reglab/housing_qa huggingface dataset:
WI Stat § 181.1006 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1006 - Restated articles of incorporation.

181.1006  Restated articles of incorporation. (1) When permitted. A corporation's board may restate its articles of incorporation at any time with or without approval by members or any other person. (2)  Amendments may be included. The restatement may include amendments to the articles of incorporation. If the restatement includes an amendment requiring approval by the members or any other person, it must be adopted as provided in s. 181.1003. (3)  Approval requirements. If the restatement includes an amendment requiring approval by members, the board must submit the restatement to the members for their approval. (4)  Notice requirements. If the board seeks to have the restatement approved by the members at a membership meeting, the corporation shall notify each of its members of the proposed membership meeting in writing in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation. (5)  Approval by written ballot or consent. If the board seeks to have the restatement approved by the members by written ballot or written consent, the material soliciting the approval shall contain or be accompanied by a copy or summary of the restatement that identifies any amendments or other change it would make in the articles of incorporation. (6)  Voting requirements. A restatement requiring approval by the members must be approved by the same vote as an amendment to articles of incorporation under s. 181.1003. (7)  Approval by 3rd persons. If the restatement includes an amendment requiring approval pursuant to s. 181.1030, the board must submit the restatement for such approval. (8)  Filing requirements. A corporation restating its articles of incorporation shall deliver to the department for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate including all of the following information:(a) Whether the restatement contains an amendment to the articles of incorporation requiring approval by the members or any other person other than the board and, if it does not, that the board adopted the restatement.(b) If the restatement contains an amendment to the articles of incorporation requiring approval by the members, the information required by s. 181.1005.(c) If the restatement contains an amendment to the articles of incorporation requiring approval by a person whose approval is required under s. 181.1030, a statement that such approval was obtained.(d) A statement that the restated articles of incorporation supersede and take the place of the existing articles of incorporation and any amendments to the articles of incorporation.History:  1997 a. 79.
WI Stat § 181.1007 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1007 - Amendment of articles of incorporation pursuant to judicial reorganization.

181.1007  Amendment of articles of incorporation pursuant to judicial reorganization. (1) When authorized. A corporation's articles of incorporation may be amended without board approval or approval by the members or approval required under s. 181.1030 to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted under s. 181.0202. (2)  Filing requirement. The individual or individuals designated by the court shall deliver to the department for filing articles of amendment that include all of the following information:(a) The name of the corporation.(b) The text of each amendment approved by the court.(c) The date of the court's order or decree approving the articles of amendment.(d) The title of the reorganization proceeding in which the order or decree was entered.(e) A statement that the court had jurisdiction of the proceeding under federal statute. (3)  Applicability. 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.History:  1997 a. 79.
WI Stat § 181.1008 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1008 - Effect of amendment and restatement of articles of incorporation.

181.1008  Effect of amendment and restatement of articles of incorporation. (1) Rights and proceedings not affected. An amendment to a corporation's articles of incorporation, including a restatement of its articles of incorporation under s. 181.1006 that includes an amendment to its articles of incorporation, does not affect any of the following:(a) A cause of action existing against or in favor of the corporation.(b) A civil, criminal, administrative or investigatory proceeding to which the corporation is a party.(c) The existing rights of persons other than members of the corporation. (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.History:  1997 a. 79.
WI Stat § 181.1020 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1020 - Amendment of bylaws by directors.

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.History:  1997 a. 79.
WI Stat § 181.1021 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1021 - Amendment of bylaws by directors and members.

181.1021  Amendment of bylaws by directors and members. (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:(a) The articles of incorporation or any other provision of this chapter reserves that power exclusively to the members.(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. (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.History:  1997 a. 79.
WI Stat § 181.1022 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1022 - Class voting by members on amendments of bylaws.

181.1022  Class voting by members on amendments of bylaws. (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:(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.(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.(c) Increases or decreases the number of memberships authorized for that class.(e) Effects an exchange, reclassification or termination of all or part of the memberships of that class. (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. (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.History:  1997 a. 79.
WI Stat § 181.1030 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1030 - Approval by 3rd persons.

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.History:  1997 a. 79.
WI Stat § 181.1100 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1100 - Definitions.

