Chapter 180

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.

180.1020(1)(b) (b) The shareholders in adopting, amending or repealing a particular bylaw provide within the bylaws that the board of directors may not amend, repeal or readopt that bylaw.

180.1020(2) (2) A corporation’s shareholders may amend or repeal the corporation’s bylaws or adopt new bylaws even though the board of directors may also amend or repeal the corporation’s bylaws or adopt new bylaws.

180.1020 History History: 1989 a. 303.

180.1021 180.1021 Bylaw fixing quorum or voting requirements for shareholders.

180.1021(1) (1) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.

180.1021(2) (2) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders under sub. (1) may not be adopted, amended or repealed by the board of directors.

180.1021 History History: 1989 a. 303.

180.1022 180.1022 Bylaw fixing quorum or voting requirements for directors.

180.1022(1) (1) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows:

180.1022(1)(a) (a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw provides otherwise under sub. (2).

180.1022(1)(b) (b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.

180.1022(2) (2) A bylaw adopted or amended by the shareholders that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.

180.1022(3) (3) Action by the board of directors to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified under sub. (2).

180.1022 History History: 1989 a. 303.

subch. XI of ch. 180 SUBCHAPTER XI

MERGER, INTEREST EXCHANGE,
CONVERSION, AND DOMESTICATION

180.1100 180.1100 Definitions. In this subchapter:

180.1100(1c) (1c) “Acquired entity” means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

180.1100(1e) (1e) “Acquiring entity” means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

180.1100(1g) (1g) “Business entity” means a domestic business entity and a foreign business entity.

180.1100(1j) (1j) “Constituent entity” means a merging entity or a surviving entity in a merger.

180.1100(1m) (1m) “Conversion” means a transaction authorized by s. 180.1161.

180.1100(1o) (1o) “Converted entity” means the converting entity as it continues in existence after a conversion.

180.1100(1q) (1q) “Converting entity” means an entity that engages in a conversion.

180.1100(1s) (1s) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.

180.1100(1u) (1u) “Domesticating entity” means either a non-United States entity or a Wisconsin corporation that engages in a domestication.

180.1100(1w) (1w) “Domestication” means a transaction authorized by ss. 180.1171 to 180.1175.

180.1100(2) (2) “Domestic business entity” means a corporation, a limited liability company, as defined in s. 183.0102 (8), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.0102 (12), or a corporation, as defined in s. 181.0103 (5).

180.1100(3) (3) “Foreign business entity” means a foreign limited liability company, as defined in s. 183.0102 (5), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.0102 (6), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

180.1100(4) (4) “Interest” means any of the following:

180.1100(4)(a) (a) A share in a business corporation.

180.1100(4)(b) (b) A membership in a nonprofit or nonstock corporation.

180.1100(4)(c) (c) A partnership interest in a general partnership.

180.1100(4)(d) (d) A partnership interest in a limited partnership.

180.1100(4)(e) (e) A membership interest in a limited liability company.

180.1100(4)(f) (f) A membership interest or stock in a general cooperative association.

180.1100(4)(g) (g) A membership interest in a limited cooperative association.

180.1100(4)(h) (h) A membership in an unincorporated association.

180.1100(4)(i) (i) A beneficial interest in a statutory trust, business trust, or common-law business trust.

180.1100(4)(j) (j) A comparable interest in any other type of unincorporated entity.

180.1100(5) (5) “Interest exchange” means a transaction authorized by s. 180.1102.

180.1100(6) (6) “Interest holder” means any of the following:

180.1100(6)(a) (a) A shareholder of a business corporation.

180.1100(6)(b) (b) A member of a nonprofit or nonstock corporation.

180.1100(6)(c) (c) A general partner of a general partnership.

180.1100(6)(d) (d) A general partner of a limited partnership.

180.1100(6)(e) (e) A limited partner of a limited partnership.

180.1100(6)(f) (f) A member of a limited liability company.

180.1100(6)(g) (g) A member or stockholder of a general cooperative association.

180.1100(6)(h) (h) A member of a limited cooperative association.

180.1100(6)(i) (i) A member of an unincorporated association.

180.1100(6)(j) (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.

180.1100(6)(k) (k) Any other direct holder of an interest.

180.1100(7) (7) “Interest holder liability” means any of the following:

180.1100(7)(a) (a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:

180.1100(7)(a)1. 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.

180.1100(7)(a)2. 2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.

180.1100(7)(b) (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.