No land shall be sold by the corporation, except land not necessary or desirable for the purposes of the corporation, and except improved real estate where the entire purchase price is paid in cash, and except when acting pursuant to sub. (11)
, and then only by a vote of three-fourths of the stock of the corporation then outstanding.
No lease of any land or buildings shall be made except to a stockholder for his or her use, and no tenant shall hold stock beyond the value of the premises occupied by him or her, except that single buildings designed, built and fit for more than one family may be leased in their entirety to a stockholder, who may sublease the portion not occupied by himself or herself or his or her family to any person; but leases for an indefinite period may be made to American soldiers, sailors or marines of World War I and World War II, who are not stockholders. The corporation may also lease land to the city, town or county for any use consistent with the residential district, or to a private individual or association of the corporation, for a use beneficial to the tenants of said land. No lease shall be terminated by the corporation without the consent of the lessee, except for violation of the terms of the lease, and then only in the manner provided by law. A lease may be terminated at any time by a tenant, except that the corporation may require not to exceed 90 days' notice thereof. At the termination of a lease of a stockholder, the corporation shall cancel his or her stock, and shall be liable to him or her for the amount paid thereon, less any lawful claims of the corporation against him or her. If the corporation is unable to sell said stock at the termination of the lease, it shall give him or her, in lieu of said stock, its promissory note for the net amount due him or her, payable on or before one year from the date thereof, with interest at the rate of 5 percent per year. Such stock shall be resold for not less than par before any unissued stock is sold, and as soon as sold, there shall be paid to the former owner thereof the amount due him or her from the corporation; provided, the corporation may pay the amount due either at the time of the termination of the lease or at any other time before the expiration of said year, whether said stock has been sold or not.
Stock may be issued and leases made to husband and wife, and to the survivor of them, in which event title shall descend the same as in like conveyances of real property subject to ch. 766
. Otherwise, title to the stock and lease shall descend to the persons to whom a homestead of the stockholder would descend except as provided in ch. 766
. The interest of a tenant in the lease and stock shall be exempt from execution to the same extent as a homestead in real estate.
Stock shall be sold upon such terms and conditions as may be provided in the articles or bylaws of the corporation. Sections 180.0623
shall not apply to corporations organized under this section, but no dividends shall be declared until a surplus fund shall have been created equal to 2 percent of the paid-in preferred stock and paid-in common stock, nor shall any dividends ever be declared which will impair the capital or such surplus, and no dividend exceeding 5 percent per year shall be paid except to a tenant stockholder. There shall also be annually set aside 10 percent of the year's profits for the purpose of retiring preferred stock.
The common council of any city, the board of any town and the board of supervisors of any county may subscribe for preferred stock of any such corporation whose land, owned or to be acquired, shall be within the limits of such city, town or county, and in case of a 1st class city, within a distance of 6 miles beyond the boundaries of such city.
The stockholders shall be entitled to one vote for each share of stock, common or preferred, held by them, as shown by the books of the company. The common council of the city, the board of the town and the board of supervisors of the county shall designate some person to vote their shares; and the person so designated shall be eligible as a director.
The directors shall receive no compensation until the surplus fund of 2 percent of the capital has been set aside, and until the dividends on preferred stock have been paid, and at no time shall the compensation of directors exceed $500 each per year.
When the land shall have been platted, the directors shall fix the value of the several lots and parcels of land to be used for residential purposes, and thereafter in computing the rental to be paid therefor a valuation not exceeding that so fixed shall be used.
Outstanding notes or paid-up preferred or common stock may be exchanged for land contracts, mortgages or bonds of such corporation. Exchanged stock shall be canceled.
Any such corporation may be dissolved in the manner provided in ch. 180
, except that the resolution providing for the dissolution must be adopted by at least a majority vote of all of the stock, both common and preferred, and that after such vote the affairs of the corporation shall be placed in the hands of a trustee elected by the board of directors. Said trustee shall sell all assets on land contract or otherwise. Said corporation shall have power to pass free legal title to any purchaser or grantee of any lands, and any assignment or sale of any lands by such trustee shall pass the title of such corporation in such lands.
No filing fee is required to be paid by any corporation organized under this section.
The articles of a corporation organized in whole or in part to establish, maintain or operate a system of water reservoirs for the purpose of regulating the flow of any river in the state shall guarantee to every owner of water power located below the reservoir system, who does not already own his or her quota of stock, the right at any time to purchase from the corporation at par such a proportional share of all of the capital stock of the corporation as the cubic foot storage fall of the water power of the owner shall be of the sum of the cubic foot storage falls of all water powers benefited by the reservoir system. The cubic foot storage fall of any water power is the product of the height expressed in feet of the head obtained or obtainable by the dam at said power, multiplied by the storage capacity expressed in cubic feet of the reservoirs tributary to such power. The articles shall never be amended so as to withdraw said guaranty.