181.1100  Definitions. In this subchapter: (1) “Business entity" means a domestic business entity and a foreign business entity. (2) “Domestic business entity" means a corporation, as defined in s. 180.0103 (5), a limited liability company, as defined in s. 183.0102 (10), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7), or a corporation, as defined in s. 181.0103 (5). (3) “Foreign business entity" means a foreign limited liability company, as defined in s. 183.0102 (8), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).History:  2001 a. 44; 2015 a. 295.
WI Stat § 181.1101 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1101 - Approval of plan of merger.

181.1101  Approval of plan of merger. (1) In general. One or more corporations may merge with or into one or more other business entities if the plan of merger is approved as provided in s. 181.1103 and if the merger is permitted under the applicable law of the jurisdiction that governs each other business entity that is a party to the merger and each business entity approves the plan of merger in the manner required by the laws applicable to the business entity. (2)  Required information. The plan of merger shall include all of the following information:(a) The name, form of business entity, and identity of the jurisdiction governing each business entity planning to merge and the name, form of business entity, and identity of the jurisdiction of the surviving business entity into which each other business entity plans to merge.(b) The terms and conditions of the planned merger.(d) The manner and basis, if any, of converting the shares or other interests in each business entity that is a party to the merger into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or part. (3)  Permitted information. The plan of merger may include any of the following:(a) Amendments to the articles of incorporation or other similar governing document of the surviving business entity.(b) Other provisions relating to the planned merger.History:  1997 a. 79; 2001 a. 44.
WI Stat § 181.1104 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1104 - Merger of subsidiary or parent.

181.1104  Merger of subsidiary or parent. (1) Member approval not required. A parent corporation that is a member with at least 90 percent of the voting rights in a subsidiary corporation may merge the subsidiary into the parent or the parent into the subsidiary without approval of the members of the parent or the members or other owners of the subsidiary. (2)  Plan of merger. The board of directors of the parent corporation shall adopt a plan of merger that sets forth all of the following:(a) The names of the parent and subsidiary.(b) The manner and basis of converting the memberships of the subsidiary or parent into memberships or other interests of the surviving business entity or any other business entity or into cash or other property in whole or part. (3)  Notice requirement. The parent shall mail a copy or summary of the plan of merger to each member or other owner of the merging business entity who does not waive the mailing requirement in writing. (4)  Filing with department. The parent may not deliver articles of merger to the department for filing until at least 10 days after the date on which it mailed a copy of the plan of merger to each member or other owner of the merging business entity who did not waive the mailing requirement. (5)  Certain amendments prohibited. Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in s. 181.1002.History:  1997 a. 79; 2001 a. 44.
WI Stat § 181.1105 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1105 - Articles of merger.

181.1105  Articles of merger. After a plan of merger is approved by the board, and, if required under s. 181.1103, by the members and any other persons, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity, the surviving or acquiring business entity shall deliver to the department for filing articles of merger that include all of the following information: (1)  Plan. The plan of merger. (2)  If member approval not required. If approval of members was not required, a statement to that effect and a statement that the plan was approved by a sufficient vote of the board and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity. (3)  If member approval required. If approval by members is required, all of the following:(a) The designation, number of memberships outstanding, number of votes entitled to be cast by each class entitled to vote separately on the plan, and number of votes of each class voting on the plan.(b) Either the total number of votes cast for and against the plan by each class entitled to vote separately on the plan or the total number of votes cast for the plan by each class and a statement that the number cast for the plan by each class was sufficient for approval by that class.(c) A statement that the plan was approved by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity. (4)  If approval by 3rd person required. If approval of the plan by a person other than the members or the board is required under s. 181.1103 (2) (c), a statement that the approval was obtained. (5)  Effective date and time. The effective date and time of the merger, if the merger is to take effect at a time other than the close of business on the date of filing the articles of merger, as provided under s. 181.0123. (6)  Other matters. Other provisions relating to the merger, as determined by the surviving business entity.History:  1997 a. 79; 2001 a. 44; 2005 a. 476; 2015 a. 295.
WI Stat § 181.1107 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1107 - Merger with foreign corporation or foreign stock corporation.

