112.03
112.03
Proxy voting of corporate stock by fiduciaries. Shares of stock in any corporation organized under the laws of the United States, any of the states thereof, any foreign country or any province or other political subdivision thereof held by a fiduciary may be voted by such fiduciary by general or limited proxy, with or without power of substitution, unless such manner of voting is expressly prohibited by the document creating the fiduciary relationship or unless the manner of voting such shares is specifically directed in such document. For the purpose of this section the word "corporation" shall be construed to include investment companies which are common law trusts.
112.06
112.06
Uniform act for simplification of fiduciary transfers. 112.06(1)(1)
Definitions. In this section, unless the context otherwise requires:
112.06(1)(a)
(a) "Assignment" includes any written stock power, bond power, bill of sale, deed, declaration of trust or other instrument of transfer.
112.06(1)(b)
(b) "Claim of beneficial interest" includes a claim of any interest by a decedent's legatee, distributee, heir or creditor, a beneficiary under a trust, a ward, a beneficial owner of a security registered in the name of a nominee, or a minor owner of a security registered in the name of a custodian, or a claim of any similar interest, whether the claim is asserted by the claimant or by a fiduciary or by any other authorized person on the claimant's behalf, and includes a claim that the transfer would be in breach of fiduciary duties.
112.06(1)(c)
(c) "Corporation" means a private or public corporation, limited liability company, association or trust issuing a security.
112.06(1)(d)
(d) "Fiduciary" means an executor, administrator, trustee, guardian, committee, conservator, curator, tutor, custodian or nominee.
112.06(1)(e)
(e) "Person" includes an individual, a corporation, government or governmental subdivision or agency, business trust, estate, trust, limited liability company, partnership or association, 2 or more persons having a joint or common interest, or any other legal or commercial entity.
112.06(1)(f)
(f) "Security" includes any share of stock, bond, debenture, note or other security issued by a corporation which is registered as to ownership on the books of the corporation.
112.06(1)(g)
(g) "Transfer" means a change on the books of a corporation in the registered ownership of a security.
112.06(1)(h)
(h) "Transfer agent" means a person employed or authorized by a corporation to transfer securities issued by the corporation.
112.06(2)
(2) Registration in the name of a fiduciary. A corporation or transfer agent registering a security in the name of a person who is a fiduciary or who is described as a fiduciary is not bound to inquire into the existence, extent, or correct description of the fiduciary relationship, and thereafter the corporation and its transfer agent may assume without inquiry that the newly registered owner continues to be the fiduciary until the corporation or transfer agent receives written notice that the fiduciary is no longer acting as such with respect to the particular security.
112.06(3)
(3) Assignment by a fiduciary. Except as otherwise provided in this section, a corporation or transfer agent making a transfer of a security pursuant to an assignment by a fiduciary:
112.06(3)(a)
(a) May assume without inquiry that the assignment, even though to the fiduciary himself or herself or to the fiduciary's nominee, is within the fiduciary's authority and capacity and is not in breach of his or her fiduciary duties;
112.06(3)(b)
(b) May assume without inquiry that the fiduciary has complied with any controlling instrument and with the law of the jurisdiction governing the fiduciary relationship, including any law requiring the fiduciary to obtain court approval of the transfer; and
112.06(3)(c)
(c) Is not charged with notice of and is not bound to obtain or examine any court record or any recorded or unrecorded document relating to the fiduciary relationship or the assignment, even though the record or document is in its possession.
112.06(4)
(4) Evidence of appointment or incumbency. A corporation or transfer agent making a transfer pursuant to an assignment by a fiduciary who is not the registered owner shall obtain the following evidence of appointment or incumbency:
112.06(4)(a)
(a) In the case of a fiduciary appointed or qualified by a court, a certificate issued by or under the direction or supervision of that court or an officer thereof and dated within 60 days before the transfer; or
112.06(4)(b)
(b) In any other case, a copy of a document showing the appointment or a certificate issued by or on behalf of a person reasonably believed by the corporation or transfer agent to be responsible or, in the absence of such a document or certificate, other evidence reasonably deemed by the corporation or transfer agent to be appropriate. Corporations and transfer agents may adopt standards with respect to evidence of appointment or incumbency under this subsection provided such standards are not manifestly unreasonable. Neither the corporation nor transfer agent is charged with notice of the contents of any document obtained pursuant to this paragraph except to the extent that the contents relate directly to the appointment or incumbency.
