(1) In this section, “share dividend” means shares issued proportionally and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series. (2) Except as provided in sub. (3) and unless the articles of incorporation provide otherwise, a corporation may issue share dividends. (3) (a) A corporation may not issue shares of one class or series as a share dividend in respect of shares of another class or series unless any of the following is satisfied: 1. The articles of incorporation authorize the issuance. 2. A majority of the votes entitled to be cast by the class or series to be issued approve the issuance. 3. There are no outstanding shares of the class or series to be issued, as determined under par. (b). (b) If a security is outstanding that is convertible into or carries a right to subscribe for or acquire shares of the class or series to be issued, the holder of the security is considered a holder of the class or series to be issued for purposes of making the determination under par. (a) 3. (4) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date on which the board of directors authorizes the share dividend.
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