181.1107  Merger with foreign corporation or foreign stock corporation. (1) When permitted. One or more foreign corporations or foreign stock corporations may merge with one or more domestic corporations if all of the following conditions are met:(a) The merger is permitted by the law of the state or country under whose law each foreign corporation or stock corporation is incorporated and each foreign corporation or stock corporation complies with that law in effecting the merger.(b) The foreign corporation or stock corporation complies with s. 181.1105 if it is the surviving corporation of the merger.(c) Each domestic corporation complies with the applicable provisions of ss. 181.1101 and 181.1103 and, if it is the surviving corporation of the merger, with s. 181.1105. (2)  Effect of merger. Upon the merger taking effect, any surviving foreign business entity is deemed to have irrevocably appointed the department as its agent for service of process in any proceeding brought against it.History:  1997 a. 79; 2001 a. 44.
WI Stat § 181.1108 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1108 - Bequests, devises, and gifts.

181.1108  Bequests, devises, and gifts. Any bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance, that is made to a constituent business entity and that takes effect or remains payable after the merger, inures to the surviving business entity unless the will or other instrument otherwise specifically provides.History:  1997 a. 79; 2001 a. 44.
WI Stat § 181.1150 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1150 - Conversion of cooperative.

181.1150  Conversion of cooperative. A cooperative or an unincorporated cooperative association organized without capital stock may elect to convert itself to a corporation by adopting and filing restated articles of incorporation or organization in the manner required under ch. 185 or 193. The restated articles of incorporation or organization shall conform to the requirements of s. 181.0202 and shall contain a statement that the cooperative or unincorporated cooperative association elects to convert itself to a corporation subject to this chapter. The election to become a corporation subject to this chapter is effective upon the filing of the restated articles of incorporation or organization.History:  1997 a. 79; 2005 a. 441.
WI Stat § 181.1201 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1201 - Sale of assets in regular course of activities and mortgage of assets.

181.1201  Sale of assets in regular course of activities and mortgage of assets. (1) Role of board. A corporation may, on the terms and conditions and for the consideration determined by the board, do any of the following:(a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of its activities.(b) Sell, lease, exchange or otherwise dispose of less than substantially all of its property whether or not in the usual and regular course of activities.(c) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of its activities. (2)  Role of members. Unless required by the articles of incorporation or bylaws, approval of the members or any other person of a transaction described in sub. (1) is not required.History:  1997 a. 79.
WI Stat § 181.1202 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1202 - Sale of assets other than in regular course of activities.

181.1202  Sale of assets other than in regular course of activities. (1) When permitted. A corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without the goodwill, other than in the usual and regular course of its activities on the terms and conditions and for the consideration determined by the corporation's board if the proposed transaction is authorized under sub. (2). (2)  Approval requirements in general. Unless this chapter, the articles of incorporation or the bylaws require a greater vote or voting by class, the proposed transaction to be authorized must be approved by all of the following:(a) Unless the articles of incorporation or bylaws provide otherwise, the board.(b) The members with voting rights, if any, by two-thirds of the votes cast or a majority of the voting power, whichever is less.(c) A 3rd person, in writing, whose approval is required by a provision of the articles of incorporation. (3)  Corporation without members. If the corporation does not have members the transaction must be approved by a vote of a majority of the directors in office at the time the transaction is approved. In addition the corporation shall provide notice of any board meeting at which such approval is to be obtained 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 the sale, lease, exchange or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (4)  Notice requirements. If the corporation seeks to have the transaction approved by the members at a membership meeting, the corporation shall give notice to its members of the proposed membership meeting in accordance with s. 181.0705. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange, or other disposition of all, or substantially all, of the property or assets of the corporation and contain or be accompanied by a copy or summary of a description of the transaction. (5)  Written consents or ballots. If the board needs to have the transaction approved by the members by written consent or written ballot, the material soliciting the approval shall contain or be accompanied by a copy or summary of a description of the transaction. (6)  Abandonment of transaction. After a sale, lease, exchange, or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further action by the members or any other person who approved the transaction in accordance with the procedure set forth in the resolution proposing the transaction or, if none is set forth, in the manner determined by the board.History:  1997 a. 79.
WI Stat § 181.1301 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 181 - Nonstock corporations.|181.1301 - Prohibited distributions.

181.1301  Prohibited distributions. Except as provided in s. 181.1302, a corporation may not make any distributions.History:  1997 a. 79.