History: 1979 c. 110
Charitable corporations and community funds, amending articles. 182.007(1)(1)
A community fund, community chest or community union corporation of a kind mentioned in sub. (1m)
may change substantially the original purposes of its organization upon the affirmative vote of at least two-thirds of its members entitled to vote, at a meeting called for that purpose and in no event shall its purposes be other than charitable.
Any nonstock corporation organized solely for charitable purposes and any community fund, community chest or community union corporation, organized for the purpose of raising funds for and serving community and public welfare agencies or services may, in addition to any method provided in its articles of organization, amend its articles at any annual meeting or at any special meeting duly called for that purpose. Notice of the meeting shall be published as a class 2 notice, under ch. 985
, the last insertion not less than 20 days prior thereto. The notice shall specify the time and place of such meeting, that such amendment will be proposed and a copy thereof. Unless otherwise provided in the articles 10 members shall constitute a quorum, and the amendment may be adopted by affirmative vote of two-thirds of the members present.
Business records; other duties of department of financial institutions. 182.01(1)(1)
In this section, “department" means the department of financial institutions.
(2) Record keeping responsibility.
The department shall receive and maintain business formation records.
(3) Name of drafter on documents.
No articles of incorporation, articles of organization, articles of amendment, articles of merger, consolidation or share exchange, articles of dissolution, restated articles of incorporation, certificate of abandonment, or statement or articles of revocation of voluntary dissolution, provided for pursuant to ch. 180
, or 193
; no statement of qualification or amendment or cancellation of a statement of qualification under s. 178.0901
or articles of merger, interest exchange, conversion, or domestication under ch. 178
; and no certificate of limited partnership, certificate of amendment, restated certificate of limited partnership or certificate of cancellation, provided for pursuant to ch. 179
, shall be filed by the department unless the name of the individual who, or the governmental agency which, drafted such document is printed, typewritten, stamped or written thereon in a legible manner. A document complies with this subsection if it contains a statement in the following form: “This document was drafted by.... (Name)". This subsection shall not apply to a document executed prior to December 1, 1967, or to:
A decree, order, judgment or writ of any court;
A document executed or acknowledged outside this state.
(4) Preparation of copies, issuance of certificates, and performance of services.
The department shall establish by rule the fees for all of the following:
Providing electronic access to, or preparing and supplying copies or certified copies of, any resolution, deed, bond, record, document, or paper deposited with or kept by the department under this section.
Issuing certificates or statements, in any form, relating to the results of searches of records and files of the department.
Processing any service of process, notice, or demand served on the department.
Processing, in an expeditious manner, a document required or permitted to be filed with the department, except that the fee to expedite processing to within one hour of filing shall be $500 and the fee to expedite processing to within 4 hours of filing shall be $250.
Providing, in an expeditious manner, electronic access to any resolution, deed, bond, record, document, or paper deposited with or kept by the department under this section.
Preparing, in an expeditious manner, any copies, certified copies, certificates, or statements provided under this section.
(5) Conditional acceptance of filing fees.
Before actually filing any document by making an endorsement on that document, the department may accept and deposit the filing fee submitted with that document upon the condition that if subsequent examination of the document establishes that it does not meet the requirements for filing, the fee may be refunded and upon the condition that if a discrepancy in the amount of the fee is subsequently discovered the department may then demand further payment of a shortage or refund an overpayment subject to s. 20.905 (3)
(6) Discrimination by corporations or limited liability companies.
If a complaint is made to the department that any corporation or limited liability company authorized to do business in this state is guilty of discrimination under s. 100.22
, refer the matter to the department of agriculture, trade and consumer protection, which shall, if the facts justify it in its judgment, cause appropriate administrative or judicial proceedings to be commenced against the corporation or limited liability company and its officers or managers and members.
See also ch. DFI-CCS 10
, Wis. adm. code.
Every corporation may take and acquire by lease, purchase, sale, conveyance or assignment and thereafter own, hold and enjoy any right, privilege or franchise granted to any person by any law of this state where such right, privilege or franchise would be in direct aid of the business of such corporation.
