RAILROADS; ORGANIZATION AND MANAGEMENT
Who may organize; articles; fee.
Directors, election, eligibility, classes, term, powers.
Powers of railroads.
Office in state; books produced.
Special charter rights.
Railroads; powers in other states.
Branches and extensions.
Railroad consolidation; sale or lease of property.
Railroad ferries on Lake Michigan.
Streams, highways, restored.
Clearance of wrecks or derailments; restoration of damaged property.
Railroad cattle pass, abandonment.
Railroad fixtures, after-acquired property, lien on.
Railroad conveyances, how executed and filed.
Stock; sale to employes and subsidiaries.
Report to stockholders.
Inspection of books.
Right-of-way through public lands.
Industrial spur tracks.
In this chapter:
"Office" means the office of the commissioner of railroads.
Who may organize; articles; fee. 190.01(1)
Any number of persons, not less than five, 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:
The places from and to which such railroad is to be constructed or maintained and operated.
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.
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.
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 five; and each such person shall subscribe thereto the person's name, place of residence and the number of shares of stock the person agrees to take in such corporation. There shall be annexed to such articles an affidavit of at least three of the directors therein named that the signatures thereto are genuine and that it is intended in good faith to construct or maintain and operate the railroad therein mentioned.
The articles of incorporation and amendments thereto shall be filed with the department of revenue; in the case of articles, the department of revenue 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 (1) (a)
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.
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.
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.
Directors, election, eligibility, classes, term, powers.
The stock, property, affairs and business of every such railroad corporation shall be managed by directors who shall be chosen by the stockholders from among their number, at such time and place as shall be provided by the articles of organization or the bylaws, and shall hold for the term provided therein and until their respective successors are chosen. The directors may be divided into three classes, each of which shall be composed, as nearly as may be, of one-third of the directors; the term of office of the first class to expire in one year, of the second in two years, and of the third in three years. At each annual election thereafter a number of directors shall be elected for three years equal to the number whose term of office shall then expire; all other vacancies to be filled in accordance with the bylaws. The directors shall choose one of their number president and such other officers as the corporate articles and bylaws require, for such term as shall be prescribed thereby; and may fill any vacancy in their board, happening after any regular annual election, until the next succeeding election.
Stockholders' meetings. 190.016(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.
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.
History: 1993 a. 482
Powers of railroads.
Every public railroad corporation shall have the powers conferred on corporations in ch. 180
and in addition thereto shall have power:
(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.
(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.
(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.
(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.
(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; to carry any highway, street or road which it shall intersect over or under its tracks as may be most expedient for the public good; to change the course and direction of any highway, street or road when made necessary or desirable by the construction of the railroad and acquire land necessary therefor; provided, such highway or road be not so changed from its original course more than six rods, nor its distance thereby lengthened more than five rods; and provided, further, that every bridge erected over any highway or street shall leave a clear passageway at least twenty feet wide or two passageways, each not less than fourteen feet in width.
(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.
(7) Motive power.
To operate its railroad by any power; and to do all the business incident to railroad corporations.
To erect and maintain all necessary and convenient buildings, stations, fixtures and machinery for the accommodation and use of passengers, freight and business.
To borrow money upon such terms as the corporation or board of directors shall authorize as necessary or expedient, and to execute trust deeds or mortgages on any railroads or parts thereof constructed or in process of construction, for amounts borrowed or owing by the corporation and thereby transfer or mortgage its property, rights, privileges, franchises, immunities, exemptions and appurtenances, used in connection with such railroads, then belonging to the corporation or which may thereafter belong to it, as security for any debt therein mentioned in such manner as the corporation or directors shall think proper.
In case of sale by virtue of any such trust deed or mortgage the purchasers and their associates, successors and assigns shall thereafter have, exercise and enjoy all rights, privileges, grants, franchises, immunities and advantages mentioned in such instruments which were possessed by such corporation, so far as the same relate or appertain to that portion or line of road purchased at such sale, as fully and absolutely in all respects as such corporation might have done if such sale had not taken place.
Any railroad corporation organized to and which shall acquire, directly or by mesne conveyances, the property of another railroad corporation sold in judicial proceedings, or any railroad corporation reorganized under the federal bankruptcy act which 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 any new railroad corporation which shall be organized for the like purpose, shall have all powers by law conferred upon railroad corporations, and may, at such times, in such amounts, for such considerations and upon such terms and conditions as the board of directors of said corporation shall determine, and as shall be authorized by the office, or in the case of a railroad corporation organized for the purpose of acquiring a railroad engaged in interstate commerce, or any existing railroad corporation reorganized under the act and acquiring railroad property used in interstate commerce, by the interstate commerce commission, as the case may be, issue, sell, pledge or otherwise dispose of its evidences of debt, which may be convertible, at the option of the holder, into stock, and shares of stock, which shares may have such nominal or par value or if the same be common stock, be without nominal or par value, and may be of such classes, with such rights and voting powers as may be expressed in its articles or any amendment thereto. In the case of a railroad corporation reorganized as aforesaid, the filing with the department of financial institutions of a certified copy of the plan of reorganization as confirmed by the federal bankruptcy act, if it shall so elect, shall accomplish and evidence the amendment of its charter or articles of incorporation without the necessity for any other or further action, corporate or otherwise, with respect thereto. Such reorganized railroad corporation shall thereupon have all powers necessary to put into effect and carry out such plan of reorganization in all respects but such filing of the plan of reorganization shall not preclude such existing corporation from amending its charter or articles in the manner now provided by law. The fees for filing such copy of plan of reorganization shall be the same as prescribed in s. 190.01 (3)
To procure insurance in its own behalf on all the property upon its route for which it may be liable in damages for injury caused thereto by fires set or caused by the operation of its road.
(11) Operate buses.
Any railroad company may own and operate motor vehicles for the purpose of transporting persons and property upon the public highways, for hire, subject to ch. 194
; and may also own and operate equipment for, and engage in, aerial transportation. Any railroad company may purchase and own the capital stock and securities of corporations organized for, or engaged in, the business specified in this subsection.
(12) Guarantee securities.
Any railroad corporation organized and existing under the laws of this state or existing by consolidation of different railroad corporations under the laws of this state and any other state, and which owns singly or with other railroad corporations more than fifty per cent of the capital stock of another corporation, the capital stock of which it is authorized to own, is authorized by action of its board of directors to guarantee the payment of the principal and interest of bonds or other obligations of such other corporation, the capital stock of which is so owned by it, and to join with such other railroad corporations in guaranteeing the payment of principal and interest of bonds or other obligations of such other corporation, more than fifty per cent of the capital stock of which is owned by it and such other railroad corporations.