1997 WISCONSIN ACT 140
An Act to repeal 801.11 (7); to renumber chapter 184 (title), 184.01 to 184.05, 184.07 to 184.11, 184.13 and 184.15; to renumber and amend 184.06, 184.12 and 184.14; to amend 20.155 (1) (g), 20.155 (2) (g), 87.01 (7), 182.025 (1), 182.031 (2), 182.70 (9) (a), 182.71 (7) (c), 195.60 (2), 196.02 (7), 196.195 (1), 196.195 (5), 196.202 (2), 196.203 (1), 196.203 (3) (a), 196.203 (4), 196.795 (5) (a), 196.795 (5) (b), 196.80 (1m) (d), 196.85 (1), 196.85 (2), 893.33 (5) and 946.82 (4); and to create 59.43 (1) (v), 77.25 (20), chapter 184 and 706.03 (3m) of the statutes; relating to: the adoption of the Uniform Unincorporated Nonprofit Association Act; the authority of nonprofit associations to acquire, hold and transfer property; the liability of nonprofit associations and their members; and the ability of nonprofit associations to sue and to be sued.
The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:
140, s. s. 1
20.155 (1) (g) of the statutes is amended to read:
20.155 (1) (g) Utility regulation. The amounts in the schedule for the regulation of utilities. Ninety percent of all moneys received by the commission under s. 184.10 (3), 196.85 or, 196.855 or 200.10 (3) shall be credited to this appropriation. Ninety percent of all receipts from the sale of miscellaneous printed reports and other copied material, the cost of which was originally paid under this paragraph, shall be credited to this appropriation.
140, s. s. 2
20.155 (2) (g) of the statutes is amended to read:
20.155 (2) (g) Railroad regulation and general program operations. The amounts in the schedule for railroad regulation under chs. 189 to 192 and 195 and general program operations of the office of the commissioner of railroads. Ninety percent of all moneys received by the office under s. 184.10 (3) or, 195.60
or 200.10 (3) shall be credited to this appropriation.
140, s. s. 3
59.43 (1) (v) of the statutes is created to read:
59.43 (1) (v) Record and index statements of authority under s. 184.05.
140, s. s. 4
77.25 (20) of the statutes is created to read:
77.25 (20) Made under s. 184.15.
140, s. s. 5
87.01 (7) of the statutes is amended to read:
87.01 (7) "Public service corporation" means any corporation specified in s. 184.01 200.01.
140, s. s. 6
182.025 (1) of the statutes is amended to read:
182.025 (1) Any domestic corporation formed to furnish water, heat, light, power, telegraph or telecommunications service or signals by electricity may, subject to the provisions of ch. 184 200 and by an affirmative vote of at least two-thirds of its outstanding shares entitled to vote thereon, or any cooperative association organized under ch. 185 to furnish water, heat, light, power, telegraph or telecommunications service to its stockholders or members only may, by a vote of a majority of a quorum of its stockholders or members present at any regular or special meeting held upon due notice as to the purpose of the meeting or when authorized by the written consent of the holders of a majority of its capital stock outstanding and entitled to vote or of a majority of its members, mortgage or trust deed any or all of the property, rights and privileges and franchises that it may then own or thereafter acquire, to secure the payment of its bonds or notes to a fixed amount or in amounts to be from time to time determined by the board of directors, and may, in and by such mortgage or deed of trust, provide for the disposal of any of its property and the substitution of other property in its place. Every such mortgage or deed of trust may be recorded in the office of the register of deeds of the county in which such corporation is located at the time of such recording, and such record shall have the same effect as if the instrument were filed in the proper office as a chattel mortgage or financing statement, and so remain until satisfied or discharged without any further affidavit, continuation statement or proceeding whatever. For this purpose the location of such corporation shall be deemed to be: as to a corporation or a cooperative association not at the time subject to either s. 180.0501 or 185.08, the location designated in its articles as then in effect; as to a corporation subject to s. 180.0501, the location of its registered office; and as to a cooperative association subject to s. 185.08, the location of its principal office or registered agent as designated thereunder.
140, s. s. 7
182.031 (2) of the statutes is amended to read:
182.031 (2) Powers; place of business. Every such corporation shall possess all the rights and powers conferred upon corporations by chs. 180 and 184 200. It may have its principal place of business without the state. If its principal place of business is outside the state, process in actions against it may be served as provided in s. 180.1510 for service on a foreign stock corporation authorized to transact business in this state or upon the department of financial institutions as provided in s. 181.66 (2) for service upon a foreign nonprofit corporation.
140, s. s. 8
182.70 (9) (a) of the statutes is amended to read:
182.70 (9) (a) The company may, after certification from the commission according to the procedures under ss. 184.03 200.03 and 184.04 200.04, issue bonds or other obligations secured by pledge, assignment, mortgage or trust deed of its property.
140, s. s. 9
182.71 (7) (c) of the statutes is amended to read:
182.71 (7) (c) The company may, after certification from the commission according to the procedures under ss. 184.03 200.03 and 184.04 200.04, issue capital stock or negotiable bonds. The money received by the company upon account of capital stock or sale of its negotiable bonds shall be used to pay the original cost of purchase, construction or improvement of the reservoir system. All tolls collected under sub. (5) shall be applied only to the payment of cost of maintenance and operation of the system and payment of the net return on capital so that the capital stock and bonds of the corporation shall be maintained at par value at all times.
140, s. s. 10
Chapter 184 (title) of the statutes is renumbered chapter 200 (title).
140, s. s. 11
184.01 to 184.05 of the statutes are renumbered 200.01 to 200.05.
140, s. s. 12
184.06 of the statutes is renumbered 200.06, and 200.06 (2), as renumbered, is amended to read:
200.06 (2) The commission may attach to the issuance of any certificate under this chapter such terms, conditions or requirements as in its judgment are reasonably necessary to protect the public interest. Any public service corporation dissatisfied with any of the terms or conditions so imposed by the commission in such certificate of authority shall be limited in its remedy to an action to modify or set aside the commission order authorizing a certificate of authority, as provided by s. 184.08
200.08. Any public service corporation issuing securities pursuant to any certificate of authority, not having brought any such action to set aside such order, shall be deemed thereby to have waived any and all objections to the terms, conditions and requirements contained in such certificate of authority.
140, s. s. 13
184.07 to 184.11 of the statutes are renumbered 200.07 to 200.11.
140, s. s. 14
184.12 of the statutes is renumbered 200.12 and amended to read:
200.12 Judicial sale of corporation, reorganization. Whenever the rights, powers, privileges and franchises of any domestic public service corporation shall be sold at judicial sale or pursuant to the foreclosure of a mortgage, the purchaser shall, within sixty days after such sale, organize a new corporation pursuant to the laws respecting corporations for similar purposes and shall convey to such corporation the rights, privileges and franchises which the former corporation had, or was entitled to have, at the time of such sale, and such as are provided by the statutes applicable thereto. The amount of securities which may be issued by the new corporation for the purpose of acquiring the property of the former corporation shall be determined in accordance with ss. 184.04, 184.05 200.04, 200.05 and
140, s. s. 15
184.13 of the statutes is renumbered 200.13.
140, s. s. 16
184.14 of the statutes is renumbered 200.14 and amended to read:
200.14 Validation of securities issued without certificate. Securities issued by any such corporation, for the issuance of which a certificate should have been, but through excusable neglect or mistake was not, applied for, may be validated by the commission upon application of such corporation, signed and verified by the president and secretary, and setting forth the information required by s. 184.05 200.05 (1), and in addition thereto a concise statement of the reasons why such application was not made at the time such securities were issued. If the commission shall find and determine that such failure to make application was due to excusable neglect or mistake, and was not occasioned by any design to evade compliance with the law, and that such issue was otherwise in accordance with law, the commission shall issue to the corporation a validating certificate.
140, s. s. 17
184.15 of the statutes is renumbered 200.15.
140, s. s. 18
Chapter 184 of the statutes is created to read:
nonprofit association act
184.01 Definitions. In this chapter:
(1) "Member" means a person who, under the rules or practices of a nonprofit association, may participate in the selection of persons authorized to manage the affairs of the nonprofit association or in the development of policy of the nonprofit association.
(2) "Nonprofit association" means an unincorporated organization consisting of 3 or more members joined by mutual consent for a common, nonprofit purpose. However, joint tenancy, tenancy in common, or tenancy by the entireties does not, by itself, establish a nonprofit association, even if the coowners share use of the property for a nonprofit purpose.
184.02 Supplementary general principles of law and equity. Principles of law and equity supplement this chapter, unless displaced by a particular provision of this chapter.
184.03 Territorial application. Real and personal property in this state may be acquired, held, encumbered and transferred by a nonprofit association, whether or not the nonprofit association or a member has any other relationship with this state.
184.04 Real and personal property; nonprofit association as legatee or beneficiary. (1) A nonprofit association in its name may acquire, hold, encumber or transfer an estate or interest in real or personal property.
(2) A nonprofit association may be a legatee or beneficiary of a trust or contract.
184.05 Statement of authority as to real property. (1) A nonprofit association may execute and record a statement of authority to transfer an estate or interest in real property in the name of the nonprofit association.
(2) An estate or interest in real property in the name of a nonprofit association may be transferred by a person so authorized in a statement of authority recorded in the office of the county register of deeds in which a transfer of the property would be recorded.
(3) A statement of authority must include all of the following:
(a) The name of the nonprofit association. The name of a nonprofit association as set forth in the statement of authority must contain the words "unincorporated association" or "unincorporated assoc." or end with the abbreviation "U.A." or "UA". The name may not contain language stating or implying that the nonprofit association is incorporated.
(b) The address in this state, including the street address, if any, of the nonprofit association or, if the nonprofit association does not have an address in this state, its address outside this state.
(c) The name or title of a person who is authorized to transfer an estate or interest in real property held in the name of the nonprofit association.
(d) The action, procedure or vote of the nonprofit association that authorizes the person to transfer the real property of the nonprofit association and that authorizes the person to execute the statement of authority.
(4) A statement of authority shall be executed in the same manner as a deed by a person who is not the person authorized by the statement of authority to transfer the estate or interest in real property.
(6) An amendment, including a cancellation, of a statement of authority must meet the requirements for execution and recording of an original statement. Unless canceled earlier, a recorded statement of authority or its most recent amendment is canceled by operation of law 5 years after the date of the most recent recording.
(7) If the record title to real property is in the name of a nonprofit association and the statement of authority is recorded in the office of the county register of deeds in which a transfer of real property would be recorded, the authority of the person named in a statement of authority is conclusive in favor of a person who gives value without notice that the person lacks authority.
184.06 Liability in tort and contract. (1) A nonprofit association is a legal entity separate from its members for the purposes of determining and enforcing rights, duties and liabilities in contract and tort.
(2) A person is not liable for a breach of a nonprofit association's contract merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.
(3) A person is not liable for a tortious act or omission for which a nonprofit association is liable merely because the person is a member, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.
(4) A tortious act or omission of a member or other person for which a nonprofit association is liable is not imputed to a person merely because the person is a member of the nonprofit association, is authorized to participate in the management of the affairs of the nonprofit association, or is a person considered to be a member by the nonprofit association.
(5) A member of, or a person considered to be a member by, a nonprofit association may assert a claim against the nonprofit association. A nonprofit association may assert a claim against a member or a person considered to be a member by the nonprofit association.