183.1204 (1) (intro.) The surviving limited liability company shall deliver to the secretary of state department articles of merger, executed by each party to the plan of merger, that include all of the following:
SECTION 4835b. 183.1301 of the statutes is amended to read:
183.1301 Execution by judicial act. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be filed under this chapter may petition the circuit court for the county in which the registered office of the limited liability company is located or, if no address is on file with the secretary of state department, in the circuit court for Dane county, to direct the execution and filing of the articles or other document. If the court finds that it is proper for the articles or other document to be executed and filed and that there has been failure or refusal to execute and file the document, the court shall order the secretary of state department to file the appropriate articles or other document.
SECTION 4838b. 185.01 (3m) of the statutes is created to read:
185.01 (3m) "Department", except in s. 185.45 (3) (c) and (4) (d), means the department of financial institutions.
SECTION 4939b. 185.05 (3) of the statutes is amended to read:
185.05 (3) The articles shall be filed and recorded as provided in s. 185.82. The legal existence of a cooperative begins when the articles are filed. Upon the filing of the articles, the secretary of state department shall issue a certificate of incorporation. The secretary of state department shall forward within 5 days a duplicate original of the articles to the register of deeds of the county of the cooperative's principal office or registered agent for recording.
SECTION 4840b. 185.08 (3) of the statutes is amended to read:
185.08 (3) A registered agent may resign by mailing a written notice to both the secretary of state department and the cooperative. The resignation becomes effective when the cooperative names a new registered agent or 60 days after the receipt of notice by the secretary of state department, whichever is sooner.
SECTION 4841b. 185.31 (3) of the statutes is amended to read:
185.31 (3) The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director's term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the secretary of state department a report showing the names and addresses of all directors.
SECTION 4842b. 185.35 (1) of the statutes is amended to read:
185.35 (1) Unless the articles of incorporation provide otherwise, the principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. They shall be elected annually by the board at such time and in such manner as the bylaws provide. Upon original election and whenever any change is made in the officers, the cooperative shall file with the secretary of state department, within 20 days, a report showing the name and address of all officers. Each principal officer except the secretary and the treasurer must be a director of the cooperative. The offices of secretary and treasurer may be combined in one person.
SECTION 4843b. 185.48 (2) of the statutes is amended to read:
185.48 (2) The annual report shall be made on forms furnished by the secretary of state department, and the information therein contained shall be given as of the date of the execution of the report. The secretary of state department shall forward by 1st class mail report blanks to each cooperative in good standing not later than 60 days prior to the date on which the cooperative is required to file an annual report under this chapter.
SECTION 4844b. 185.48 (3) of the statutes is amended to read:
185.48 (3) The annual report shall be delivered to the secretary of state department in each year following the year in which the cooperative's articles are filed by the secretary of state department, during the calendar year quarter in which the anniversary of the filing occurs. If the report does not conform to requirements, it shall be returned to the cooperative for necessary corrections. The penalties for failure to file such report shall not apply if it is corrected and returned within 30 days after receipt thereof.
SECTION 4845b. 185.48 (4) of the statutes is amended to read:
185.48 (4) Any report not filed as required by sub. (3) may be filed only upon payment to the secretary of state department of $26.
SECTION 4846b. 185.48 (5) of the statutes is amended to read:
185.48 (5) If the report is not filed within a year from the first day of the quarter calendar year in which the report is required, under sub. (3), to be delivered, the cooperative is not in good standing. Within the next 6 months the secretary of state department shall mail to the cooperative a notice that it is no longer in good standing. If a cooperative has been out of good standing for more than 3 consecutive years immediately prior to January 1, 1978, the secretary of state department shall provide only the notice required under s. 185.72 (3). Until restored to good standing, the secretary of state department shall not accept for filing any document respecting such cooperative except those incident to its dissolution.
SECTION 4847b. 185.48 (6) of the statutes is amended to read:
185.48 (6) The cooperative may be restored to good standing by delivering to the secretary of state department a current annual report and by paying the $26 late filing fee plus $15 for each calendar year or part thereof during which it was not in good standing, not exceeding a total of $176.
SECTION 4848b. 185.53 (2) of the statutes is amended to read:
185.53 (2) The amendment shall be filed and recorded as provided in s. 185.82. The amendment becomes effective upon filing, and the secretary of state department may then issue a certificate of amendment.
SECTION 4849b. 185.62 (1m) of the statutes is amended to read:
185.62 (1m) If after the filing of the articles under sub. (1), but before the merger or consolidation is effective, the merger or consolidation is abandoned, as provided in s. 185.61 (5), 2 principal officers of each merging or consolidating cooperative shall sign a certificate of abandonment stating that the merger or consolidation is abandoned and the date of abandonment, and shall seal the certificate with the seal of each cooperative. The certificate of abandonment shall be filed and recorded prior to the date the merger or consolidation would otherwise be effective, in the office of the secretary of state with the department and in each county where the cooperatives have their principal offices or registered agents, in the manner provided in s. 185.82.
