"SECTION 5067b. 190.01 (4) of the statutes is amended to read:
190.01 (4) 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 secretary of state department of financial institutions in the manner required of foreign corporations before the railroad transacts business in this state.
SECTION 5069b. 190.02 (9) (c) of the statutes is amended to read:
190.02 (9) (c) Any railroad corporation organized to and which shall acquire, directly or by mesne conveyances, the property of another railroad corporation sold in judicial proceedings, or any railroad corporation reorganized under the federal bankruptcy act which 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 any new railroad corporation which shall be organized for the like purpose, shall have all powers by law conferred upon railroad corporations, and may, at such times, in such amounts, for such considerations and upon such terms and conditions as the board of directors of said corporation shall determine, and as shall be authorized by the office, or 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, by the interstate commerce commission, as the case may be, issue, sell, pledge or otherwise dispose of its evidences of debt, which may be convertible, at the option of the holder, into stock, and shares of stock, which shares may have such nominal or par value or if the same be common stock, be without nominal or par value, and may be of such classes, with such rights and voting powers as may be expressed in its articles or any amendment thereto. In the case of a railroad corporation reorganized as aforesaid, the filing with the secretary of state department of financial institutions of a certified copy of the plan of reorganization as confirmed by the federal bankruptcy act, if it shall so elect, 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, with respect thereto. Such reorganized railroad corporation shall thereupon have all powers necessary to put into effect and carry out such plan of reorganization in all respects but such filing of the plan of reorganization shall not preclude such existing corporation from amending its charter or articles in the manner now provided by law. The fees for filing such copy of plan of reorganization shall be the same as prescribed in s. 190.01 (3).
SECTION 5071b. 190.051 (1) of the statutes is amended to read:
190.051 (1) Any railroad corporation may extend its road from any point named in its charter or articles of organization, or may build branch roads from any point on its line or from any point on the line of any other road connected or to be connected with its road, the use of which other road between such points and the connection with its own road such corporation shall have secured for a term of not less than ten years. Before making such extension or building any such branch road such corporation shall, by resolution of its directors, to be entered in the record of its proceedings, designate the route of such proposed extension or branch, and file, for record, a copy of such record, certified by the president and secretary, in the office of the secretary of state with the department of financial institutions. Thereupon such corporation shall have all the rights and privileges to make such extension or build such branch and receive aid thereto which it would have had if it had been authorized in its charter or articles of organization.
SECTION 5072b. 190.06 (1) of the statutes is amended to read:
190.06 (1) Any railroad corporation existing under the laws of this state, or by consolidation under said laws and the laws of other states, may consolidate with any other railroad corporation, and possess all of the powers, franchises and immunities, and be subject to all the liabilities and restrictions of railroad corporations generally, and such, in addition, as the combining corporations peculiarly possessed or were subject to at the time of consolidation. Articles of consolidation shall be approved by each corporation, by a vote of a majority of the stock at an annual meeting or at a special meeting called for that purpose or by the consent in writing of the holders of a majority of the stock annexed to such articles; and such articles, with a copy of the records of such approval or such consent and accompanied by lists of the stockholders and the number of shares held by each, duly certified by their respective presidents and secretaries, shall be filed for record in the office of the secretary of state with the department of financial institutions before any such consolidation shall have validity or effect.
SECTION 5073b. 190.11 (1) of the statutes is amended to read:
190.11 (1) Every conveyance or lease, deed of trust, mortgage or satisfaction thereof made by any railroad corporation shall be executed and acknowledged in the manner in which conveyances of real estate by corporations are required to be to entitle the same to be recorded, and shall be filed in the office of the secretary of state, who with the department of financial institutions, which shall endorse thereon "filed" and the date of filing.
SECTION 5074b. 190.11 (3) of the statutes is amended to read:
190.11 (3) The secretary of state department of financial institutions shall collect a fee of $1 per page filed under sub. (1).