Special power to transfer property of nonstock corporation. 182.012(1)(1)
Whenever the board of directors of any domestic corporation organized without capital stock determines that a sale or mortgaging of the whole or any part of its property is desirable, and that by reason of the removal, nonresidence of a great number of its members, or the loss of its records of membership, or other cause, it is impossible to call or hold any regular meeting at which a quorum of the members can be represented in person or by proxy, the board may cause a verified petition to be made in behalf of said corporation and presented to the circuit judge of the county in which said corporation has its location. Such petition shall set forth the date of the organization and the purpose of said corporation, the nature and extent of its property, reasons for the sale or mortgaging of the whole or any part thereof, the facts preventing the calling or holding of a meeting of a quorum of its members and such other matters as may be deemed material. Upon presentation thereof the circuit judge shall by order fix a time and place for a meeting of the members of such corporation and prescribe the time and manner of giving, and contents of a notice of said meeting, and direct the publication thereof as a class 2 notice, under ch. 985
, in a newspaper designated in the order.
Two-thirds of the members present at any meeting so called shall have power to sell, convey or mortgage or authorize to be sold, conveyed or mortgaged the whole or any part of the property described in such petition.
If such sale or mortgaging be approved or authorized, the officers of said corporation shall cause the petition, the order of the judge, proof by affidavit of the giving of notice of said meeting as required by said order and a certified copy of the minutes of the said meeting to be promptly filed in the office of the clerk of the circuit court of said county upon payment to said clerk of the fees properly chargeable in a special proceeding. Upon such filing, such property may be conveyed or mortgaged with the same right and authority as if such sale or mortgaging had been authorized by a sufficient affirmative vote of all members of said corporation.
Public utility corporation directors; not to delegate duty to manage; removal by commission. 182.0135(1)(1)
The directors of corporations which are public utilities shall not, directly or indirectly, delegate or in any manner, temporarily or permanently, relinquish or surrender their duty to manage and direct the stock, property, affairs and business of such corporation.
Any director violating the provisions of this section may be removed by the public service commission, after notice and hearing. If a director of a public utility is removed by the commission, the director shall be ineligible for a period of 2 years to serve as a director of said public utility.
History: 1993 a. 482
River improvement corporations may flow lands.
Any domestic corporation created in whole or in part for the purpose of improving any stream and driving, holding or handling logs therein, and any corporation owning or controlling dams, booms or improvements designed to accomplish any of said purposes, or any municipality or any domestic corporation organized for the purpose of furnishing electric current for public purposes, shall have the power to acquire all such lands as shall be necessary for its use for ponds and reservoir purposes. Nothing in this section shall be construed as repealing any provision of s. 31.30
Transmission lines; privileges; damages. 182.017(1g)(b)1.
A corporation, limited liability company, partnership, or other business entity organized to furnish telegraph or telecommunications service or transmit heat, power, or electric current to the public or for public purposes.
A cooperative association organized under ch. 185
to furnish telegraph or telecommunications service.
A cooperative association organized under ch. 185
to transmit heat, power, or electric current to its members.
“Municipal regulation" means any contract, ordinance, resolution, order, or other regulation entered into, enacted, or issued by a municipality before, on, or after July 2, 2013.
“Telecommunications service" means the offering for sale of the conveyance of voice, data, or other information, including the sale of service for collection, storage, forwarding, switching, and delivery incidental to such communication regardless of the technology or mode used to make such offering.
“Urban rail transit system" means a system, either publicly or privately owned, which provides transportation by rail in a municipality to the public on a regular and continuing basis and which begins service on or after July 2, 2013.
(1r) Right-of-way for.
Any company may, subject to ss. 30.44 (3m)
, and 196.491 (3) (d) 3m.
and to reasonable regulations made by any municipality through which its transmission lines or systems may pass, construct and maintain such lines or systems with all necessary appurtenances in, across or beneath any public highway or bridge or any stream or body of water, or upon any lands of any owner consenting thereto, and for such purpose may acquire lands or the necessary easements; and may connect and operate its lines or system with other lines or systems devoted to like business, within or without this state, and charge reasonable rates for the transmission and delivery of messages or the furnishing of heat, power, or electric light.
(2) Not to obstruct public use.
But no such line or system or any appurtenance thereto shall at any time obstruct or incommode the public use of any highway, bridge, stream or body of water.
(3) Abandoned lines removed.
The commission after a public hearing as provided in s. 196.26
, and subject to the right of review as provided in ch. 227
, may declare any line to have been abandoned or discontinued, if the facts warrant such finding. Whenever such a finding shall have been made the company shall remove such line, and on failure for 3 months after such finding of abandonment or discontinuance, any person owning land over, through or upon which such line shall pass, may remove the same, or the supervisors of any town within which said lines may be situated, may remove the said lines from the limits of its highways, and such person or supervisors shall be entitled to recover from the company owning the lines the expense for labor involved in removing the property.
(4) Location of poles.
