2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1004 - Voting on amendments by voting groups.

180.1004
Voting on amendments by voting groups.
(1)
Except as provided in s. 180.1707, if shareholder approval of an amendment to the articles of incorporation is required by this chapter, the holders of the outstanding shares of a class of shares may vote as a separate voting group on the proposed amendment if the amendment would do any of the following:
(a)
Increase the aggregate number of authorized shares of the class, except as provided in sub. (2).
(b)
Decrease the aggregate number of authorized shares of the class, except a decrease of the number of authorized but unissued shares of the class.
(c)
Effect an exchange or reclassification of all or part of the shares of the class into shares of another class.
(d)
Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class.
(e)
Change, in a manner prejudicial to the holders of the outstanding shares of the class, the designation, rights, preferences or limitations of all or part of the shares of the class.
(f)
Change the shares of all or part of the class into a different number of shares of the same class.
(g)
Create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class.
(h)
Increase the rights, preferences or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior or substantially equal to the shares of the class.
(i)
Increase the voting rights of any class of shares or create a new class of shares having voting rights, to the prejudice of the voting rights of the class, if any.
(j)
Limit or deny an existing preemptive right of all or part of the shares of the class.
(k)
Cancel or otherwise affect rights to distributions or dividends that have accumulated but have not yet been declared on all or part of the shares of the class.
(L)
Authorize the issuance of shares of the class as a share dividend in respect to shares of another class.
(2)
The articles of incorporation may permit the adoption of an amendment increasing the aggregate number of authorized shares of a class without the approval of the class as a separate voting group, except that if any shares of the class are outstanding the articles of incorporation may not be amended to include such permission without the approval of the class as a separate voting group.
(3)
If a proposed amendment to the articles of incorporation would affect a series of a class of shares in one or more ways described in sub. (1), the shares of that series may vote as a separate voting group on the proposed amendment.
(4)
If a proposed amendment to the articles of incorporation that entitles 2 or more series of shares to vote as separate voting groups under this section would affect those 2 or more series in the same or a substantially similar way, the shares of all the series so affected shall vote together as a single voting group on the proposed amendment.
(5)
A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
History:  1989 a. 303.