SECTION 5075b. 190.11 (4) of the statutes is amended to read:
190.11 (4) The secretary of state department of financial institutions shall collect a fee at the rate under s. 77.22 and, on or before the 15th day of the month after the fee is collected, shall remit that fee to the department of administration for deposit in the general fund and transmit a copy of the return associated with that return to the department of revenue. Sections 77.21, 77.22 and 77.25 to 77.27 apply to the fee under this subsection.
SECTION 5076b. 190.13 of the statutes is amended to read:
190.13 Report to stockholders. Every railroad corporation shall make an annual report to its stockholders of its operations for the preceding calendar year, or for its fiscal year, as the case may be, which report shall contain a balance sheet showing its assets and liabilities, its capital stock, and funded debt, and an income account showing its operating revenues, operating expenses, gross and net income, as the result of its traffic or business operations, and such other information in respect of its affairs as the board of directors shall deem advisable. A copy of each such report shall be kept on file in its principal office in this state, shall be mailed to each stockholder whose post-office address is known and shall be filed with the office of the commissioner of railroads department of financial institutions.
SECTION 5088b. 191.10 (1) of the statutes is amended to read:
191.10 (1) ISSUANCE, FILING, RECORDING, CONDEMNATION. If the office of the commissioner of railroads finds that the proposed railroad would be a public convenience and that a necessity requires its construction, the office of the commissioner of railroads shall enter an order to that effect and issue to the applicant a certificate that public convenience and a necessity require the construction of the railroad as proposed. The certificate shall be filed in the office of the secretary of state department of financial institutions and the office of the secretary of state department of financial institutions shall approve the map showing the route of the railroad. The applicant shall record the map certified by the office of the commissioner of railroads in the office of the register of deeds in each county in which the railroad shall be located. The filing of the certificate with the secretary of state department of financial institutions and the recording of the map, as above provided, are conditions precedent to the right of the applicant to institute condemnation proceedings.
SECTION 5134b. 192.71 of the statutes is amended to read:
192.71 Lands may be sold; proceedings if terms of grant not complied with. Any railroad corporation upon which any lands granted to this state shall have been conferred to aid in the construction of any railroad may sell, assign and transfer the lands so conferred upon it or any portion thereof to any other railroad corporation which shall by law have the right to construct a railroad along and upon the line or any portion of the line upon which such lands are applicable under the grant of this state upon such terms and conditions as it shall fix; provided, that the corporation receiving such lands shall be bound to construct the part of the line of railroad to aid in the construction of which the lands were granted to this state, to which the assigned lands are applicable according to the terms of the grant by congress, and to comply fully with all conditions and requirements contained in the act in and by which the state conferred said lands upon said corporation. The terms and conditions of every such transfer shall be embodied in an agreement in writing, which shall be recorded in the office of the secretary of state with the department of financial institutions; and provided further, that no such transfer or assignment shall be of any force or effect until two-thirds of the full-paid stockholders of the corporation making the same shall have assented in writing thereto and until such assent shall have been filed with the secretary of state department of financial institutions. Whenever any grant of lands shall have been or shall hereafter be made to any corporation to aid in the construction of a railroad upon condition that such road or any portion thereof shall be completed within the period of time or times fixed or limited by the act or acts making such grant or grants or by any act or acts amendatory thereof, and such corporation shall have failed or shall hereafter fail to complete such railroad or any part or portions thereof within the time or times fixed or limited by such act or acts, it shall be the duty of the attorney general of the state to immediately institute, if the legislature shall not have revoked said grant, proceedings against such corporation in the supreme court of the state to ascertain judicially the facts in the premises, and if it shall appear that such corporation has failed to complete its railway or any portion thereof within the time limited by said act or acts, or has otherwise committed a breach of the condition or conditions upon which said grant was conferred upon it, or of the requirements of said act, judgment shall be entered in behalf of the state forfeiting, vacating and setting aside such grant or grants and annulling all rights and interest of such corporation in and to all lands granted to it and not fully earned and restoring such lands to the state, and such corporation shall thereafter be barred and foreclosed of all rights and interests in or to the lands so adjudged to be forfeited and restored to the state, and of all right to in any manner thereafter acquire the same.".