In case of dispute as to the location of poles, pipes or conduits, the commissioners appointed in condemnation proceedings under ch. 32
may determine the location. In no case, except where the owner consents, shall poles be set in front of or upon any residence property, or in front of a building occupied for business purposes, unless the commissioners find that the same is necessary and the court may review the finding.
(5) Tree trimming.
Any company which shall in any manner destroy, trim or injure any shade or ornamental trees along any such lines or systems, or, in the course of tree trimming or removal, cause any damage to buildings, fences, crops, livestock or other property, except by the consent of the owner, or after the right so to do has been acquired, shall be liable to the person aggrieved in 3 times the actual damage sustained, besides costs.
(6) Municipal franchise required.
No lighting or heating corporation or lighting or heating cooperative association shall have any right hereunder in any municipality until it has obtained a franchise or written consent for the erection or installation of its lines from such municipality.
(7) High-voltage transmission lines.
Any easement for rights-of-way for high-voltage transmission lines as defined under s. 196.491 (1) (f)
shall be subject to all of the following conditions and limitations:
The conveyance under ch. 706
and, if applicable, the petition under s. 32.06 (7)
, shall describe the interest transferred by specifying, in addition to the length and width of the right-of-way, the number, type and maximum height of all structures to be erected thereon, the minimum height of the transmission lines above the landscape, and the number and maximum voltage of the lines to be constructed and operated thereon.
In determining just compensation for the interest under s. 32.09
, damages shall include losses caused by placement of the line and associated facilities near fences or natural barriers such that lands not taken are rendered less readily accessible to vehicles, agricultural implements and aircraft used in crop work, as well as damages resulting from ozone effects and other physical phenomena associated with such lines, including but not limited to interference with telephone, television and radio communication.
In constructing and maintaining high-voltage transmission lines on the property covered by the easement the utility shall:
If excavation is necessary, ensure that the top soil is stripped, piled and replaced upon completion of the operation.
Restore to its original condition any slope, terrace, or waterway which is disturbed by the construction or maintenance.
Insofar as is practicable and when the landowner requests, schedule any construction work in an area used for agricultural production at times when the ground is frozen in order to prevent or reduce soil compaction.
Clear all debris and remove all stones and rocks resulting from construction activity upon completion of construction.
Satisfactorily repair to its original condition any fence damaged as a result of construction or maintenance operations. If cutting a fence is necessary, a temporary gate shall be installed. Any such gate shall be left in place at the landowner's request.
Repair any drainage tile line within the easement damaged by such construction or maintenance.
Pay for any crop damage caused by such construction or maintenance.
Supply and install any necessary grounding of a landowner's fences, machinery or buildings.
The utility shall control weeds and brush around the transmission line facilities. No herbicidal chemicals may be used for weed and brush control without the express written consent of the landowner. If weed and brush control is undertaken by the landowner under an agreement with the utility, the landowner shall receive from the utility a reasonable amount for such services.
The landowner shall be afforded a reasonable time prior to commencement of construction to harvest any trees located within the easement boundaries, and if the landowner fails to do so, the landowner shall nevertheless retain title to all trees cut by the utility.
The landowner shall not be responsible for any injury to persons or property caused by the design, construction or upkeep of the high-voltage transmission lines or towers.
The utility shall employ all reasonable measures to ensure that the landowner's television and radio reception is not adversely affected by the high-voltage transmission lines.
The utility may not use any lands beyond the boundaries of the easement for any purpose, including ingress to and egress from the right-of-way, without the written consent of the landowner.
The rights conferred under pars. (c)
may be specifically waived by the landowner in an easement conveyance which contains such paragraphs verbatim.
Upon complaint by a company that a regulation by a municipality under sub. (1r)
is unreasonable, the commission shall set a hearing and, if the commission finds that the regulation is unreasonable, the regulation shall be void. Subject to pars. (am)
, if the commission determines that a municipal regulation that was in effect on January 1, 2007, and immediately prior to January 9, 2008, or that a community standard, as demonstrated through consistent practice and custom in the municipality, that was in effect on January 1, 2007, and immediately prior to January 9, 2008, is substantially the same as the municipal regulation complained of, there is a rebuttable presumption that the latter regulation is reasonable.
A municipal regulation is unreasonable if it has the effect of creating a moratorium on the placement of company lines or systems under sub. (1r)
or on the entrance into the municipality of a video service provider, as defined in s. 66.0420 (2) (zg)
, or is inconsistent with the purposes of s. 66.0420
Notwithstanding sub. (2)
, a municipal regulation is unreasonable if it requires a company to pay any part of the cost to modify or relocate the company's facilities to accommodate an urban rail transit system.