RAILROADS; ORGANIZATION AND MANAGEMENT
Scope of chapter.
Who may organize; articles; fee.
Directors, election, eligibility, classes, term, powers.
Powers of railroads.
Powers of railroads; special cases.
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 employees 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.
Scope of chapter.
Each provision of this chapter applies only to the extent that it is not contrary to or inconsistent with federal law or the constitution of the United States.
History: 2005 a. 179
Who may organize; articles; fee. 190.01(1)
Any number of persons, not less than 5, 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 5.
Each director shall subscribe his or her name, place of residence and the number of shares of stock the person agrees to take in the corporation to the articles of organization. An affidavit of at least 3 of the named directors shall be annexed to the articles certifying that the signatures are genuine and that it is intended in good faith to construct or maintain and operate the railroad mentioned in the articles of organization.
The articles of incorporation and amendments thereto shall be filed with the department of financial institutions; in the case of articles, the department of financial institutions 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. 190.015(1)(1)
The stock, property, affairs and business of every railroad corporation shall be managed by directors who shall be chosen by the stockholders from among their number, at the time and place provided by the articles of organization or the bylaws.
The trustees shall hold office for the term provided by the articles or bylaws and until their respective successors are chosen. The directors may be divided into 3 classes, each of which shall be composed, as nearly as may be possible, of one-third of the directors. The term of office of the first class shall expire in one year, the 2nd in 2 years, and the 3rd in 3 years. At each annual election thereafter, a number of directors shall be elected for 3 years equal to the number whose term of office shall then expire. All other vacancies shall 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 the term prescribed by the articles or bylaws. The directors may fill any vacancy in their board, happening after any regular annual election, until the next succeeding election.
History: 1997 a. 254
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, subject to the limitation that any bridge erected over any highway or street shall leave a clear passageway at least 20 feet wide or 2 passageways, each not less than 14 feet in width, and subject to any other limitation on such construction provided by law.
(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.
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 and air transportation. 190.02(11)(a)(a)
To own and operate motor vehicles for the purpose of transporting persons and property upon the public highways, for hire, subject to ch. 194
To own and operate equipment for, and engage in, aerial transportation.
To purchase and own the capital stock and securities of corporations organized for, or engaged in, the businesses specified in pars. (a)
Mineral estates reserved by railroad corporations from lands received from the public domain is discussed. 69 Atty. Gen. 204.
Powers of railroads; special cases. 190.025(1)
Railroad property acquired under mortgage or trust deed.
In case of a sale of any interest in railroad property by virtue of any trust deed or mortgage under s. 190.02 (9)
, the purchasers and their associates, successors and assigns shall have, exercise and enjoy all rights, privileges, grants, franchises, immunities and advantages mentioned in the trust deed or mortgage which were possessed by the corporation that executed that instrument, so far as those rights, privileges, grants, franchises, immunities and advantages relate or appertain to that portion or line of road purchased at that sale, as fully and absolutely in all respects as the corporation that executed that instrument might have done if the sale had not taken place.
(2) Railroads acquired through judicial proceedings and reorganized railroads. 190.025(2)(a)(a)
This subsection applies to any of the following:
A railroad corporation organized to and which shall acquire, directly or by mesne conveyances, the property of another railroad corporation sold in judicial proceedings.
A railroad corporation reorganized under the federal bankruptcy act which, under a plan of reorganization as confirmed by the act, shall have been authorized to put into effect and carry out the plan of reorganization, or a new railroad corporation which shall be organized for the like purpose.
A railroad corporation that is subject to this subsection shall have all powers conferred by law upon railroad corporations. The railroad corporation may issue, sell, pledge or otherwise dispose of its evidences of debt, at such times, in such amounts, for such considerations and upon such terms and conditions as the board of directors of the corporation shall determine, and as shall be authorized by the office, or the federal surface transportation board 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. The evidences of debt may be convertible, at the option of the holder, into stock, and shares of stock. The shares may have a nominal or par value or, if the shares are shares of common stock, be without nominal or par value. The shares may be of such classes, with such rights and voting powers as may be expressed in the corporation's articles or any amendment thereto.
A railroad corporation reorganized under the federal bankruptcy act may elect to file a certified copy of the plan of reorganization as confirmed by the federal bankruptcy act with the department of financial institutions. The filing of the plan 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. A reorganized railroad corporation shall, upon filing the plan of reorganization, have all powers necessary to put into effect and carry out the plan of reorganization in all respects. The fees for filing the copy of the plan of reorganization shall be the same as prescribed in s. 190.01 (3)
Filing the plan of reorganization under subd. 1.
shall not preclude the reorganized corporation from amending its charter or articles in the manner provided by law.
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, that owns more than 50% 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 the other corporation.
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, that owns with other railroad corporations more than 50% 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 the other corporation, and to join with the other railroad corporations in guaranteeing the payment of principal and interest of bonds or other obligations of the other corporation.
History: 1997 a. 254
; 2005 a. 179
Office in state; books produced.
Any railroad corporation existing under the laws of this state shall produce before the office of the commissioner of railroads, the legislature, or any committee of either house, or any court of record, its books of account and stock books, or so many and such parts thereof as may be required by them, or in the discretion of the office of the commissioner of railroads, legislature, committee or court, transcripts from such books, or such parts thereof as may be called for, duly authenticated; and each such railroad corporation shall designate some office within this state as its principal office and inform the office of the commissioner of railroads of such designation, and shall keep there or at the office of its transfer agents or registrars a list of its stockholders, giving the names and addresses of its stockholders, together with a statement of the number and class of shares of its stock held by each of them, as shown by its books. A failure or refusal to comply with any of the foregoing provisions shall be cause of forfeiture of its franchises.
Special charter rights.
All railroad corporations shall have all peculiar rights and privileges granted to them respectively by their charters or any special law, not inconsistent with these statutes.