SECTION 4850b. 185.72 (3) (a) (intro.) of the statutes is amended to read:
185.72 (3) (a) (intro.) If it is established by the records in the office of the secretary of state department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the secretary of state department may involuntarily dissolve the cooperative in the following manner:
SECTION 4951b. 185.72 (3) (a) 1. of the statutes is amended to read:
185.72 (3) (a) 1. The secretary of state department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.
SECTION 4952b. 185.72 (3) (a) 2. of the statutes is amended to read:
185.72 (3) (a) 2. If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the secretary of state department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative's situs.
SECTION 4853b. 185.72 (3) (a) 3. of the statutes is amended to read:
185.72 (3) (a) 3. The secretary of state department shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.
SECTION 4854b. 185.72 (3) (bm) (intro.) of the statutes is amended to read:
185.72 (3) (bm) (intro.) The secretary of state department shall rescind the dissolution of a cooperative involuntarily dissolved under this subsection and issue a certificate stating the recision if all of the following are met:
SECTION 4855b. 185.72 (3) (bm) 1. of the statutes is amended to read:
185.72 (3) (bm) 1. The cooperative files with the secretary of state department 2 affidavits, each executed by a different person who is a principal officer of the cooperative, stating that the cooperative did not receive the notice under par. (a) 1.
SECTION 4856b. 185.72 (3) (bm) 2. of the statutes is amended to read:
185.72 (3) (bm) 2. The cooperative pays to the secretary of state department $100 in liquidated damages to cover the efforts of the secretary of state department in rescinding the involuntary dissolution.
SECTION 4857b. 185.815 (intro.) of the statutes is amended to read:
185.815 Recording change of principal office or registered agent. (intro.) If a document submitted to the secretary of state department for filing under this chapter changes the county of the principal office or of the registered agent:
SECTION 4858b. 185.815 (1) of the statutes is amended to read:
185.815 (1) An original of the document or a duplicate original endorsed by the secretary of state department shall be recorded in each county;
SECTION 4859b. 185.815 (3) of the statutes is amended to read:
185.815 (3) A certificate of the secretary of state department listing the type and date of filing of recordable documents previously filed by the cooperative shall be recorded in the county of the new principal office or of the registered agent.
SECTION 4860b. 185.82 (1) (a) of the statutes is amended to read:
185.82 (1) (a) Separate originals of the document for the secretary of state department and for the register of deeds of each county in which the document is required to be recorded.
SECTION 4861b. 185.82 (1) (b) of the statutes is amended to read:
185.82 (1) (b) A check payable to the secretary of state department in the amount of the filing fee prescribed under s. 185.83.
SECTION 4862b. 185.82 (2) (a) of the statutes is amended to read:
185.82 (2) (a) Unless the document does not conform to law, the secretary of state department shall endorse on each original "Filed" and the date of filing and shall file one original in his or her office.
SECTION 4863b. 185.82 (2) (b) of the statutes is amended to read:
185.82 (2) (b) The secretary of state department shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed by the secretary of state department, within 5 days of filing.
SECTION 4864b. 185.82 (3) of the statutes is amended to read:
185.82 (3) Each week the secretary of state department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the cooperative, the name of the county of the cooperative's principal office or registered agent, and the date of filing.
SECTION 4865b. 185.82 (4) of the statutes is amended to read:
185.82 (4) A document required to be filed and recorded under this chapter is effective on filing with the secretary of state department, except as provided in s. 185.62. An error or omission in recording the document or a certificate under s. 185.815 (2) with a register of deeds does not affect its effectiveness.
SECTION 4866b. 185.82 (5) of the statutes is amended to read:
185.82 (5) A document filed with the secretary of state department under this chapter before May 7, 1982 is effective unless the records of the secretary of state department show that the document was recognized as ineffective because of a recording defect and the secretary of state department or the cooperative acted in reliance on the ineffectiveness of the document.
SECTION 4867b. 185.82 (6) (a) (intro.) of the statutes is amended to read:
185.82 (6) (a) (intro.) The secretary of state department may waive any of the following:
SECTION 4868b. 185.82 (6) (a) 2. of the statutes is amended to read:
185.82 (6) (a) 2. An omission or defect in a document, if the secretary of state department determines from the face of the document that the omission or defect is immaterial.
SECTION 4869b. 185.83 (1) (intro.) of the statutes is amended to read:
185.83 (1) (intro.) The secretary of state department shall charge and collect for:
SECTION 4870b. 185.83 (1) (b) of the statutes is amended to read:
185.83 (1) (b) Filing an amendment to or restatement of the articles or articles of merger, consolidation or division, $10, except that no fee may be collected for an amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the secretary of state department; and an additional fee of $1.25 for each $1,000 of authorized stock not authorized at the time of amendment, restatement, merger, consolidation or division.
SECTION 4871b. 185.83 (1) (d) of the statutes is amended to read:
185.83 (1) (d) Receiving services of any process, notice or demand, authorized to be served on the secretary of state department by this chapter, $10.
SECTION 4872b. 185.85 of the statutes is amended to read:
185.85 (title) Forms to be furnished by secretary of state department of financial institutions. The secretary of state department may provide forms for any document to be filed in the office of the secretary of state with the department under this chapter.".
610.
Page 1534, line 6: on lines 6 and 7, delete "secretary of state" and substitute "secretary of state department of financial institutions".
611.
Page 1536, line 15: restore the stricken material and delete the underscored material.
612.
Page 1568, line 5: after that line insert:
"SECTION 5029b. 187.05 (1) of the statutes is amended to read:
187.05 (1) TRUSTEES; TERMS; PURPOSES. Any diocesan council or convention, conference, synod or other body of authorized representatives of any church or religious denomination or association or congregation thereof may elect any number of trustees, not less than three, to be incorporated; and when a certificate shall have been made and signed by the presiding officer and countersigned by the secretary of the body by which they were elected, stating that such persons, naming them, were elected trustees, the name of the body by whom elected, the corporate name by which such trustees are to be known, the term for which they are to hold their offices, and the purposes for which it is desired to incorporate them, and filed in the office of the secretary of state with the department of financial institutions, the persons named in such certificate as trustees and their successors in office shall be a body corporate for the purposes mentioned in such certificate and for such purposes, and no other, shall have the usual powers of a corporation; and the members of such corporation shall hold their positions for such term as the body electing them shall determine and until their successors are duly elected. Upon the receipt of such certificate, the secretary of state department of financial institutions shall issue a certificate of incorporation. But any diocesan council or convention, conference, synod or other body composed of or divided into district synods or other units may provide in its constitution for the election of one or more of its trustees by one or more of such district synods or other units or that one or more of its trustees shall be elected by said diocesan council or convention, conference, synod or other body from one or more of such district synods or other units.
SECTION 5030b. 187.05 (3) (a) (intro.) of the statutes is amended to read:
187.05 (3) (a) (intro.) Any denominational body mentioned in sub. (1) having a constitution (or other instrument of organization), in writing, at any stated meeting may vote to become a corporation and designate any of its members of adult age, not less than 10 in number, to make, acknowledge and file with the secretary of state department of financial institutions a certificate substantially in the following form:
SECTION 5031b. 187.05 (3) (a) (form) 4. of the statutes is amended to read:
187.05 (3) (a) (form) 4. The corporation may amend its constitution (or other written instrument of organization) as therein provided, and file with the secretary of state department of financial institutions a certificate thereof duly acknowledged.
SECTION 5032b. 187.16 (1) of the statutes is amended to read:
187.16 (1) INCORPORATION. Any corps of the Salvation Army in the state of Wisconsin may become incorporated as a charitable, educational, missionary, philanthropic, beneficial and religious organization, by the commander in chief of the Salvation Army in the United States of America and the territorial commander of the central territory of the Salvation Army in the United States of America, together with three other officers or laypersons, members of the said local Salvation Army corps, executing, acknowledging and filing a certificate of incorporation in the office of the secretary of state with the department of financial institutions, giving its corporate name, the location of the headquarters of said corps in Wisconsin, the names of the incorporators, its general objects and purposes. Said certificate shall be recorded in the office of the secretary of state with the department of financial institutions and a verified copy thereof in the office of the register of deeds in the county wherein the main office of said corps of the Salvation Army is located. When such record is made the corporation shall come into existence and possess the powers and privileges granted to corporations by ch. 181 so far as the same are applicable or necessary to accomplish its purpose, and also such powers as are conferred by this section.
SECTION 5033b. 187.16 (5) of the statutes is amended to read:
187.16 (5) AMENDMENT OF ARTICLES. The articles of incorporation of such corporation may be altered or amended by a two-thirds vote of the trustees of such corporation. When adopted, a copy of such amendment accompanied by certificates signed by the president and secretary of the corporation shall be filed with the secretary of state department of financial institutions and the original documents shall be recorded with the register of deeds of the county where such corporation shall have its principal office.
SECTION 5034b. 187.19 (7) of the statutes is amended to read:
187.19 (7) ARTICLES TO BE RECORDED IN OFFICE OF REGISTER OF DEEDS. Whenever any of said congregations have complied with the foregoing provisions, the articles of incorporation thereof shall be made out accordingly, be signed by the president and secretary in the presence of two witnesses, who shall sign their names thereto, and acknowledged before some notary public or other person authorized by law thereto and filed in the office of the secretary of state with the department of financial institutions, and recorded in the office of the register of deeds in the county or counties where such corporation may own real estate.
SECTION 5035b. 187.19 (9) of the statutes is amended to read:
