185.52 Stockholder voting on amendments to articles.

(1)

(a) Whether or not permitted to vote by the articles, a holder of stock other than membership stock who is affected by a proposed amendment to articles shall be entitled to cast one vote on the amendment regardless of the dollar amount of stock, the number of shares or the number of affected classes of stock he or she holds.

(b) A member holding stock affected by a proposed amendment may vote both as a member and as an affected stockholder.

(2) For purposes of this section, a holder of stock is affected as to any class of stock owned by the holder only if an amendment would expressly:

(a) Decrease the dividends to which that class may be entitled or change the method by which the dividend rate on that class is fixed.

(b) Restrict rights to transfer that class.

(c) Give to another existing or any new class of stock or equity interest not previously entitled thereto any preference as to dividends or upon dissolution which is the same or higher than preferences of that class.

(d) Change the par value of shares of that class or of any other class having the same or higher preferences as to dividends or upon dissolution.

(e) Increase the number of authorized shares of any class having a higher preference as to dividends or upon dissolution.

(f) Require or permit an exchange of shares of any class with lower preferences as to dividends or upon dissolution for shares of that class or any other class with the same or higher preferences.

(g) Require only a majority of member votes and a majority of the votes of any stockholders entitled to vote under s. 185.61 (3) (a) for approval of a plan of merger or consolidation under s. 185.61 (2) (b) as provided in s. 185.61 (4).

(3) If stockholders are entitled to vote on an amendment, the amendment is adopted only if all of the following conditions are met:

(a) Notice of the meeting, an exact copy of the proposed amendment and a ballot thereon have been sent to each member and each affected stockholder.

(b) Two-thirds of the member votes cast thereon approve.

(c) Two-thirds of the votes of affected stockholders cast thereon approve.

(4) This section shall not apply to stock issued prior to June 30, 1956, unless the cooperative adopts an amendment to its articles making such stock subject to this section. As to such stock, the amendment shall be adopted in the manner and by the vote required prior to July 13, 1955.

History: 1985 a. 30 s. 27, 28, 42; 1993 a. 482.