180.1707 Certain class voting rights preserved.
(1) Sections 180.1004 and 180.1103 (4) (a) do not apply to shares of a preexisting class if a corporation in existence on January 1, 1991 provides in its articles of incorporation that subs. (2) and (3), in lieu of ss. 180.1004 and 180.1103, govern whether shares of a preexisting class are entitled to vote as a class on a proposed amendment to the articles of incorporation or plan of merger.
(2)
(a) The holders of the outstanding shares of a preexisting class subject to this subsection may vote as a class upon a proposed amendment to the articles of incorporation, whether or not entitled to vote thereon by the articles of incorporation, if the amendment would do any of the following with respect to that class:
1. Increase or decrease the aggregate number of authorized shares of the class, except a decrease of authorized but unissued shares of the class.
2. Effect an exchange, reclassification or cancellation of all or part of the shares of the class, except a reclassification of unissued shares or treasury shares into shares of a subordinate and inferior class or a cancellation thereof.
3. Effect or require an exchange or conversion, or create a right of exchange or conversion, of all or any part of the shares of another class into the shares of the class.
4. Change in a manner prejudicial to the holders of outstanding shares of the class, the designations, preferences, limitations or relative rights of the shares of the class or of any other class.
5. Change the shares of the class into a different number of shares of the same class or into the same or a different number of shares of another class or classes.
6. Create a new class or enlarge an existing class of shares having rights or preferences prior or superior to the shares of the class, or increase the rights or preferences of any class having rights or preferences prior or superior to the shares of the class.
7. In the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the series and the variations in the relative rights and preferences between the shares of the series, or authorize the board of directors to fix and determine the designation and the relative rights and preferences of authorized but unissued shares of the series.
8. Limit or deny any existing preemptive rights of the shares of the class.
9. Cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared.
10. Authorize the payment of a dividend in shares of the class.
(b) Whenever an amendment described in par. (a) shall affect the holders of shares of one or more but not all of the series of any preferred or special class of shares of a preexisting class that are at the time outstanding, the holders of the outstanding shares of the series affected thereby shall for the purposes of this section be considered a separate class and entitled to vote as a class on such amendment.
(3) Shares of a preexisting class subject to this subsection may vote as a class on a plan of merger if the plan of merger contains any provision which, if contained in a proposed amendment to the articles of incorporation, would entitle the shares of a preexisting class to vote as a class.
History: 1989 a. 303; 1991 a. 16.