Boards of trade.
An incorporated board of trade shall have the right to establish reasonable bylaws or rules for the government of the business transactions of its members, and to establish committees of reference or arbitration for the determination of differences and controversies according to the usages of other similar bodies. And any award by such committee on arbitration, made according to such bylaws and rules, may be filed in the circuit court of the county and judgment entered thereupon according to the practice and subject to review as provided in case of awards under ch. 788
History: 1979 c. 32
s. 92 (15)
Lyceum, libraries and art galleries.
Any corporation formed for the establishment and maintenance of lyceums, libraries, art galleries and the like shall have power to make bylaws for the protection of its property, and to provide fines upon its members or patrons for their infraction by way of liquidated damages; and may collect the same in a tort action.
Any corporation formed for the establishment and maintenance of schools, academies, seminaries, colleges or universities or for the cultivation and practice of music shall have power to enact bylaws for the protection of its property, and provide fines as liquidated damages upon its members and patrons for violating the bylaws, and may collect the same in tort actions, and to prescribe and regulate the courses of instruction therein, and to confer such degrees and grant such diplomas as are usually conferred by similar institutions or as shall be appropriate to the courses of instruction prescribed, except that no corporation shall operate or advertise a school that is subject to s. 38.50 (10)
without complying with the requirements of s. 38.50
. Any stockholder may transfer his or her stock to the corporation for its use; and if the written transfer so provides the stock shall be perpetually held by the board of directors with all the rights of a stockholder, including the right to vote.
Universities and colleges may unite. 182.029(1)
Any university or college may receive any other university or college, upon resolution of the board of trustees of both institutions, as a branch of the former, and shall be subject to such rules, regulations, agreements and liabilities as may be agreed upon. The receiving university or college may grant such diplomas and confer such degrees as shall be appropriate to courses of instruction prescribed and pursued in such received university or college, and any such university or college so received may upon such terms as shall be agreed to by its corporate members and trustees sell, or give an option to purchase, all its property, business and effects to such receiving college or university.
Any privately supported school, academy or seminary may receive any other privately supported school, academy or seminary upon resolution of the board of trustees of both institutions, as a branch of the former, and shall be subject to such rules, regulations, agreements and liabilities as may be agreed upon. Any such privately supported school, academy or seminary so received may, upon such terms as shall be agreed to by two-thirds of its corporate members and trustees, convey all its property, business and effects to such receiving school, academy or seminary.
Corporations having church affiliations.
Whenever any corporation shall be formed for the benefit of, or be in any manner connected with, any church or religious denomination or society, its articles of organization may provide that it shall be under the supervision and control of such church, denomination or society; and that the officers or trustees be communicants thereof.
Railway equipment companies. 182.031(1)
Directors; stocks; bonds.
The board of directors of any corporation organized under the laws of this state for the purpose of buying, selling, leasing or in any manner dealing in railway cars, locomotive engines or other railway equipment may classify or divide its property into series or classes, and suitably designate each such series or class; and may, by a resolution, ratified by vote of a majority of its common stock, authorize the issue of a special or a preferred stock based in whole or in part upon any such class or series, with such provision as to preference dividends out of the earnings of or profits upon the property of the series or class upon which such stock is based, and with such voting power, if any, and other such rights and provisions generally as may be defined in said resolution; and such stock may be issued in as many classes or series as the said corporation may have classes or series of equipment property, and in such amount as to each series or class as may be stated in said resolution, and the same may be issued from time to time and sold or disposed of in such manner and upon such terms as said board shall determine; and every such corporation shall have the power to issue, in like manner, its bonds or obligations for such amount and upon such terms as shall be defined by the resolution, and may secure the same by mortgage or deed of trust upon all of its property then owned or thereafter to be acquired, or upon any one or more of the classes or series of its property, or it may issue and secure both said general and special bonds or obligations in like manner.
(2) Powers; place of business.
Every such corporation shall possess all the rights and powers conferred upon corporations by chs. 180
. 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.
Title to property after dissolution. 182.104(1)
Whenever any domestic corporation shall have been dissolved, owning any real property in this state, the resolution of dissolution required by s. 182.103
, 1953 stats., to be recorded with the register of deeds of the county in which such corporation is located, or in the case of any corporation which was dissolved prior to June 29, 1945, owning any interest in real estate, the affidavit of the person who was the president or the secretary of such corporation at the date of its dissolution stating the names of the persons holding stock in said corporation and the number of shares or proportional interest of said persons in the corporate property at such date, when recorded with the register of deeds of the county in which such corporation was located, shall be prima facie evidence of the title of said persons in said corporate property.
This section shall not affect the rights of creditors of the corporation, and shall not apply where any court has made disposition of the property, or where the property has been conveyed by the corporation, or distributed among the stockholders, and the conveyance is of record in the office of the register of deeds.
History: 1983 a. 192
Mutual telecommunications company; quorum; proxies.
At any meeting of the stockholders of a farmers' mutual telecommunications company, members representing 20 percent of the outstanding stock, shall constitute a quorum. Any member may hold and vote the proxy of not exceeding 3 stockholders.
History: 1985 a. 297
; 1999 a. 83
; 2009 a. 177
Mutual telecommunications company; dividends.
No dividend in excess of 7 percent of its capital shall be paid in any year by any farmers' mutual telecommunications company.
History: 1985 a. 297
; 1999 a. 83
; 2009 a. 177
Examination by attorney general and legislature.
The attorney general, whenever required by the governor, shall examine into the affairs of any corporation in this state and report in writing a detailed statement of the facts to the governor, who shall lay the same before the legislature, and for that purpose the attorney general may conduct hearings and examine the vaults, books, papers and documents belonging to such corporation or pertaining to its affairs and condition; and the legislature, or either house thereof, shall have like power at all times, and for that purpose any legislative committee may examine any person in relation to the affairs and condition of such corporation, and its vaults, safes, books, papers and documents, and compel the production of all keys, books, papers and documents by contempt proceedings.
History: 1983 a. 36
s. 96 (2)
Facsimile signatures on corporate obligations.
On any bond, note or debenture issued by a corporation organized or created under the laws of this state which is countersigned or otherwise authenticated by the signature of a trustee acting in connection with the issuance, the signatures of the officers of the corporation and its seal may be facsimiles. If any officer who has signed or whose facsimile signature has been placed upon a bond, note or debenture has ceased to be such officer before such bond, note or debenture is issued, it may be issued by the corporation with the same effect as if the former officer were such officer at the date of its issue.
History: 1993 a. 482
Transfers from joint tenants.
If any security issued by a corporation, whether or not organized or created under the laws of this state, is registered in the names of 2 or more individuals who are named in the registration as joint tenants, then any bank, broker, issuer, transfer agent or purchaser for value, acting either within or without this state in connection with a sale, exchange, transfer, redemption or retirement of such security, incurs no liability by treating the interest created by the registration as a joint tenancy and, if one or more of the named individuals is deceased, incurs no liability by treating the survivor or survivors as the owner or owners unless the bank, broker, issuer, transfer agent or purchaser for value has actual knowledge of a contrary adjudication under s. 867.04
History: 1971 c. 40
; 1971 c. 307
; 1987 a. 27
Stock transfers on books, how compelled.
Whenever it is made to appear to the circuit court by affidavit or otherwise that the proper officer or agent of an issuer, in violation of the issuer's duty under s. 408.401 (1)
has neglected or refused for 2 days after proper demand to register the transfer of a security, the court immediately shall issue an order requiring the officer or agent to show cause why the officer or agent should not register the transfer of the security. The court shall in the order prescribe the manner of its service and the date, not more than 10 days after the date of the order, when the issuer's officer or agent must show cause before the court. Unless the officer or agent at that time shows to the satisfaction of the court why the transfer should not be registered, the court shall order the officer or agent to register the transfer at a time and place the court deems reasonable.
History: 1993 a. 482
Turnpike act; title. Sections 182.30
shall be known and may be cited as the "Wisconsin Turnpike Corporation Act".
As used in ss. 182.30
, the following words and terms shall have the following meanings, unless the context shall indicate another or different meaning or intent:
"Corporation" or "turnpike corporation" means any corporation organized not for profit and without stock for the purposes and with the powers set forth hereunder.
"Cost" as applied to a turnpike project shall embrace the cost of construction, including bridges over or under existing highways and railroads, the cost of acquisition of all land, rights-of-way, property, rights, easements and interests acquired by the corporation for such construction, the cost of demolishing or removing any buildings or structures on land so acquired, including the cost of acquiring any lands to which such buildings or structures may be moved, the cost of diverting highways, interchange of highways, access roads to private property, including the cost of land or easements therefor, the cost of all machinery and equipment, financing charges, interest prior to, during and after construction, cost of traffic estimates and of engineering and legal expenses, plans, specifications, surveys, estimates of costs and revenues, other expenses, necessary or incidental to determining the feasibility or practicability of constructing any such project, administrative expenses, and such other expenses as may be necessary or incident to the construction of the project, the financing of such construction and the placing of the project in operation.
"Owner" includes all individuals, partnerships, associations, or corporations having any title or interests in any property, right, easement and interest authorized and required to be taken under authority of ss. 182.30
"Project" or "turnpike project" means any highway, express highway, superhighway or motorway constructed under the provisions of ss. 182.30
, including all bridges, tunnels, overpasses, underpasses, interchanges, entrance plazas, approaches, toll houses, service stations, weighing stations, administration, storage and other buildings and facilities which the corporation may deem necessary for the operation of the project, together with all property, rights, easements and interests which may be acquired by the corporation for the construction or the operation of the project.
"Revenues" shall mean all tolls, rentals, gifts, grants, moneys, and all other forms of property coming into the possession or under the control of the corporation by virtue of the terms and provisions hereof, except the proceeds from the sale of bonds issued under the provisions of ss. 182.30
History: 1983 a. 189
; 1993 a. 490
Turnpike corporations may be organized under ch. 181
and shall have the powers enumerated therein except as otherwise provided in ss. 182.30
Such corporation shall have the following additional powers:
To construct, maintain, repair, police and operate turnpike projects as hereinbefore defined, upon such routes as are agreed to by the department of transportation by and with the written consent of the governor; and to establish rules and regulations for the use of any such turnpike project.
To fix, devise, charge and collect tolls for transit over each turnpike project and to provide and issue special licenses authorizing transit over the turnpike project without the payment of such tolls during the period specified in the license and to fix and devise fees to be charged for such licenses.
To designate the locations, and to establish, limit and control such points of ingress and egress from each turnpike project as may be necessary or desirable in the judgment of the corporation to insure the proper operation and maintenance of such project, and to prohibit ingress to such project from any point not so designated. The corporation shall cause to be erected, at its cost, at all points of ingress and egress, large and suitable signs facing the traffic from each direction on the turnpike. Such signs shall designate the number and other designations, if any, of all highways of ingress and egress, the names of all appropriate municipalities of the state and the distance in miles to such designated municipalities.
To employ consulting engineers, superintendents, managers, and such other engineers, construction and consultant experts, attorneys, and other employees and agents as may be necessary in its judgment, and to fix their compensation; provided that all such expenses shall be payable solely from the proceeds of turnpike revenue bonds issued under the provisions of ss. 182.30
or from revenues.
State employees may be employed by the corporation with the consent of the governor and the department concerned. Such employees shall retain uninterrupted their civil service rating, sick leave, vacation and other rights under ch. 230
and after termination of their employment by the corporation shall be returned to the respective departments and agencies from which they were transferred for resumption of their regular employment.
To lease suitable parcels of land for or to construct and lease to private persons, after competitive bidding, gasoline stations, garages, stores, hotels, motels, restaurants, tourist rooming houses, and such other facilities as the corporation may deem to be necessary or desirable. The corporation shall have full power to determine the number and location of such facilities.
To receive and accept from any federal agency, subject to the approval of the governor, grants for or in aid of the construction or maintenance of any turnpike project, and to receive and accept aid, gifts or contributions from any source of either money, property, labor or other things of value, to be held, used and applied only for the purposes for which such grants and contributions may be made.
To do all acts and things necessary or proper to carry out the powers expressly or impliedly granted in ss. 182.30
Issuance of bonds. 182.34(1)(1)
The corporation is authorized to provide by resolution at one time or from time to time for issuance of turnpike revenue bonds in such amount as may be required to pay for all or part of the cost of any one or more turnpike projects. It is likewise authorized similarly to provide for the issuance of refunding bonds, to retire any bonds then outstanding at the principal amount thereof plus any redemption premium and accrued interest thereon; and to pay for all or part of the cost of future extensions, enlargements, or improvements of the project for which the bonds being refunded were issued.
The bonds to be so issued may be offered and sold by the corporation in such manner as is determined by the corporation to be most suitable and economical. The bonds shall be signed by the chairperson and vice chairperson of the corporation or by their facsimile signatures, and the official seal of the corporation shall be affixed thereto and attested by the secretary-treasurer of the corporation, and any coupons attached thereto shall bear the facsimile signature of the chairperson of the corporation. In case any officer whose signature or facsimile of whose signature appears on any bonds or coupons ceases to be such officer before the delivery of such bonds, such signature or such facsimile shall nevertheless be valid and sufficient, for all purposes the same as if that officer had remained in office until such delivery. All bonds issued under ss. 182.30
shall have and are hereby declared to have all the qualities and incidents of negotiable instruments under ch. 408
To the extent that the proceeds of any bonds sold exceed the cost of the project or projects for which such bonds were issued, those funds shall be applied to the credit of the sinking fund reserve or other reserve for such issue.
The corporation is authorized to take any action in connection with the mechanics of setting up and servicing the issuing of bonds which will provide proper and adequate protection for the purchasers, and which may be required by the circumstances then in force.
Turnpike revenue bonds and refunding bonds issued under the provisions of ss. 182.30
shall be payable solely from the funds pledged for their payment as herein authorized and shall not constitute a debt of the state or of any political subdivision of the state.
All expenses incurred by a turnpike corporation shall be payable solely from funds provided under the authority of ss. 182.30
and nothing contained in this act shall be construed to authorize a turnpike corporation to incur indebtedness or liability on behalf of or payable by the state or any political subdivision of the state.
Tolls and license fees authorized under s. 182.33 (2)
shall be so fixed and adjusted in respect of the aggregate of tolls of each turnpike project including any extension or section thereof in connection with which the bonds of any issue shall have been issued as to provide a fund sufficient, with other revenue from the turnpike project or extensions or sections thereof, if any, to do the following:
Pay the cost of maintaining, repairing and operating the turnpike project or extension or section thereof, including the legal liabilities of the corporation.
Pay the principal of and the interest on the bonds described in par. (a) (intro.)
as those bonds shall become due and payable.
The tolls described in par. (a) (intro.)
shall not be subject to supervision or regulation by any commission, board, bureau or agency of the state.
The tolls and all other revenues derived from each turnpike project or extensions or sections in connection with which the bonds of any issue shall have been issued, except the amount necessary to pay the costs described in par. (a) 1.
and to provide reserves therefor as may be provided for in the resolution authorizing the issuance of the bonds or in the trust agreement securing the bonds, shall be set aside in a sinking fund at regular intervals provided for in the resolution or trust agreement. The sinking fund shall be pledged to and charged with the payment of the principal of and the interest on the bonds as those bonds become due and the payment of the redemption price and the purchase price of bonds retired by call or purchase as provided for in the resolution or trust agreement.
The pledge of the sinking fund under par. (c)
shall be valid and binding from the time when the pledge is made. The tolls or other revenues or other moneys so pledged and thereafter received by the corporation shall immediately be subject to the lien of the pledge without any physical delivery thereof, or further act, and the lien of any such pledge shall be valid and binding as against all parties having claims of any kind in tort, contract or otherwise against the corporation. All trust agreements and all resolutions relating thereto shall be filed with the department of financial institutions and recorded in the records of the corporation.
All moneys received pursuant to the authority of ss. 182.30
, whether as proceeds from the sale of bonds, or as revenues, shall be deemed to be trust funds, to be held and applied solely as provided in ss. 182.30
. Such funds shall be kept in such depositories as are selected by the corporation.
Any holder of bonds issued under the provisions of ss. 182.30
or any of the coupons appertaining thereto, and the trustee under any trust agreement, except to the extent the rights herein given may be restricted by such trust agreement, may, either at law or in equity, by suit, action, mandamus or other proceedings, protect and enforce any and all rights under the laws of the state or granted hereunder or under such trust agreement or the resolution authorizing the issuance of such bonds, and may enforce and compel the performance of all duties required by ss. 182.30
or by such trust agreement or resolution to be performed by the corporation or by any officer thereof, including the fixing, charging and collecting of tolls.
The issuance of turnpike revenue bonds or turnpike revenue refunding bonds under the provisions of ss. 182.30
need not comply with the requirements of any other law applicable to the issuance of bonds.
History: 1993 a. 184
; 1995 a. 27
Acquisition of lands and interests therein. 182.35(1)(1)
Turnpike corporations may acquire by gift, devise, purchase or condemnation any lands determined by them to be necessary for establishing, laying out, widening, enlarging, extending, constructing, reconstructing, improving and maintaining its project including lands which may be necessary for toll houses and appropriate concessions and for any other purpose authorized by ss. 182.30
. Title may be acquired in fee simple and any other interest in lands may be acquired as may be deemed expedient or necessary by the corporation. Any lands determined to be unneeded by the corporation may be sold by the corporation at public or private sale with or without restrictions or reservations concerning the future use and occupation of such lands so as to protect the project and improvements and their environs and to preserve the view, appearance, light, air and usefulness of the project.
If the lands or interests therein cannot be purchased expeditiously for a reasonable price, the corporation may acquire the same by condemnation under ch. 32
Authority to construct grade separations and relocate public roads, streets, highways, railroads and public utilities. 182.36(1)(1)
It is declared that the construction of modern toll roads in this state is in the promotion of public and social welfare and for the benefit of public travel. It is recognized that in the construction of such highways, it will become necessary to make changes and adjustments in the lines and grades of public roads, streets, highways, railroads and public utility systems and, in some instances, to relocate the same.
In the furtherance of the public interest, the corporation is hereby granted the authority to construct grade separations at intersections of any turnpike project with public roads, streets, highways and railroads and to change and adjust the lines and grades of public roads, streets and highways, and, if necessary, to relocate the same. Such changes in public roads, streets and highways shall be made with the approval of the appropriate governmental highway or street authority. If the corporation and local authority cannot agree in any matter, such changes may be made with the consent of the department of transportation. The cost of the grade separations and changes and any damages incurred thereby shall be ascertained and paid by the turnpike corporation as a part of the cost of such turnpike project.
The corporation may enter into contracts with public utilities, including railroads, for the removal or change in location of the lines of such public utilities where the same is deemed necessary by the corporation in the construction of the project. Such contracts shall be for the payment of damages caused the utilities by the relocation of their lines. In the event the corporation and the utility are unable to reach an agreement, the public service commission shall direct the manner, location and time allowed for the change in the utility line and the corporation shall be liable for the reasonable costs of such change. In the event the public utility fails to comply with the order of the public service commission it shall be liable to the corporation for all damages occasioned by such failure.
History: 1977 c. 29
s. 1654 (8) (c)
Rights of public utilities.
All public utilities shall have the right to cross the lands or easements of the corporation with any lines at such reasonable place and in such reasonable manner, either over or under the project, as the corporation may direct upon payment of damages to the corporation. In cases of dispute, utilities shall have the right to condemn easements under ch. 32
but such easements shall not conflict with the planned operation, or operation of the project.
Entry upon lands.
The turnpike corporation by its authorized agents and employees may enter upon any lands in the state for the purpose of making such surveys and examinations as are necessary or proper for the purposes of ss. 182.30
. Such entry shall not be deemed a trespass nor entry under any kind of condemnation proceedings which may be then pending. The corporation shall make reimbursement for any actual damage resulting to such lands or premises and to private property located on the same as a result of such activities.
Use of state lands.
This state, subject to the approval of the governor, hereby consents to the use of all lands owned by it, including lands lying under water which are necessary or proper for the operation and construction of any turnpike project provided adequate compensation is made for such use.
Toll exemptions. 182.40(1)(1)
The following government agencies are to be exempt from the payment of tolls: All armed forces of the United States including the Wisconsin national guard and national guard units from other states; the Wisconsin state defense force; and civilian defense organizations.
When not traveling on an emergency mission the corporation shall have the power to designate the time of such use, the length and timing of convoys, serials and march units, rate of march, and intervals, and make such other requirements as may be necessary to properly control traffic in the interest of general safety and convenience of travel.
The corporation shall have the power to exempt law enforcement officers and those operating emergency vehicles from the payment of tolls upon such conditions as it may direct.
History: 1987 a. 63
; 1997 a. 35
Corporation to be nonprofit.
All turnpike corporations shall be nonprofit corporations, that is, corporations formed without capital stock, operated not for profit and exclusively for the purposes set forth in ss. 182.30
and which declare no dividend, benefit or pecuniary profit to be paid to or received by any of their members, directors or officers.
Not to be considered public utilities.
Turnpike corporations are not to be subject to regulations under ch. 196
as a public utility.
Wherever a turnpike project divides the land of one owner so as to prevent ingress to and egress from said lands, the corporation is authorized to provide an underpass or culvert sufficient to provide ingress and egress between said lands. Plans for the existence of an underpass shall be admissible in evidence in condemnation proceedings.
Limitations on powers.
Turnpike corporations shall not have the power to secure any of their obligations by mortgage or pledge of all or any of their properties, either real, personal or mixed, except the pledging of tolls as herein provided.
On or before the first day of February of each year, the corporation shall make an annual report of its activities for the preceding calendar year to the department of financial institutions. Each such report shall set forth a complete operating and financial statement covering its operations during the year. The corporation shall cause an audit of its books to be made at least once each year by certified public accountants and the cost thereof may be treated as a part of the cost of the construction or of operations of the project.