614.
Page 1568, line 19: delete the material beginning with that line and ending with page 1570, line 2.
615.
Page 1570, line 21: delete the material beginning with that line and ending with page 1572, line 12.
616.
Page 1577, line 17: delete the material beginning with that line and ending with page 1579, line 7.
617.
Page 1680, line 4: restore the stricken material and delete the underscored material.
618.
Page 1716, line 3: delete lines 3 to 12.
619.
Page 1723, line 20: delete the material beginning with that line and ending with page 1724, line 4, and substitute:
"SECTION 5847e. 218.01 (2) (bd) 1g. of the statutes is amended to read:
218.01 (2) (bd) 1g. The manufacturer, distributor or importer shall send a notice of discontinuation or cancellation by certified mail, and forward a copy of the notice to the department, not less than 20 days before the effective date of discontinuation or cancellation of the agreement, if the dealer or distributor fails to conduct its customary sales and service operations during its customary business hours for 7 consecutive business days unless the failure is caused by an act of God, by work stoppage or delays due to strikes or labor disputes or other reason beyond the dealer's or distributor's control or by an order of the department or the office of the commissioner of transportation division of hearings and appeals.
SECTION 5847g. 218.01 (2) (bd) 1g. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is repealed and recreated to read:
218.01 (2) (bd) 1g. The manufacturer, distributor or importer shall send a notice of discontinuation or cancellation by certified mail, and forward a copy of the notice to the department of transportation, not less than 20 days before the effective date of discontinuation or cancellation of the agreement, if the dealer or distributor fails to conduct its customary sales and service operations during its customary business hours for 7 consecutive business days unless the failure is caused by an act of God, by work stoppage or delays due to strikes or labor disputes or other reason beyond the dealer's or distributor's control or by an order of the department of transportation or the division of hearings and appeals.
SECTION 5847m. 218.01 (2) (bd) 1r. of the statutes is amended to read:
218.01 (2) (bd) 1r. The notice served upon a motor vehicle dealer under subds. 1. and 1g. is not effective unless it conspicuously displays the following statement:
NOTICE TO DEALER
YOU HAVE THE RIGHT TO: 1) MEDIATE IF YOU OPPOSE THE PROPOSED TERMINATION OR NONRENEWAL OF YOUR FRANCHISE AND 2) A HEARING BY THE OFFICE OF THE COMMISSIONER OF TRANSPORTATION division of hearings and appeals IF MEDIATION DOES NOT RESOLVE THE DISPUTE. TO PRESERVE THESE RIGHTS, YOU MUST TAKE CERTAIN STEPS ON OR BEFORE THE DATE THAT THE PROPOSED TERMINATION OR NONRENEWAL TAKES EFFECT. FOR FURTHER INFORMATION, CONSULT YOUR ATTORNEY OR CALL THE DEALER SECTION, WISCONSIN DEPARTMENT OF TRANSPORTATION, AT .... (insert area code and telephone number).".
620.
Page 1729, line 11: after that line insert:
"SECTION 5867m. 218.01 (2c) (c) of the statutes is amended to read:
218.01 (2c) (c) The ownership, operation or control of a dealership by a manufacturer, importer or distributor, or subsidiary thereof, which does not meet the conditions under par. (a) or (b), if the office of the commissioner of transportation division of hearings and appeals determines, after a hearing on the matter at the request of any party, that there is no prospective independent dealer available to own and operate the dealership in a manner consistent with the public interest and that meets the reasonable standard and uniformly applied qualifications of the manufacturer, importer or distributor.".
621.
Page 1730, line 24: after that line insert:
"SECTION 5869m. 218.01 (3) (a) 24. of the statutes is amended to read:
218.01 (3) (a) 24. Being a manufacturer, importer or distributor who fails to comply with the procedures in sub. (3x) regarding a dealer's request for approval of a change of ownership or executive management, transfer of its dealership assets to another person, adding another franchise at the same location as its existing franchise, or relocation of a franchise or who fails to comply with an order of the office of the commissioner of transportation division of hearings and appeals issued under sub. (3x).".
622.
Page 1736, line 16: delete the material beginning with that line and ending with page 1737, line 14, and substitute:
"SECTION 5885g. 218.01 (3x) (b) 2. of the statutes is amended to read:
218.01 (3x) (b) 2. An affected grantor who does not approve of the proposed action shall, within 30 days after receiving the dealer's written notice of the proposed action or within 30 days after receiving all the information specified in a written list served on the dealer under subd. 1., whichever is later, file with the department and serve upon the dealer a written statement of the reasons for its disapproval. The reasons given for the disapproval or any explanation of those reasons by the manufacturer, distributor or importer shall not subject the manufacturer, distributor or importer to any civil liability unless the reasons given or explanations made are malicious and published with the sole intent to cause harm to the dealer or a transferee of the dealer. Failure to file and serve a statement within the applicable period shall, notwithstanding the terms of any agreement, constitute approval of the proposed action by the grantor. If an affected grantor files a written statement within the applicable period, the dealer may not voluntarily undertake the proposed action unless it receives an order permitting it to do so from the office of the commissioner of transportation division of hearings and appeals under par. (c) 2.
SECTION 5885m. 218.01 (3x) (b) 2. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is repealed and recreated to read:
218.01 (3x) (b) 2. An affected grantor who does not approve of the proposed action shall, within 30 days after receiving the dealer's written notice of the proposed action or within 30 days after receiving all the information specified in a written list served on the dealer under subd. 1., whichever is later, file with the department of transportation and serve upon the dealer a written statement of the reasons for its disapproval. The reasons given for the disapproval or any explanation of those reasons by the manufacturer, distributor or importer shall not subject the manufacturer, distributor or importer to any civil liability unless the reasons given or explanations made are malicious and published with the sole intent to cause harm to the dealer or a transferee of the dealer. Failure to file and serve a statement within the applicable period shall, notwithstanding the terms of any agreement, constitute approval of the proposed action by the grantor. If an affected grantor files a written statement within the applicable period, the dealer may not voluntarily undertake the proposed action unless it receives an order permitting it to do so from the division of hearings and appeals under par. (c) 2.
SECTION 5886d. 218.01 (3x) (b) 3. of the statutes is amended to read:
218.01 (3x) (b) 3. A dealer who is served with a written statement by an affected grantor under subd. 2 may file with the department and the office of the commissioner of transportation division of hearings and appeals and serve upon the affected grantor a complaint for the determination of whether there is good cause for permitting the proposed action to be undertaken. The office of the commissioner of transportation division of hearings and appeals shall promptly schedule a hearing and decide the matter. The proposed action may not be undertaken pending the determination of the matter.
SECTION 5886g. 218.01 (3x) (b) 3. of the statutes, as affected by 1995 Wisconsin Act .... (this act), is repealed and recreated to read:
218.01 (3x) (b) 3. A dealer who is served with a written statement by an affected grantor under subd. 2. may file with the department of transportation and the division of hearings and appeals and serve upon the affected grantor a complaint for the determination of whether there is good cause for permitting the proposed action to be undertaken. The division of hearings and appeals shall promptly schedule a hearing and decide the matter. The proposed action may not be undertaken pending the determination of the matter.
SECTION 5886j. 218.01 (3x) (c) 1. (intro.) of the statutes is amended to read:
218.01 (3x) (c) 1. (intro.) In determining if there is good cause for permitting a proposed action to be undertaken, the office of the commissioner of transportation division of hearings and appeals may consider any relevant factor including:
SECTION 5886m. 218.01 (3x) (c) 2. of the statutes is amended to read:
218.01 (3x) (c) 2. The decision of the office of the commissioner of transportation division of hearings and appeals shall be in writing and shall contain findings of fact and a determination of whether there is good cause for permitting the proposed action to be undertaken. The decision shall include an order that the dealer be allowed or is not allowed to undertake the proposed action, as the case may be. The order may require fulfillment of appropriate conditions before and after the proposed action is undertaken.".
623.
Page 1740, line 19: after that line insert:
"SECTION 5893g. 218.01 (7m) (a) of the statutes is amended to read:
218.01 (7m) (a) A licensee may not file a complaint or petition with the office of the commissioner of transportation division of hearings and appeals or bring an action under sub. (9) (a), based on an alleged violation of this section by any other licensee or pursuant to sub. (3) (f) or (fm), (3c) or (3x), unless the licensee serves a demand for mediation upon the other licensee before or contemporaneous with the filing of the complaint or petition or the bringing of the action. A demand for mediation shall be in writing and served upon the other licensee by certified mail at an address designated for that licensee in the licensor's records. The demand for mediation shall contain a brief statement of the dispute and the relief sought by the licensee filing the demand.
SECTION 5893m. 218.01 (7m) (c) of the statutes is amended to read:
218.01 (7m) (c) The service of a demand for mediation under par. (a) shall stay the time for the filing of any complaint or petition with the office of the commissioner of transportation division of hearings and appeals or for bringing an action under sub. (9) (a), based on an alleged violation of this section by the other licensee or pursuant to sub. (3) (f) or (fm), (3c) or (3x), until the representatives of both licensees have met with a mutually selected mediator for the purpose of attempting to resolve the dispute. If a complaint or petition is filed before the meeting, the office of the commissioner of transportation division of hearings and appeals or the court shall enter an order suspending the proceeding or action until the meeting has occurred and may, upon the written stipulation of all parties to the proceeding or action that they wish to continue to mediate under this subsection, enter an order suspending the proceeding or action for as long a period as the commissioner of transportation division of hearings and appeals or court considers to be appropriate. A suspension order issued under this paragraph may be revoked upon motion of any party or upon motion of the office of the commissioner of transportation division of hearings and appeals or the court.".
624.
Page 1762, line 4: after that line insert:
"SECTION 5974b. 218.165 (1) of the statutes is amended to read:
218.165 (1) The importation of a primary housing unit for sale in this state by an out-of-state manufacturer is deemed an irrevocable appointment by that manufacturer of the secretary of state department of financial institutions to be that manufacturer's true and lawful attorney upon whom may be served all legal processes in any action or proceeding against such manufacturer arising out of the importation of such primary housing unit into this state.
SECTION 5975b. 218.165 (2) of the statutes is amended to read:
218.165 (2) The secretary of state department of financial institutions upon whom processes and notices may be served under this section shall, upon being served with such process or notice, mail a copy by registered mail to the out-of-state manufacturer at the nonresident address given in the papers so served. The original shall be returned with proper certificate of service attached for filing in court as proof of service. The service fee shall be $4 for each defendant so served. The secretary of state department of financial institutions shall keep a record of all such processes and notices, which record shall show the day and hour of service.".
625.
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626.
Page 1805, line 25: restore the stricken material and delete the underscored material.
627.
Page 1806, line 1: restore the stricken material and delete the underscored material.
628.
Page 1832, line 16: on lines 16 and 17, delete "state treasurer secretary of administration" and substitute "state treasurer".
629.
Page 1847, line 11: delete lines 11 to 13.
630.
Page 1847, line 16: on lines 16, 20 and 25, restore the stricken material and delete the underscored material.
631.
Page 1848, line 2: on lines 2, 4, 6, 8, 13 and 15, restore the stricken material and delete the underscored material.
632.
Page 1848, line 18: delete the material beginning with that line and ending with page 1849, line 2.
633.