112.06(5)(a)(a) A person asserting a claim of beneficial interest adverse to the transfer of a security pursuant to an assignment by a fiduciary may give the corporation or transfer agent written notice of the claim. The corporation or transfer agent is not put on notice unless the written notice identifies the claimant, the registered owner and the issue of which the security is a part, provides an address for communications directed to the claimant and is received before the transfer. Nothing in this section relieves the corporation or transfer agent of any liability for making or refusing to make the transfer after it is so put on notice, unless it proceeds in the manner authorized in
par. (b).
112.06(5)(b)
(b) As soon as practicable after the presentation of a security for transfer pursuant to an assignment by a fiduciary, a corporation or transfer agent which has received notice of a claim of beneficial interest adverse to the transfer may send notice of the presentation by registered or certified mail to the claimant at the address given by the claimant. If the corporation or transfer agent so mails such a notice it shall withhold the transfer for 30 days after the mailing and shall then make the transfer unless restrained by a court order.
112.06(6)
(6) Nonliability of corporation and transfer agent. A corporation or transfer agent incurs no liability to any person by making a transfer or otherwise acting in a manner authorized by this section.
112.06(7)(a)(a) No person who participates in the acquisition, disposition, assignment or transfer of a security by or to a fiduciary including a person who guarantees the signature of the fiduciary is liable for participation in any breach of fiduciary duty by reason of failure to inquire whether the transaction involves such a breach unless it is shown that the person acted with actual knowledge that the proceeds of the transaction were being or were to be used wrongfully for the individual benefit of the fiduciary or that the transaction was otherwise in breach of duty.
112.06(7)(b)
(b) If a corporation or transfer agent makes a transfer pursuant to an assignment by a fiduciary, a person who guaranteed the signature of the fiduciary is not liable on the guarantee to any person to whom the corporation or transfer agent by reason of this section incurs no liability.
112.06(7)(c)
(c) This subsection does not impose any liability upon the corporation or its transfer agent.
112.06(8)(a)(a) The rights and duties of a corporation and its transfer agents in registering a security in the name of a fiduciary or in making a transfer of a security pursuant to an assignment by a fiduciary are governed by the law of the jurisdiction under whose laws the corporation is organized.
112.06(8)(b)
(b) This section applies to the rights and duties of a person other than the corporation and its transfer agents with regard to acts and omissions in this state in connection with the acquisition, disposition, assignment or transfer of a security by or to a fiduciary and of a person who guarantees in this state the signature of a fiduciary in connection with such a transaction.
112.06(9)
(9) Tax obligations. This section does not affect any obligation of a corporation or transfer agent with respect to death, succession or other taxes imposed by the laws of this state.
112.06(10)
(10) Uniformity of interpretation. This section shall be so construed as to effectuate its general purpose to make uniform the law of those states which enact it.
112.06(11)
(11) Short title. This section may be cited as the "Uniform Act for Simplification of Fiduciary Security Transfers".
112.06 History
History: 1987 a. 27;
1993 a. 112,
492.
112.07
112.07
Holding of securities by fiduciaries and by custodians for fiduciaries. 112.07(1)
(1) Notwithstanding any other provision of the statutes, any fiduciary, as defined in
s. 112.01 (1) (b), who is holding securities in a fiduciary capacity, any bank or trust company holding securities as a custodian or managing agent, and any bank or trust company holding securities as custodian for a fiduciary may deposit or arrange for the deposit of such securities in a clearing corporation as defined in
s. 408.102 (1) (c). When the securities are so deposited, certificates representing securities of the same class of the same issuer may be merged and held in bulk in the name of the nominee of the clearing corporation with any other such securities deposited in that clearing corporation by any person regardless of the ownership of the securities, and certificates of small denomination may be merged into one or more certificates of larger denomination. The records of the fiduciary and the records of the bank or trust company acting as custodian, as managing agent or as custodian for a fiduciary shall at all times show the name of the party for whose account the securities are so deposited. Ownership of, and other interests in, the securities may be transferred by bookkeeping entry on the books of the clearing corporation without physical delivery of certificates representing the securities. A bank or trust company which deposits securities pursuant to this section shall be subject to such rules and regulations as, in the case of state chartered institutions, the division of banking and, in the case of national banking associations, the comptroller of the currency may from time to time issue. A bank or trust company acting as custodian for a fiduciary shall, on demand by the fiduciary, certify in writing to the fiduciary the securities deposited by the bank or trust company in a clearing corporation pursuant to this section for the account of the fiduciary. A fiduciary shall, on demand by any party to a judicial proceeding for the settlement of the fiduciary's account or on demand by the attorney for such a party, certify in writing to the party the securities deposited by the fiduciary in the clearing corporation for its account as such fiduciary.
112.07(2)
(2) This section applies to any fiduciary holding securities in its fiduciary capacity, and to any bank or trust company holding securities as a custodian, managing agent or custodian for a fiduciary, acting on December 4, 1975 or who after that date may act, regardless of the date of the agreement, instrument or court order by which appointed and regardless of whether or not the fiduciary, custodian, managing agent or custodian for a fiduciary owns capital stock of the clearing corporation in which the securities are deposited.
112.08
112.08
Premium on bond allowed as expense. Any fiduciary required to give a suretyship obligation may include as a part of the expense of executing the trust the lawful premium paid a surety corporation for executing the obligation.
112.08 History
History: 1977 c. 339; Stats. 1977 s. 112.07;
1977 c. 447; Stats. 1977 s. 112.08.
112.08 Annotation
Legislative Council Note, 1977: This provision is part of s. 204.11, repealed by this act. It has nothing to do with the law of insurance but deals solely with the proper conduct of fiduciaries. As such it belongs in ch. 112 and is transferred there without change. [Bill 258-S]
112.10
112.10
Uniform management of institutional funds act. 112.10(1)(a)
(a) "Endowment fund" means an institutional fund, or any part thereof, not wholly expendable by the institution on a current basis under the terms of the applicable gift instrument.
112.10(1)(b)
(b) "Gift instrument" means a will, deed, grant, conveyance, agreement, memorandum, writing, or other governing document (including the terms of any institutional solicitations from which an institutional fund resulted) under which property is transferred to or held by an institution as an institutional fund.
112.10(1)(c)
(c) "Governing board" means the body responsible for the management of an institution or of an institutional fund.
112.10(1)(d)1.1. "Historic dollar value" means the aggregate fair value in dollars of the following:
112.10(1)(d)1.b.
b. Each subsequent donation to the fund at the time it is made.
112.10(1)(d)1.c.
c. Each accumulation made pursuant to a direction in the applicable gift instrument at the time the accumulation is added to the fund.
112.10(1)(d)2.
2. The determination of historic dollar value made in good faith by the institution is conclusive.
112.10(1)(e)
(e) "Institution" means an incorporated or unincorporated organization organized and operated exclusively for educational, religious, charitable, or other eleemosynary purposes, or a governmental organization to the extent that it holds funds exclusively for any of these purposes.
112.10(1)(f)
(f) "Institutional fund" means a fund held by an institution for its exclusive use, benefit, or purposes, but does not include any of the following:
112.10(1)(f)1.
1. A fund held for an institution by a trustee that is not an institution.
112.10(1)(f)2.
2. A fund in which a beneficiary that is not an institution has an interest, other than possible rights that could arise upon violation or failure of the purposes of the fund.
112.10(2)
(2) Appropriation of appreciation. The governing board may appropriate for expenditure for the uses and purposes for which an endowment fund is established so much of the net appreciation, realized and unrealized, in the fair value of the assets of an endowment fund over the historic dollar value of the fund as is prudent under the standard established by
sub. (6). This subsection does not limit the authority of the governing board to expend funds as permitted under other law, the terms of the applicable gift instrument, or the charter of the institution.
112.10(3)
(3) Rule of construction. Subsection (2) does not apply if the applicable gift instrument indicates the donor's intention that net appreciation shall not be expended. A restriction upon the expenditure of net appreciation may not be implied from a designation of a gift as an endowment, or from a direction or authorization in the applicable gift instrument to use only "income", "interest", "dividends", or "rents, issues or profits", or "to preserve the principal intact", or a direction which contains other words of similar import. This rule of construction applies to gift instruments executed or in effect before or after May 15, 1976.
