Chapter 181

181.1008(1)(b) (b) A civil, criminal, administrative or investigatory proceeding to which the corporation is a party.

181.1008(1)(c) (c) The existing rights of persons other than members of the corporation.

181.1008(2) (2) Proceedings not abated. 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.

181.1008 History History: 1997 a. 79.

181.1020 181.1020 Amendment of bylaws by directors. 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 bylaws subject to any approval required under s. 181.1030. The corporation shall provide notice of any meeting of the board at which an amendment is to be approved. 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 bylaws 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.

181.1020 History History: 1997 a. 79.

181.1021 181.1021 Amendment of bylaws by directors and members.

181.1021(1) (1) By board. A corporation’s board may amend or repeal the corporation’s bylaws or adopt new bylaws except to the extent that any of the following applies:

181.1021(1)(a) (a) The articles of incorporation or any other provision of this chapter reserves that power exclusively to the members.

181.1021(1)(b) (b) The members, in adopting, amending or repealing a particular bylaw, provide within the bylaw that the board may not amend, repeal or readopt that bylaw.

181.1021(2) (2) By members with voting rights. A corporation’s members with voting rights may amend or repeal the corporation’s bylaws or adopt new bylaws even though the board may also amend or repeal the corporation’s bylaws or adopt new bylaws.

181.1021 History History: 1997 a. 79.

181.1022 181.1022 Class voting by members on amendments of bylaws.

181.1022(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 bylaws if the amendment does any of the following:

181.1022(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.

181.1022(1)(b) (b) Changes the rights, privileges, preferences, restrictions or conditions of that class as to voting, dissolution, redemption or transfer by changing the rights, privileges, preferences, restrictions or conditions of another class.

181.1022(1)(c) (c) Increases or decreases the number of memberships authorized for that class.

181.1022(1)(e) (e) Effects an exchange, reclassification or termination of all or part of the memberships of that class.

181.1022(2) (2) Approval by each class required. If a class is to be divided into 2 or more classes as a result of an amendment to the bylaws, the amendment must be approved by the members of each class that would be created by the amendment.

181.1022(3) (3) Voting requirements. Unless otherwise provided in the articles of incorporation or bylaws, if a class vote is required to approve an amendment to the bylaws, the amendment must be approved by the members of the class by two-thirds of the votes cast by the class or a majority of the voting power of the class, whichever is less.

181.1022 History History: 1997 a. 79.

181.1030 181.1030 Approval by 3rd persons. The articles of incorporation may require an amendment to the articles of incorporation or bylaws to be approved in writing by a specified person other than the board. Such an article provision may only be amended with the approval in writing of the person.

181.1030 History History: 1997 a. 79.

subch. XI of ch. 181 SUBCHAPTER XI

MERGER, INTEREST EXCHANGE,
CONVERSION, AND DOMESTICATION

181.1100 181.1100 Definitions. In this subchapter:

181.1100(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.

181.1100(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.

181.1100(1g) (1g) “Business entity” means a domestic business entity and a foreign business entity.

181.1100(1j) (1j) “Constituent entity” means a merging entity or a surviving entity in a merger.

181.1100(1m) (1m) “Conversion” means a transaction authorized by ss. 181.1161 to 181.1165.

181.1100(1o) (1o) “Converted entity” means the converting entity as it continues in existence after a conversion.

181.1100(1q) (1q) “Converting entity” means an entity that engages in a conversion.

181.1100(1s) (1s) “Domesticated entity” means the domesticating entity as it continues in existence after a domestication.

181.1100(1u) (1u) “Domesticating entity” means either a non-United States entity or a Wisconsin corporation that engages in a domestication.

181.1100(1w) (1w) “Domestication” means a transaction authorized by ss. 181.1171 to 181.1175.

181.1100(2) (2) “Domestic business entity” means a corporation, as defined in s. 180.0103 (5), a limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), 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).

181.1100(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).

181.1100(4) (4) “Interest” means any of the following:

181.1100(4)(a) (a) A share in a business corporation.

181.1100(4)(b) (b) A membership in a nonprofit or nonstock corporation.

181.1100(4)(c) (c) A partnership interest in a general partnership.

181.1100(4)(d) (d) A partnership interest in a limited partnership.

181.1100(4)(e) (e) A membership interest in a limited liability company.

181.1100(4)(f) (f) A membership interest or stock in a general cooperative association.

181.1100(4)(g) (g) A membership interest in a limited cooperative association.

181.1100(4)(h) (h) A membership in an unincorporated association.

181.1100(4)(i) (i) A beneficial interest in a statutory trust, business trust, or common-law business trust.

181.1100(4)(j) (j) A comparable interest in any other type of unincorporated entity.

181.1100(5) (5) “Interest exchange” means a transaction authorized by ss. 181.1131 to 181.1135.

181.1100(6) (6) “Interest holder” means any of the following:

181.1100(6)(a) (a) A shareholder of a business corporation.

181.1100(6)(b) (b) A member of a nonprofit or nonstock corporation.

181.1100(6)(c) (c) A general partner of a general partnership.

181.1100(6)(d) (d) A general partner of a limited partnership.

181.1100(6)(e) (e) A limited partner of a limited partnership.

181.1100(6)(f) (f) A member of a limited liability company.

181.1100(6)(g) (g) A member or stockholder of a general cooperative association.

181.1100(6)(h) (h) A member of a limited cooperative association.

181.1100(6)(i) (i) A member of an unincorporated association.

181.1100(6)(j) (j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.

181.1100(6)(k) (k) Any other direct holder of an interest.

181.1100(7) (7) “Interest holder liability” means any of the following:

181.1100(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:

181.1100(7)(a)1. 1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.

181.1100(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.

181.1100(7)(b) (b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.

181.1100(8) (8) “Merger” means a transaction authorized by ss. 181.1101 to 181.11055.

181.1100(9) (9) “Merging entity” means an entity that is a party to a merger and exists immediately before the merger becomes effective.

181.1100(10) (10) “Non-United States entity” means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.

181.1100(11) (11) “Organizational documents” means, with respect to an entity, whether in a record or, to the extent permitted under the entity’s governing law, other than in a record, the following or its equivalent under the entity’s governing law:

181.1100(11)(a) (a) For a domestic or foreign corporation, whether or not for profit or stock or nonstock, its articles of incorporation and bylaws.

181.1100(11)(b) (b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.

181.1100(11)(c) (c) For a domestic or foreign limited partnership, its certificate of limited partnership and partnership agreement.

181.1100(11)(d) (d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.

181.1100(11)(e) (e) For a business trust, its agreement of trust and declaration of trust.

181.1100(11)(f) (f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.

181.1100(12) (12) “Plan” means a plan of merger under s. 181.1102, a plan of interest exchange under s. 181.1132, a plan of conversion under s. 181.1162, or a plan of domestication under s. 181.1172.

181.1100(13) (13) “Surviving entity” means the entity that continues in existence after or is created by a merger.

181.1100(14) (14) “Type of entity” means a generic form of entity that is any of the following:

181.1100(14)(a) (a) Recognized at common law.

181.1100(14)(b) (b) Recognized under a governing law.

181.1100 History History: 2001 a. 44; 2015 a. 295; 2021 a. 258.

181.11001 181.11001 Relationship of subchapter to other laws.

181.11001(1) (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.

181.11001(2) (2) A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.

181.11001 History History: 2021 a. 258.

181.11002 181.11002 Existing purpose.

181.11002(1) (1) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction’s compliance with cy pres or other law dealing with nondiversion of charitable assets.