reglab/housing_qa huggingface dataset:
WI Stat § 180.1007 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1007 - Restated articles of incorporation.

180.1007  Restated articles of incorporation. (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). (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. (3) (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).(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. (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:(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.(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). (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.History:  1989 a. 303; 1995 a. 27.
WI Stat § 180.1008 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1008 - Amendment pursuant to reorganization.

180.1008  Amendment pursuant to reorganization. (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. (2) The persons 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) 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. (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.History:  1989 a. 303; 1995 a. 27.
WI Stat § 180.1009 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1009 - Effect of amendment.

180.1009  Effect of amendment. (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:(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 shareholders of the corporation. (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.History:  1989 a. 303.
WI Stat § 180.1020 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1020 - Amendment of bylaws by board of directors or shareholders.

180.1020  Amendment of bylaws by board of directors or shareholders. (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:(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.(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. (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.History:  1989 a. 303.
WI Stat § 180.1021 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1021 - Bylaw fixing quorum or voting requirements for shareholders.

180.1021  Bylaw fixing quorum or voting requirements for shareholders. (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. (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.History:  1989 a. 303.
WI Stat § 180.1022 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1022 - Bylaw fixing quorum or voting requirements for directors.

180.1022  Bylaw fixing quorum or voting requirements for directors. (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:(a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw provides otherwise under sub. (2).(b) If originally adopted by the board of directors, either by the shareholders or by the board of directors. (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. (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).History:  1989 a. 303.
WI Stat § 180.1100 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1100 - Definitions.

180.1100  Definitions. In this subchapter: (1) “Business entity" means a domestic business entity and a foreign business entity. (2) “Domestic business entity" means a corporation, 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 § 180.1101 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1101 - Merger.

180.1101  Merger. (1) One or more corporations may merge with or into one or more other business entities if the board of directors of each corporation, by resolution adopted by each board, approves a plan of merger and, if required by s. 180.1103, its shareholders also approve the plan of merger, 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 such business entity approves the plan of merger in the manner required by the laws applicable to the business entity. (2) The plan of merger shall set forth all of the following:(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 merger.(c) The manner and basis 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) The plan of merger may set forth 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 merger.History:  1989 a. 303; 2001 a. 44.
WI Stat § 180.1102 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1102 - Share exchange.

180.1102  Share exchange. (1) A corporation may acquire all of the outstanding shares of one or more classes or series of another business entity if the board of directors of each corporation, by resolution adopted by each board, approves a plan of share exchange and, if required by s. 180.1103, its shareholders also approve the plan of share exchange, and if the share exchange is permitted under the applicable law of the jurisdiction that governs the other business entity and the other business entity approves the plan of share exchange in the manner required by the laws of the jurisdiction that governs the other business entity. (2) The plan of share exchange shall set forth all of the following:(a) The name, form of business entity, and identity of the jurisdiction governing the business entity whose shares will be acquired and the name of the acquiring business entity.(b) The terms and conditions of the exchange.(c) The manner and basis of exchanging the shares or other ownership interests to be acquired for shares, obligations or other securities of the acquiring or any other business or for cash or other property in whole or part. (3) The plan of share exchange may set forth other provisions relating to the exchange. (4) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.History:  1989 a. 303; 2001 a. 44.
WI Stat § 180.1104 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1104 - Merger of subsidiary or parent.

180.1104  Merger of subsidiary or parent. (1) A parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation or at least 90 percent of the outstanding interests of each class of any other subsidiary business entity may merge the subsidiary into the parent or the parent into the subsidiary without approval of the shareholders or other owners of the subsidiary and, if the conditions specified in s. 180.1302 (1) (a) 3. a. to d. are satisfied, without approval of the shareholders of the parent. (2) 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 shares or other interests of the subsidiary or parent 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) The parent shall mail a copy or summary of the plan of merger to each shareholder or other owner of the merging business entity who does not waive the mailing requirement in writing. (4) 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 shareholder or other owner of the merging business entity who did not waive the mailing requirement. (5) Articles of merger under this section may not contain amendments to the articles of incorporation of the surviving business entity, except for amendments enumerated in s. 180.1002 or otherwise not requiring the approval of the shareholders or other owners of the entity.History:  1989 a. 303; 1995 a. 27; 2001 a. 44; 2005 a. 476.
WI Stat § 180.1105 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1105 - Articles of merger or share exchange.

180.1105  Articles of merger or share exchange. (1) Except as provided in s. 180.1104 (4), after a plan of merger or share exchange is approved by the shareholders of the corporation, or adopted by the board of directors if shareholder approval is not required, 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 or share exchange setting forth all of the following:(am) The effective date and time of the merger or share exchange, if the merger or share exchange 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. 180.0123.(bm) The name and state of incorporation of each corporation that is a party to the merger or share exchange. (cm) A statement that a plan of merger or share exchange has been approved and adopted by each corporation that is a party to the merger or share exchange as required under s. 180.1103 or 180.1104, as applicable. (dm) The name of the surviving or acquiring corporation. (e) In the case of a merger, any amendments in the articles of incorporation of the surviving corporation that are intended by the parties to the merger to take effect upon the merger or, if there are no such amendments, a statement that the articles of incorporation of the surviving corporation or another corporation that is a party to the merger will be the articles of incorporation of the surviving corporation. (f) A statement that the executed plan of merger or share exchange is on file at the principal place of business of the surviving or acquiring corporation. (g) A statement that the surviving or acquiring corporation will provide a copy of the plan of merger or share exchange, upon request and without cost, to any shareholder of a corporation that was a party to the merger or share exchange or, upon payment to the surviving or acquiring corporation of an amount equal to the cost of producing the copy, to any other interested person. (h) In the case of a merger, a statement indicating whether a business entity that merged with or into the surviving entity in the merger has a fee simple ownership interest in any Wisconsin real estate. (i) Other provisions relating to the merger, as determined by the surviving business entity. (2) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.History:  1989 a. 303; 1995 a. 27; 2001 a. 44; 2005 a. 476.
WI Stat § 180.1131 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1131 - Shareholder vote.

180.1131  Shareholder vote. In addition to a vote otherwise required by law or the articles of incorporation of the resident domestic corporation, a business combination must be approved by the affirmative vote of at least all of the following, except as provided in s. 180.1132: (1) Eighty percent of the votes entitled to be cast by outstanding voting shares of the corporation, voting together as a single voting group. (2) Two-thirds of the votes entitled to be cast by holders of voting shares other than voting shares beneficially owned by a significant shareholder who is a party to the business combination or an affiliate or associate of a significant shareholder who is a party to the business combination, voting together as a single voting group.History:  1989 a. 303; 1997 a. 27.
WI Stat § 180.1133 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1133 - Other requirements for greater votes.

180.1133  Other requirements for greater votes. A business combination of a corporation that has a provision of the articles of incorporation permitted by s. 180.0727 is subject to s. 180.1131 unless one of the exemptions of s. 180.1132 has been met.History:  1989 a. 303.
WI Stat § 180.1134 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1134 - Actions during take-over offer.

180.1134  Actions during take-over offer. In addition to a vote otherwise required by law or the articles of incorporation of the resident domestic corporation, approval by vote of holders of a majority of the shares of the resident domestic corporation entitled to vote on the proposal is required at a shareholders' meeting held in conformance with ss. 180.0705 and 180.0725 before any of the following actions may be taken by the officers or board of directors of the resident domestic corporation, while a take-over offer is being made, or after a take-over offer has been publicly announced and before it is concluded, for the resident domestic corporation's voting shares: (1) Acquiring more than 5 percent of the resident domestic corporation's voting shares at a price above the market value from any individual who or organization which holds more than 3 percent of the voting shares and has held the shares for less than 2 years, unless the resident domestic corporation makes at least an equal offer to acquire all voting shares and all securities which may be converted into voting shares. (2) Selling or optioning assets of the resident domestic corporation which amount to at least 10 percent of the market value of the resident domestic corporation. This subsection does not apply to a resident domestic corporation if all of the following are satisfied:(a) The resident domestic corporation has at least 3 directors who are not either officers or employees of the resident domestic corporation.(b) A majority of the directors who are not either officers or employees of the resident domestic corporation vote to not be governed by this subsection.History:  1989 a. 303; 1991 a. 16, 32; 1997 a. 27.
WI Stat § 180.1142 (2021)
2021 Wisconsin Statutes & Annotations|Chapter 180 - Business corporations.|180.1142 - Determining market value and control.

180.1142  Determining market value and control. (1) For purposes of ss. 180.1140 to 180.1144, the market value of stock or property other than cash or stock is determined as follows:(a) In the case of stock, by:1. The highest closing sale price during the 30 days immediately before the date in question of a share of that class or series of stock on the composite tape for stocks listed on the New York stock exchange, or, if that class or series of stock is not quoted on the composite tape or if that class or series of stock is not listed on the New York stock exchange, on the principal U.S. securities exchange registered under the exchange act on which that class or series of stock is listed.2. If that class or series of stock is not listed on an exchange described in subd. 1., the highest closing bid quotation for a share of that class or series of stock during the 30 days immediately before the date in question on the National Association of Securities Dealers automated quotation system, or any similar system then in use.3. If no quotations described in subd. 2. are available, the fair market value on the date in question of a share of that class or series of stock as determined in good faith by the board of directors of the resident domestic corporation.(b) In the case of property other than cash or stock, the fair market value of the property on the date in question as determined in good faith by the board of directors of the resident domestic corporation. (2) For purposes of ss. 180.1140 to 180.1144, a person's beneficial ownership of at least 10 percent of the voting power of a corporation's outstanding voting stock creates a presumption that the person has control of the corporation.History:  1989 a. 303; 1991 a. 39.