Chapter 180

180.0854(2)(a) (a) That the director or officer is entitled to indemnification under s. 180.0851 (1) or (2). If the court also determines that the corporation unreasonably refused the director’s or officer’s request for indemnification, the court shall order the corporation to pay the director’s or officer’s reasonable expenses incurred to obtain the court-ordered indemnification.

180.0854(2)(b) (b) That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under s. 180.0851 (2).

180.0854 History History: 1989 a. 303.

180.0855 180.0855 Determination of right to indemnification. Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the director or officer and the corporation, the director or officer seeking indemnification under s. 180.0851 (2) shall select one of the following means for determining his or her right to indemnification:

180.0855(1) (1) By a majority vote of a quorum of the board of directors consisting of directors who are not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the board of directors and consisting solely of 2 or more directors who are not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.

180.0855(2) (2) By independent legal counsel selected by a quorum of the board of directors or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full board of directors, including directors who are parties to the same or related proceedings.

180.0855(3) (3) By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the 2 arbitrators previously selected.

180.0855(4) (4) By an affirmative vote of shares as provided in s. 180.0725. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.

180.0855(5) (5) By a court under s. 180.0854.

180.0855(6) (6) By any other method provided for in any additional right to indemnification permitted under s. 180.0858.

180.0855 History History: 1989 a. 303.

180.0856 180.0856 Indemnification and allowance of expenses of employees and agents.

180.0856(1) (1) A corporation shall indemnify an employee who is not a director or officer of the corporation, to the extent that he or she has been successful on the merits or otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the corporation.

180.0856(2) (2) In addition to the indemnification required by sub. (1), a corporation may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer of the corporation to the extent provided by the articles of incorporation or bylaws, by general or specific action of the board of directors or by contract.

180.0856 History History: 1989 a. 303; 1991 a. 16.

180.0857 180.0857 Insurance. A corporation may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the corporation against liability asserted against or incurred by the individual in his or her capacity as an employee, agent, director or officer or arising from his or her status as an employee, agent, director or officer, regardless of whether the corporation is required or authorized to indemnify or allow expenses to the individual against the same liability under ss. 180.0851, 180.0853, 180.0856 and 180.0858.

180.0857 History History: 1989 a. 303.

180.0858 180.0858 Additional rights to indemnification and allowance of expenses.

180.0858(1) (1) Except as provided in sub. (2), ss. 180.0851 and 180.0853 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:

180.0858(1)(a) (a) The articles of incorporation or bylaws.

180.0858(1)(b) (b) A written agreement between the director or officer and the corporation.

180.0858(1)(c) (c) A resolution of the board of directors.

180.0858(1)(d) (d) A resolution that is adopted, after notice, by a majority vote of all of the corporation’s voting shares then issued and outstanding.

180.0858(2) (2) Regardless of the existence of an additional right under sub. (1), the corporation may not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses unless it is determined by or on behalf of the corporation that the director or officer did not breach or fail to perform a duty that he or she owes to the corporation which constitutes conduct under s. 180.0851 (2) (a) 1., 2., 3. or 4. A director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.

180.0858(3) (3) Sections 180.0850 to 180.0859 do not affect a corporation’s power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances:

180.0858(3)(a) (a) As a witness in a proceeding to which he or she is not a party.

180.0858(3)(b) (b) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the corporation.

180.0858 History History: 1989 a. 303; 1991 a. 16.

180.0859 180.0859 Indemnification and insurance against securities law claims.

180.0859(1) (1) It is the public policy of this state to require or permit indemnification, allowance of expenses and insurance for any liability incurred in connection with a proceeding involving securities regulation described under sub. (2) to the extent required or permitted under ss. 180.0850 to 180.0858.

180.0859(2) (2) Sections 180.0850 to 180.0858 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 advisors.

180.0859 History History: 1989 a. 303.

180.0860 180.0860 Statements of changes in directors or principal.

180.0860(1) (1) Whenever initial directors and principal officers are selected, or changes are made in the directors or principal officers of a corporation, the corporation may file with the department a statement that includes the names and addresses of all the directors or principal officers, or both if there have been changes in both. The information in the statement shall be current as of the date on which the statement is signed on behalf of the corporation.

180.0860(2) (2) A director who resigns under s. 180.0807 or a principal officer who resigns under s. 180.0843 (1) may file a copy of the resignation notice with the department.

180.0860 History History: 1993 a. 323; 1995 a. 27.

subch. X of ch. 180 SUBCHAPTER X

AMENDMENT OF ARTICLES OF INCORPORATION
AND BYLAWS

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: