Mutual telecommunications company; quorum; proxies.
Mutual telecommunications company; dividends.
Examination by attorney general and legislature.
Facsimile signatures on corporate obligations.
Transfers from joint tenants.
Stock transfers on books, how compelled.
Turnpike act; title.
Issuance of bonds.
Acquisition of lands and interests therein.
Authority to construct grade separations and relocate public roads, streets, highways, railroads and public utilities.
Rights of public utilities.
Use of state lands.
Corporation to be nonprofit.
Not to be considered public utilities.
Limitations on powers.
Motor vehicle laws to apply.
State may acquire.
Establishment of foreign trade zones.
Wisconsin Valley Improvement Company.
The Chippewa and Flambeau Improvement Company.
Corporations and trusts prohibited from owning or carrying on farming operations. 182.001(1)
No corporation or trust may own land on which to carry on farming operations under sub. (3)
or carry on farming operations under sub. (3)
, unless the corporation or trust meets the following standards:
Its shareholders or beneficiaries do not exceed 15 in number. Lineal ancestors and lineal descendants, whether by blood or by adoption, and aunts, uncles and 1st cousins thereof count collectively as one shareholder or beneficiary for purposes of this paragraph, but this collective authorization shall not be used for more than one family in a single corporation or trust.
It does not have more than 2 classes of shares.
All its shareholders or beneficiaries, other than any estate, are natural persons.
Notwithstanding the prohibition in sub. (1)
, a corporation or trust may own land on which to carry on farming operations if the land is acquired by bequest or devise or is acquired in the regular course of business in partial or full satisfaction of any mortgage, lien or other encumbrance held or owned by the corporation or trust on the land, provided the land is sold or otherwise transferred within 5 years after such acquisition and provided the sale or transfer can be made at fair market value.
This section does not apply to a small business investment corporation, or to any corporation acting as a personal representative or trustee or in any similar fiduciary capacity where the trust meets the standards under sub. (1)
Acquired by a corporation in the normal expansion of land owned by the corporation and used for agricultural purposes on June 5, 1974, provided that such expansion does not increase the acreage of such land by more than 20% in any 5-year period.
Acquired by a corporation to meet pollution control requirements.
This section does not apply to farms engaged primarily in research, breeding operations or the production of any crop primarily for seed.
This section does not apply to agricultural land acquired by a corporation or trust for expansion or other corporate or trust business purposes and such land may be used for farming operations if leased to a person not prohibited from engaging in farming operations under sub. (3)
This section does not apply to the use of land prohibited under sub. (3)
when such use is incidental to the principal purpose for which the property is held and which purpose is not prohibited by sub. (3)
(3) Prohibited activities.
Those farming operations prohibited under this section are the production of dairy products not including the processing of such dairy products; the production of cattle, hogs and sheep; and the production of wheat, field corn, barley, oats, rye, hay, pasture, soybeans, millet and sorghum.
(4) Penalty for noncompliance.
Any corporation or trust violating this section or any injunction or order issued under this section shall forfeit not more than $1,000 for each violation. Each day of violation shall constitute a separate offense. In addition, the district attorney of any county in which a corporation or trust has acquired land on which to carry on farming operations or in which a corporation or trust commences farming operations shall bring an action to enjoin such operations when it appears there is probable cause to believe that a violation of this section has occurred. The court may permit normal farming operations to be carried on when necessary to prevent loss or damage in any instance arising under this subsection. The action also shall request a court order requiring the corporation or trust to divest itself of such land within a reasonable period of time.
Housing corporations. 182.004(1)
The articles of a corporation formed for the purpose of acquiring land, platting the same, erecting houses thereon and otherwise improving and developing the same, shall state that the purpose is to form a housing corporation under these statutes. The articles shall further provide for the issuance of preferred stock, and for the payment of dividends thereon, at a specified rate, before dividends are paid upon common stock, and for the accumulation of such dividends. No preference shall be given to such preferred stock in the distribution of the corporate assets other than profits.
Such corporation shall have the powers enumerated in ss. 180.0302
, except as herein provided otherwise.
Such corporation shall have the following additional powers:
To acquire land and plat the same, laying out streets, lots, playgrounds and such other subdivisions as it may deem best; but no plat shall be valid until approved by the public land commission or city planning commission of the city in which the property of such corporation is located, or if such land be located within 6 miles of a 1st class city, by the public land commission or city planning commission of the 1st class city, if there be a public land commission or city planning commission in the city, and until accepted by the common council of the city within which the land is located, or if within 6 miles of a 1st class city, until accepted by the common council of such 1st class city; and no land shall be acquired by the corporation in any city or within 6 miles from the boundary of a city that has a local health department, as specified in s. 250.01 (4) (a) 2.
, unless the location of such land has been approved by the local health department as a healthful location.
To improve and develop said land for residential purposes; but no single dwelling shall be erected, the cost of which shall exceed $10,000, and sufficient ground space must be provided to furnish adequate air and light to the tenants thereof.
To lease for indefinite periods parcels of land owned by it together with improvements thereon.
To do all such other things as are reasonably necessary and proper to carry out the powers of said corporation, not inconsistent with the provisions of this section.
To hold its first meeting and transact business with its members at any time after one-fourth of its capital stock shall have been subscribed; and may transact business with others than its members when one-fourth of its capital stock shall have been duly subscribed and one-tenth of its authorized capital stock actually paid in.
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% 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 per cent 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 per cent per year shall be paid except to a tenant stockholder. There shall also be annually set aside 10 per cent 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 per cent 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)
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 formation records. 182.01(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
;no registration statement, amendment of a registration statement, or written notice of withdrawal under s. 178.40
; 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) Furnish certified copies; fees.
The department shall make a copy of any resolution, deed, bond, record, document or paper deposited or kept by the department under this section, upon request, attach a certificate and collect 50 cents per page and $5 for a certificate; if a copy is not to be certified and if the reproduction is performed by the department, then collect a fee to cover the actual and necessary cost of reproduction and actual and necessary cost of transcription required to produce the copy or $2, whichever is greater; also to record any document authorized or required by law to be recorded in the department, and to charge a fee of $1 per page. The fee for certified copies of certificates of incorporations or amendments, licenses of foreign corporations, or similar certificates, and for certificates as to results of searches of the records and files of the department, when a printed form is used, shall be $5, but when a specially prepared form is required the fee shall be $10. Telegraphic reports as to results of record searches shall be $5 plus the cost of the telegram. The department shall charge and collect for preparing any record or certificate under this subsection in an expeditious manner, an expedited service fee of $25 in addition to the fee otherwise required under this subsection, except that only one expedited service fee may be charged for multiple identical corporation or limited partnership certificates of status if the certificates of status are requested at the same time and issued at the same time.
(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.
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.