Chapter 190

CHAPTER 190

RAILROADS; ORGANIZATION AND MANAGEMENT

190.001   Definitions.

190.005   Scope of chapter.

190.01   Who may organize; articles; fee.

190.015   Directors, election, eligibility, classes, term, powers.

190.016   Stockholders’ meetings.

190.02   Powers of railroads.

190.025   Powers of railroads; special cases.

190.03   Office in state; books produced.

190.04   Special charter rights.

190.05   Railroads; powers in other states.

190.051   Branches and extensions.

190.06   Railroad consolidation; sale or lease of property.

190.07   Railroad ferries on Lake Michigan.

190.08   Streams, highways, restored.

190.085   Clearance of wrecks or derailments; restoration of damaged property.

190.09   Railroad cattle pass, abandonment.

190.10   Railroad fixtures, after-acquired property, lien on.

190.11   Railroad conveyances, how executed and filed.

190.12   Stock; sale to employees and subsidiaries.

190.13   Report to stockholders.

190.14   Inspection of books.

190.15   Right-of-way through public lands.

190.16   Industrial spur tracks.

190.001 190.001 Definitions. In this chapter:

190.001(1) (1) “Office” means the office of the commissioner of railroads.

190.001 History History: 1977 c. 29; 1981 c. 347; 1993 a. 16, 123.

190.005 190.005 Scope of chapter. Each provision of this chapter applies only to the extent that it is not contrary to or inconsistent with federal law or the constitution of the United States.

190.005 History History: 2005 a. 179.

190.01 190.01 Who may organize; articles; fee.

190.01(1) (1) Any number of persons, not less than 5, may form a corporation for the purpose of constructing, maintaining and operating a railroad for public use by making articles of organization in which shall be stated:

190.01(1)(a) (a) The name of the corporation.

190.01(1)(b) (b) The places from and to which such railroad is to be constructed or maintained and operated.

190.01(1)(c) (c) The length of such railroad and the name of each county in this state through or into which it is made or intended to be made.

190.01(1)(d) (d) The aggregate number of shares which the corporation shall have authority to issue; if said shares are to consist of one class only, the par value of each of said shares, or a statement that all of said shares are without par value; or, if said shares are to be divided into classes, the number of shares of each class, and a statement of the par value of the shares of each such class or that such shares are to be without par value.

190.01(1)(e) (e) The names and residences of the directors of the corporation who shall manage its affairs for the first year and until others are chosen in their places, and who shall not be less than 5.

190.01(1m) (1m) Each director shall subscribe his or her name, place of residence and the number of shares of stock the person agrees to take in the corporation to the articles of organization. An affidavit of at least 3 of the named directors shall be annexed to the articles certifying that the signatures are genuine and that it is intended in good faith to construct or maintain and operate the railroad mentioned in the articles of organization.

190.01(2) (2) The articles of incorporation and amendments thereto shall be filed with the department of financial institutions; in the case of articles, the department of financial institutions shall thereupon issue a certificate of incorporation and the corporation then has legal existence. The articles of incorporation or special charter of any railroad company may be amended by a majority vote of all the stock in the respects and for the purposes provided in s. 180.1001. The fees for filing articles and amendments thereto are as provided in s. 180.0122 except that the fees for filing an amendment which authorizes the issuance of redeemable preference shares for sale to the U.S. secretary of transportation under sections 505 and 506 of P.L. 94-210 is $15 for the amendment and an additional sum equal to $1 for each $100,000 or fraction thereof of par value redeemable preference shares authorized by the amendment.

190.01(3) (3) When a railroad corporation is organized to acquire or take over the property of another railroad corporation which is sold in judicial proceedings, or when any railroad corporation is reorganized under the federal bankruptcy act and such corporation under a plan of reorganization as confirmed by the act, shall have been authorized to put into effect and carry out said plan, or when any new railroad corporation shall be organized for the like purpose, the fees for filing a copy of the plan of reorganization or any amendments to the articles of incorporation of such existing railroad corporation increasing or changing the amount of its authorized capital stock, or for filing the articles of incorporation of such new railroad corporation so to be organized, shall be computed and paid only upon the excess of the aggregate authorized capital stock of such reorganized or such new corporation over the authorized aggregate capital stock of the old corporation upon which filing fees previously have been paid.

190.01(4) (4) A railroad that is incorporated in another state is not required to form a corporation in this state, but any railroad first transacting business in this state after January 1, 1994, is required to obtain a certificate of authority from the department of financial institutions in the manner required of foreign corporations before the railroad transacts business in this state.

190.01 History History: 1977 c. 29, 63, 203; 1989 a. 303; 1993 a. 16, 482; 1995 a. 27; 1997 a. 35, 254; 2021 a. 258.

190.015 190.015 Directors, election, eligibility, classes, term, powers.

190.015(1) (1) The stock, property, affairs and business of every railroad corporation shall be managed by directors who shall be chosen by the stockholders from among their number, at the time and place provided by the articles of organization or the bylaws.

190.015(2) (2) The trustees shall hold office for the term provided by the articles or bylaws and until their respective successors are chosen. The directors may be divided into 3 classes, each of which shall be composed, as nearly as may be possible, of one-third of the directors. The term of office of the first class shall expire in one year, the 2nd in 2 years, and the 3rd in 3 years. At each annual election thereafter, a number of directors shall be elected for 3 years equal to the number whose term of office shall then expire. All other vacancies shall be filled in accordance with the bylaws.

190.015(3) (3) The directors shall choose one of their number president and such other officers as the corporate articles and bylaws require, for the term prescribed by the articles or bylaws. The directors may fill any vacancy in their board, happening after any regular annual election, until the next succeeding election.

190.015 History History: 1997 a. 254.

190.016 190.016 Stockholders’ meetings.

190.016(1) (1) Time and place. The time and place of annual meetings of the stockholders of every railroad corporation shall be fixed by its articles or bylaws. If not so fixed, the annual meetings shall be on the anniversaries of the first corporate meeting.

190.016(2) (2) Notice. Meetings of railroad corporations shall be called and noticed as prescribed by the articles or bylaws, but if no provision therefor is made, meetings of any railroad corporation may be called by the board of directors or trustees at any time, and shall be called by the secretary when requested by the owners of one-fifth of the outstanding shares of voting stock on 10 days’ notice; and such notice to stockholders may be served by publishing the same as a class 2 notice, under ch. 985, at or nearest to the location of the corporation, or by personal service or by mailing a copy thereof to each stockholder directed to the stockholder’s last post-office address as it appears in the records of the corporation.

190.016 History History: 1993 a. 482.

190.02 190.02 Powers of railroads. Every public railroad corporation shall have the powers conferred on corporations in ch. 180 and in addition thereto shall have power:

190.02(1) (1) Survey of route. To cause such examination and surveys for its proposed railroad to be made as may be necessary to the selection of the most advantageous route, and for such purpose to enter upon the lands of any person, but subject to responsibility for all damage which shall be done thereto.

190.02(2) (2) Donations to railroads. To take and hold grants of aid; but the real estate received by voluntary grant shall be held and used for the purpose of the grant only.

190.02(3) (3) Acquire property; lease and alienate. To acquire all property necessary for the construction, maintenance and operation of its railroad and the stations, depot grounds, yards, roundhouses, shops, warehouses, elevators, docks and other accommodations reasonably necessary to accomplish the objects of its incorporation; to lease or otherwise dispose of any part thereof or to sell the same when no longer necessary to its use.

190.02(4) (4) Acquire lands for cuts, fills, materials. For the purposes of cuttings and embankments and of obtaining gravel or other material, to take as much land as may be necessary for the proper construction, operation and security of the road, and to remove any trees that may be in danger of falling on the road, making compensation therefor as provided for lands taken for the use of the corporation.

190.02(5) (5) Cross highways, streets, streams; highway bridges. To construct its railroad across, over, under, along or upon any stream, watercourse, street, highway, road or canal, subject to the limitation that any bridge erected over any highway or street shall leave a clear passageway at least 20 feet wide or 2 passageways, each not less than 14 feet in width, and subject to any other limitation on such construction provided by law.

190.02(6) (6) Railroad intersections. To cross, intersect, join or unite its railroad with any other railroad, at any point, with the necessary turnouts, sidings and switches and other conveniences in furtherance of the objects of its connections. And if the 2 corporations cannot agree upon the amount of compensation to be made therefor or the points and manner of such crossings and connections the same shall be ascertained by the office on application of either corporation.