112.10(4)
(4) Investment authority. In addition to an investment otherwise authorized by law or by the applicable gift instrument, and without restriction to investments a fiduciary may make, the governing board, subject to any specific limitations set forth in the applicable gift instrument or in the applicable law other than law relating to investments by a fiduciary, may:
112.10(4)(a)
(a) Invest and reinvest an institutional fund in any real or personal property deemed advisable by the governing board, whether or not it produces a current return, including mortgages, stocks, bonds, debentures, and other securities of profit or nonprofit corporations, shares in or obligations of associations, limited liability companies, partnerships, or individuals, and obligations of any government or subdivision or instrumentality thereof;
112.10(4)(b)
(b) Retain property contributed by a donor to an institutional fund for as long as the governing board deems advisable;
112.10(4)(c)
(c) Include all or any part of an institutional fund in any pooled or common fund maintained by the institution; and
112.10(4)(d)
(d) Invest all or any part of an institutional fund in any other pooled or common fund available for investment, including shares or interests in regulated investment companies, mutual funds, common trust funds, limited liability companies, investment partnerships, real estate investment trusts, or similar organizations in which funds are commingled and investment determinations are made by persons other than the governing board.
112.10(5)
(5) Delegation of investment management. Except as otherwise provided by the applicable gift instrument or by applicable law relating to governmental institutions or funds, the governing board may do any of the following:
112.10(5)(a)
(a) Delegate to its committees, officers or employes of the institution or the fund, or agents, including investment counsel, the authority to act in place of the board in investment and reinvestment of institutional funds.
112.10(5)(b)
(b) Contract with independent investment advisers, investment counsel or managers, banks, or trust companies, to act in place of the board in investment and reinvestment of institutional funds.
112.10(5)(c)
(c) Authorize the payment of compensation for investment advisory or management services.
112.10(6)
(6) Standard of conduct. In the administration of the powers to appropriate appreciation, to make and retain investments, and to delegate investment management of institutional funds, members of a governing board shall exercise ordinary business care and prudence under the facts and circumstances prevailing at the time of the action or decision. In so doing they shall consider long and short term needs of the institution in carrying out its educational, religious, charitable, or other eleemosynary purposes, its present and anticipated financial requirements, expected total return on its investments, price level trends, and general economic conditions.
112.10(7)
(7) Release of restrictions on use or investment. 112.10(7)(a)(a) With the written consent of the donor, the governing board may release, in whole or in part, a restriction imposed by the applicable gift instrument on the use or investment of an institutional fund.
112.10(7)(b)
(b) If written consent of the donor cannot be obtained by reason of death, disability, unavailability or impossibility of identification, the governing board may apply in the name of the institution to the circuit court for release of a restriction imposed by the applicable gift instrument on the use or investment of an institutional fund. The attorney general shall be notified of the application and shall be given an opportunity to be heard. If the court finds that the restriction is obsolete, inappropriate or impracticable, it may by order release the restriction in whole or in part. A release under this paragraph may not change an endowment fund to a fund that is not an endowment fund.
112.10(7)(c)
(c) A release under this subsection may not allow a fund to be used for purposes other than the educational, religious, charitable, or other eleemosynary purposes of the institution affected.
112.10(7)(d)
(d) This subsection does not limit the application of the doctrine of cy pres.
112.10(8)
(8) Uniformity of application and construction. This section shall be so applied and construed as to effectuate its general purpose to make uniform the law with respect to the subject of this section among those states which enact it.
112.10(9)
(9) Short title. This section may be cited as the "Uniform Management of Institutional Funds Act".
112.10 History
History: 1975 c. 247; Stats. 1975 s. 112.07;
1975 c. 422; Stats. 1975 s. 112.10;
1977 c. 449;
1983 a. 189;
1993 a. 112;
1995 a. 225.
112.10 Note
NOTE: Chapter 247, laws of 1975, which created this section, contained extensive notes by the National Conference of Commissioners on Uniform State Laws.