Page 1856, line 19: after that line insert:
"SECTION 6211b. 226.025 (3) of the statutes is amended to read:
226.025 (3) The appointment of the secretary of state department of financial institutions or the designation of a resident agent as attorney for the service of summons, notice, pleadings or process under s. 180.1507 shall be applicable only to actions or proceedings against the foreign corporations described in this section (unless such corporations have been admitted to this state for purposes other than those mentioned in this section) where the cause of action or proceeding arises out of transactions between such foreign corporations and public utilities operating in this state with which such foreign corporations are affiliated; and to actions or proceedings by or before the public service commission or office of the commissioner of railroads involving the transactions described in sub. (1), or involving the relation between such foreign corporations and public utilities operating in this state with which they are affiliated.
SECTION 6212b. 226.14 (1) of the statutes is amended to read:
226.14 (1) No common law trust organized in this state, and no such trust formed or organized under or by authority of the laws of any state or foreign jurisdiction, for the purpose of doing business under a declaration of trust which shall have issued to five or more persons, or which shall sell or propose to sell beneficial interests, certificates or memberships therein, shall transact business, or acquire, hold or dispose of property in this state until the trustees named in said declaration of trust shall have caused to be filed in the office of the secretary of state with the department of financial institutions the original declaration of trust, or a true copy thereof, and all amendments which may be made, verified as such by the affidavits of two of the signers thereof. A like verified copy of the declaration and such amendments, and a certificate of the secretary of state department of financial institutions, showing the date when such declaration was filed and accepted by the secretary of state department of financial institutions within thirty days of such filing and acceptance, shall be recorded with the register of deeds of the county in which such trust has its principal office or place of business in this state. No such trust shall transact business in this state until such declaration or such copy thereof be left for record. The register of deeds shall forthwith transmit to the secretary of state department of financial institutions a certificate stating the time when such copy was recorded and shall be entitled to a fee of twenty-five cents therefor, to be paid by the person presenting such papers for record. Upon receipt of such certificate the secretary of state department of financial institutions shall issue to said trustees a certificate of filing.
SECTION 6213b. 226.14 (3) of the statutes is amended to read:
226.14 (3) Every such trust shall pay to the secretary of state department of financial institutions a filing fee of $50, and $15 for each subsequent amendment, together with a further fee of $1 for each $1,000 of beneficial certificates sold or offered for sale in this state.
SECTION 6214b. 226.14 (4) (intro.) of the statutes is amended to read:
226.14 (4) (intro.) Every such trust shall file, accompanied by a filing fee of $5, in the office of the secretary of state with the department of financial institutions a verified statement on or before each March 31, showing the names and addresses of each of the trustees; the nature of the business transacted during the preceding year; in what states such trust is operating; the amount and number of beneficial certificates sold in this state, or elsewhere; a statement as to the total amount of beneficial certificates outstanding. Any such report not filed before April 1, may be filed only upon payment to the secretary of state department of financial institutions of the following fees:
SECTION 6215b. 226.14 (4) (c) of the statutes is amended to read:
226.14 (4) (c) If said report is not filed before the following January 1, the trust shall not be in good standing. Until it is restored to good standing the secretary of state department of financial institutions shall not accept for filing any documents respecting such trust except documents incident to its dissolution.
SECTION 6216b. 226.14 (4) (d) of the statutes is amended to read:
226.14 (4) (d) The trust may be restored to good standing by delivering to the secretary of state department of financial institutions a current annual report conforming to the requirements of this section and by paying to the secretary of state department of financial institutions $10 for each calendar year or part thereof during which the trust has not been in good standing, not exceeding a total of $105.
SECTION 6217b. 226.14 (5) of the statutes is amended to read:
226.14 (5) Every such trust shall file in the office of the secretary of state with the department of financial institutions the name of a trustee or trustees, if they designate more than one, resident in this state upon whom service may be made for and on behalf of said trust; or if none of such trustees reside in this state, then a statement shall be duly filed by the trustees appointing the secretary of state department of financial institutions as the agent to accept service of process in this state, which appointment shall continue so long as such trust has any liabilities outstanding in this state.".
634.
Page 1857, line 4: delete lines 4 to 6.
635.
Page 1858, line 24: after that line insert:
"SECTION 6232. 227.485 (2) (e) of the statutes is amended to read:
