event the shares are restored to the status of authorized but unissued shares.

180.0631(3) (3) 

180.0631(3)(a) (a) If the articles of incorporation prohibit treasury shares but do not prohibit the reissuance of acquired shares, all of its own shares acquired by the corporation shall be restored to the status of authorized but unissued shares.

180.0631(3)(b) (b) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the corporation, effective upon amendment of the articles of incorporation, except in the case of an investment company that has authorized an indefinite number of shares. The board of directors may adopt articles of amendment under this paragraph without shareholder action and deliver them to the department for filing. The articles shall include all of the following information:

180.0631(3)(b)1. 1. The name of the corporation.

180.0631(3)(b)2. 2. The reduction in the number of authorized shares, itemized by class and series.

180.0631(3)(b)3. 3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

180.0631(3)(b)4. 4. A statement that the amendment was adopted by the board of directors and that shareholder action was not required.

180.0631(4) (4) Sections 180.0621 to 180.0628, as they apply to the issuance of shares, apply to the issuance of treasury shares.

180.0631(5) (5) Treasury shares existing on December 31, 1990, remain treasury shares until disposed of, canceled or restored to the status of authorized but unissued shares by action of the board of directors or shareholders.

180.0631 History History: 1989 a. 303; 1991 a. 16; 1995 a. 27, 271.

180.0640 180.0640 Distributions to shareholders.

180.0640(1) (1) The board of directors may authorize and the corporation may make distributions to its shareholders, subject to sub. (3) and any restriction by the articles of incorporation.

180.0640(2) (2) The record date for determining shareholders entitled to a distribution, other than a distribution involving a purchase, redemption or other acquisition of the corporation’s shares, is the date on which the board of directors authorizes the distribution, unless the board of directors fixes a different record date.

180.0640(3) (3) No distribution may be made if, after giving it effect, any of the following would occur:

180.0640(3)(a) (a) The corporation would not be able to pay its debts as they become due in the usual course of business.

180.0640(3)(b) (b) The corporation’s total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

180.0640(4) (4) The board of directors may base a determination that sub. (3) does not prohibit a distribution on financial statements and other financial data prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.

180.0640(5) (5) Except as provided in sub. (7), the effect of a distribution for purposes of sub. (3) is measured as of the following dates:

180.0640(5)(a) (a) In the case of distribution by purchase, redemption or other acquisition of the corporation’s shares, as of the earlier of the following:

180.0640(5)(a)1. 1. The date on which money or other property is transferred or debt is incurred by the corporation.

180.0640(5)(a)2. 2. The date on which the shareholder ceases to be a shareholder with respect to the acquired shares.

180.0640(5)(b) (b) In the case of any other distribution of indebtedness, as of the date on which the indebtedness is distributed.

180.0640(5)(c) (c) In all other cases, as of the following:

180.0640(5)(c)1. 1. The date on which the distribution is authorized if the payment occurs within 120 days after the date of authorization.

180.0640(5)(c)2. 2. The date on which the payment is made if payment occurs more than 120 days after the date of authorization.

180.0640(6) (6) A corporation’s indebtedness to a shareholder incurred because of a distribution made in accordance with this section is at parity with the corporation’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. This subsection does not affect the validity or priority of a security interest in corporation property created to secure indebtedness incurred because of a distribution.

180.0640(7) (7) Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under sub. (3) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date on which the payment is actually made.

180.0640 History History: 1989 a. 303; 1995 a. 400.

subch. VII of ch. 180 SUBCHAPTER VII

SHAREHOLDERS

180.0701 180.0701 Annual meeting.

180.0701(1) (1) Except as provided in sub. (4), a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.

180.0701(2) (2) 

180.0701(2)(a) (a) Subject to par. (b), a corporation may hold the annual shareholders’ meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. Subject to par. (b), if no place is stated in or fixed in accordance with the bylaws, the corporation shall hold the annual meeting at its principal office.

180.0701(2)(b) (b) A corporation’s bylaws may authorize the board of directors, in its sole discretion, to determine that the annual shareholders’ meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized under s. 180.0709.

180.0701(3) (3) Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.

180.0701(4) (4) If so provided in the articles of incorporation or bylaws of an investment company, the investment company is not required to hold an annual meeting of shareholders in any year in which none of the following matters is required to be acted on by the shareholders under 15 USC 80a-1 to 80a-64:

180.0701(4)(a) (a) Election of directors.

180.0701(4)(b) (b) Approval of the investment advisory agreement.

180.0701(4)(c) (c) Ratification of the selection of independent certified public accountants licensed or certified under ch. 442.

180.0701(4)(d) (d) Approval of a distribution agreement.

