SB810,459,20 MISCELLANEOUS PROVISIONS

SB810,459,24 183.1101 Uniformity of application and construction. In applying and construing this chapter, consideration must be given to the need to promote uniformity of the law with respect to its subject matter among states that enact the uniform law.

SB810,460,6 183.1102 Relation to Electronic Signatures in Global and National Commerce Act. This chapter modifies, limits, and supersedes the Electronic Signatures in Global and National Commerce Act, 15 USC 7001 to 7031, but does not modify, limit, or supersede section 101 (c) of that act, 15 USC 7001 (c), or authorize electronic delivery of any of the notices described in section 103 (b) of that act, 15 USC 7003 (b).

SB810,614 Section 614 . 185.045 of the statutes is amended to read:

SB810,460,10 185.045 Reserved or registered name. Sections 180.0122 (1) (1m) (c) to (i), 180.0402 and 180.0403 (2), (3), (3m) and (4) (b) apply to cooperatives, with the word “cooperative" substituted for the words “corporate" and “corporation".

SB810,615 Section 615 . 190.01 (2) of the statutes is amended to read:

SB810,460,23 190.01 (2) The articles of incorporation and amendments thereto shall be filed with the department of financial institutions; in the case of articles, the department of financial institutions shall thereupon issue a certificate of incorporation and the corporation then has legal existence. The articles of incorporation or special charter of any railroad company may be amended by a majority vote of all the stock in the respects and for the purposes provided in s. 180.1001. The fees for filing articles and amendments thereto are as provided in s. 180.0122 (1) (a) and (m) except that the fees for filing an amendment which authorizes the issuance of redeemable preference shares for sale to the U.S. secretary of transportation under sections 505 and 506 of P.L. 94-210 is $15 for the amendment and an additional sum equal to $1 for each $100,000 or fraction thereof of par value redeemable preference shares authorized by the amendment.

SB810,616 Section 616. 196.205 (1) (c) of the statutes is amended to read:

SB810,461,3 196.205 (1) (c) The articles of incorporation of the small telecommunications utility under s. 181.1001 or the articles of organization of the small telecommunications utility under s. 183.0203 183.0201.

SB810,617 Section 617. 196.485 (1) (dv) of the statutes is amended to read:

SB810,461,10 196.485 (1) (dv) “Organizational start-up date" means, with respect to a transmission company that is organized as a limited liability company under ch. 183, the date on which the articles of organization become effective under s. 183.0111 183.0207 or, with respect to a transmission company that is organized as a corporation under ch. 180, the date on which the articles of incorporation become effective under s. 180.0123.

SB810,618 Section 618. 196.485 (1) (fe) of the statutes is amended to read:

SB810,461,16 196.485 (1) (fe) “Security" means, with respect to a transmission company organized as a corporation under ch. 180, a share, as defined in s. 180.0103 (15), and, with respect to a transmission company organized as a limited liability company under ch. 183, a limited liability company transferable interest, as defined in s. 183.0102 (11) (24).

SB810,619 Section 619. 196.485 (3m) (c) (intro.) of the statutes is amended to read:

SB810,461,21 196.485 (3m) (c) Organization. (intro.) The operating agreement, as defined in s. 183.0102 (16) (13), of a transmission company that is organized as a limited liability company under ch. 183 or the bylaws of a transmission company that is organized as a corporation under ch. 180 shall provide for each of the following:

SB810,620 Section 620 . 204.104 (2) of the statutes is amended to read:

SB810,462,5 204.104 (2) Fundamental transactions. If a corporation that is not a benefit corporation is a party to a merger, consolidation, or division or is the exchanging corporation in a share an interest exchange, and the surviving, new, or any resulting corporation in the merger, consolidation, division, or share interest exchange is to be a benefit corporation, then the plan of merger, consolidation, division, or share interest exchange shall not be effective unless the articles of the surviving, new, or resulting corporation contain a statement that the corporation is a benefit corporation.

SB810,621 Section 621. 221.0701 of the statutes is amended to read:

SB810,462,17 221.0701 Share Interest exchange. A bank or other corporation may acquire all of the outstanding shares of one or more classes or series of a bank organized under this chapter, with the approval of the division, if the board of directors of the bank, by resolution adopted by the board, approves a plan of share interest exchange and its shareholders also approve a plan of share interest exchange pursuant to ss. 180.1102 to 180.1106. This section does not limit the power of a corporation or bank to acquire all or part of the shares of one or more classes or series of a bank through a voluntary exchange or otherwise. Application for approval of a share an interest exchange shall be made to the division on a form prescribed by the division. The application shall be accompanied by a fee established by the division.

SB810,622 Section 622. 234.03 (28) of the statutes is amended to read:

SB810,462,22 234.03 (28) To cooperate and enter into agreements with state agencies, partnerships, limited partnerships, and corporations organized under chs. 178 to 181 or limited liability companies organized under ch. 183 to promote economic development activity within this state.

SB810,623 Section 623 . 340.01 (6u) of the statutes is amended to read:

SB810,463,2 340.01 (6u) “Carsharing organization" means a business entity, as defined in s. 180.1100 (1) (1g), that is a rental company that offers a membership service in which members share type 1 automobiles, the use of which may be purchased from the business entity on the basis of trip, trip distance, or trip duration.

SB810,624 Section 624. 440.92 (6) (b) 1. of the statutes is amended to read:

SB810,463,8 440.92 (6) (b) 1. If the preneed seller is a corporation that is required to file a report under s. 180.1622 or 181.1622 181.0214, a copy of that report and the name, residence address and business address of each shareholder who beneficially owns, holds or has the power to vote 5 percent or more of any class of securities issued by the corporation.

SB810,625 Section 625. 611.72 (1) and (2) of the statutes are amended to read:

SB810,463,14 611.72 (1) General. Subject to this section, ss. 180.1101, 180.1103 to 180.1106, 180.1706, 180.1707, and 180.1708 (5) the applicable provisions of ch. 180 apply to the merger of a domestic stock insurance corporation or its parent insurance holding corporation, except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner.

SB810,463,18 (2) Approval required. No proposed plan of merger under s. 180.1101 or 180.1104 or other plan for acquisition of control of any domestic stock insurance corporation or its parent insurance holding corporation participating in the transaction may be executed unless it has been approved by the commissioner.

SB810,626 Section 626. 611.73 (1) (a) of the statutes is amended to read: