180.1402 Dissolution by board of directors and shareholders.
(1)
(a) A corporation's board of directors may propose dissolution for submission to the shareholders.
(b) The board of directors may condition its submission of the proposal for dissolution on any basis.
(2) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with s. 180.0705, except the notice shall state that the purpose, or one of the purposes, of the meeting is to consider and to act upon dissolving the corporation.
(3) Unless this chapter, the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or, acting under sub. (1) (b), the board of directors requires a greater vote or a vote by voting groups, the proposal to dissolve is adopted if approved by a majority of all the votes entitled to be cast on the proposal. Dissolution is authorized upon adoption of the proposal.
History: 1989 a. 303; 1991 a. 16.