Section 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.

1989 a. 303 ; 1995 a. 27 .