180.0701 History History: 1989 a. 303; 1995 a. 271; 2001 a. 16; 2017 a. 79.

180.0702 180.0702 Special meeting.

180.0702(1) (1) A corporation shall hold a special meeting of shareholders if any of the following occurs:

180.0702(1)(a) (a) A special meeting is called by the board of directors or any person authorized by the articles of incorporation or bylaws to call a special meeting.

180.0702(1)(b) (b) The holders of at least 10 percent of all the votes entitled to be cast on any issue proposed to be considered at the proposed special meeting sign, date and deliver to the corporation one or more written demands for the meeting describing one or more purposes for which it is to be held.

180.0702(2) (2) If not otherwise fixed under s. 180.0703 (2) (b) or 180.0707, the record date for determining shareholders entitled to demand a special meeting is the date that the first shareholder signs the demand.

180.0702(3) (3) 

180.0702(3)(a) (a) Subject to par. (b), a corporation may hold a special shareholders’ meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. Subject to par. (b), if no place is stated in or fixed in accordance with the bylaws, the corporation shall hold a special meeting at its principal office.

180.0702(3)(b) (b) A corporation’s bylaws may authorize the board of directors, in its sole discretion, to determine that a special shareholders’ meeting shall not be held at any place, but may instead be held solely by means of remote communication as authorized under s. 180.0709.

180.0702(4) (4) Only business within the purpose described in the meeting notice required by s. 180.0705 (2) (b) may be conducted at a special shareholders’ meeting.

180.0702 History History: 1989 a. 303; 2017 a. 79.

180.0703 180.0703 Court-ordered meeting.

180.0703(1) (1) The circuit court for the county where a corporation’s principal office or, if none in this state, its registered office is located may, after notice to the corporation and an opportunity to be heard, order a meeting to be held on petition of a shareholder of the corporation who satisfies any of the following:

180.0703(1)(a) (a) Is entitled to participate in an annual meeting, if an annual meeting was not held within the earlier of 6 months after the end of the corporation’s fiscal year or 15 months after its last annual meeting and the corporation is required to hold an annual meeting under s. 180.0701 (1).

180.0703(1)(b) (b) Signed a demand for a special meeting valid under s. 180.0702, if the corporation failed to do any of the following:

180.0703(1)(b)1. 1. Give notice of the special meeting within 30 days after the date that the demand was delivered to the corporation.

180.0703(1)(b)2. 2. Hold the special meeting in accordance with the notice.

180.0703(2) (2) The court may fix the time and place of the meeting or determine that the meeting shall be held solely by means of remote communication as authorized under s. 180.0709 and require that the meeting be called and conducted in accordance with the corporation’s articles of incorporation and bylaws in so far as possible, except that the court may do all of the following:

180.0703(2)(a) (a) Fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters.

180.0703(2)(b) (b) Enter other orders necessary to accomplish the purpose of the meeting.

180.0703 History History: 1989 a. 303; 2017 a. 79.

180.0704 180.0704 Action without meeting.

180.0704(1) (1) Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting in any of the following ways:

180.0704(1)(a) (a) Without action by the board of directors, by all shareholders entitled to vote on the action.

180.0704(1)(b) (b) If the articles of incorporation so provide, by shareholders who would be entitled to vote at a meeting those shares with voting power to cast not less than the minimum number or, in the case of voting by voting groups, numbers of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted, except action may not be taken under this paragraph with respect to an election of directors for which shareholders may vote cumulatively under s. 180.0728.

180.0704(2) (2) Action under sub. (1) must be evidenced by one or more written consents describing the action taken, signed by the number of shareholders necessary to take the action under sub. (1) (a) or (b) and delivered to the corporation for inclusion in the corporate records.

180.0704(3) (3) Action taken under sub. (1) is effective when consents representing the required number of shares are delivered to the corporation, unless the consent specifies a different effective date. Within 10 days after action taken under sub. (1) (b) is effective, the corporation shall give notice of the action to shareholders who, on the record date determined under sub. (4), were entitled to vote on the action but whose shares were not represented on the written consent. The notice shall comply with s. 180.0141.

180.0704(4) (4) If not otherwise fixed under s. 180.0703 (2) (b) or 180.0707, the record date for determining shareholders entitled to take action without a meeting is the date that the first shareholder signs the consent under sub. (1).

180.0704(5) (5) A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

180.0704(6) (6) If this chapter requires that notice of proposed action be given to shareholders who are not entitled to vote on the action and the action is to be taken under this section, the corporation shall give those nonvoting shareholders written notice of the proposed action at least 10 days before the action becomes effective. The notice shall comply with s. 180.0141 and shall contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.