193.835 Abandonment of merger.
(1) Authority and procedure. A merger may be abandoned before it takes effect by any of the following means:
(b) An abandonment may be approved at a meeting by the affirmative vote of the holders of a majority of the voting power of the membership interests of each cooperative that is party to the merger who are entitled to vote on the approval of the plan of merger, except that the board of a cooperative that is party to the merger may approve the abandonment if no members of that cooperative are entitled to vote. In addition to the other requirements of this paragraph, if a business entity other than a cooperative is party to the merger, an abandonment may only be approved by taking any actions to approve the abandonment that are required by the laws under which the business entity is organized.
(c) An abandonment may be approved as provided in the plan of merger.
(d) An abandonment may be approved by adoption, by the board of any cooperative that is party to the merger, of a resolution abandoning the merger, subject to the contract rights of any other person under the plan of merger. If a business entity other than a cooperative is party to the merger, an abandonment may be approved by a resolution of the governing body of the business entity adopted according to the laws under which the business entity is organized, subject to the contract rights of any other person under the plan of merger.
(2) Articles of abandonment. The board or other governing body of any business entity that approves an abandonment under sub. (1) shall file with the department articles of abandonment that contain all of the following:
(a) The names of the business entities that were party to the proposed merger.
(b) The provisions under sub. (1) under which the proposed merger is abandoned.
(c) If the proposed merger is abandoned under sub. (1) (d), the text of the resolution approving the abandonment.
History: 2005 a. 441.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 193 - Unincorporated cooperative associations.
193.105 - Use of term “cooperative" restricted.
193.111 - Filing fees and other requirements.
193.115 - Registered office and agent.
193.121 - Legal recognition of electronic records and signatures.
193.201 - Organizational purpose.
193.215 - Articles of organization and notice of mailing address.
193.221 - Amendment of articles.
193.225 - Conversion to cooperative.
193.245 - Cooperative records.
193.311 - Agricultural product and commodity marketing contracts.
193.315 - Indemnification and insurance against securities law claims.
193.401 - Board governs cooperative.
193.405 - Number of directors.
193.411 - Election of directors.
193.415 - Removal of directors.
193.417 - Resignation of directors.
193.423 - Allocation of voting authority among directors.
193.431 - Quorum; presence of objecting director.
193.435 - Actions of the board.
193.441 - Actions without a meeting.
193.443 - Board authority concerning certain cooperative property.
193.455 - Conduct and liability of directors.
193.461 - Director conflicts of interest.
193.465 - Limitation of director's liability in articles or bylaws.
193.511 - Regular members' meetings.
193.515 - Special members' meetings.
193.518 - Effect of insufficient notice.
193.521 - Certification of notice.
193.524 - Revocation of electronic communication.
193.525 - Quorum at members' meeting.
193.531 - Virtual members' meetings and attendance.
193.535 - Actions of the members.
193.541 - Actions without a members' meeting.
193.545 - Member voting rights.
193.551 - Patron member voting based on patronage.
193.553 - Voting rights limited to members as of date certain.
193.555 - Voting rights of nonmembers.
193.557 - Voting of jointly owned membership interests.
193.559 - Cumulative voting by members.
193.571 - Member authority concerning certain cooperative property.
193.601 - Membership interests.
193.605 - Cooperative securities.
193.611 - Assignment of financial rights.
193.615 - Nature and terms of a membership interest and statement of interest owned.
193.621 - Certificated membership interests.
193.625 - Replacement certificates.
193.631 - Restriction on transfer or registration of membership interests.
193.701 - Authorization, form, and acceptance.
193.702 - Valuation; presumption and liability.
193.705 - Restated value of previous contributions.
193.711 - Contribution agreements.
193.715 - Contribution rights agreements.
193.721 - Allocations of profits and distributions of cash and other assets.
193.725 - Allocations and distributions of profits to patron members.
193.731 - Member control agreements.
193.735 - Distribution of unclaimed property.
193.801 - Merger and consolidation.
193.805 - Merger of subsidiary or parent.
193.807 - Effective date; effect of merger or consolidation.
193.835 - Abandonment of merger.
193.905 - Voluntary dissolution; winding up.
193.911 - Revocation of dissolution proceedings.
193.925 - Court-supervised voluntary dissolution.
193.931 - Involuntary dissolution.
193.935 - Procedure in involuntary or court-supervised voluntary dissolution.
193.941 - Receiver qualifications and powers.
193.951 - Filing claims in involuntary or court-supervised voluntary dissolution proceedings.
193.955 - Discontinuance of court-supervised dissolution proceedings.