SB176: Bill Text

SB176, s. 415 Section 415. 187.05 (3) (a) (intro.) of the statutes is amended to read:

SB176,110,23 187.05 (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 department of financial institutions secretary of state a certificate substantially in the following form:

SB176, s. 416 Section 416. 187.05 (3) (a) (form) 4. of the statutes is amended to read:

SB176,111,4 187.05 (3) (a) (form) 4. The corporation may amend its constitution (or other written instrument of organization) as therein provided, and file with the department of financial institutions secretary of state a certificate thereof duly acknowledged.

SB176, s. 417 Section 417. 187.16 (1) of the statutes is amended to read:

SB176,111,22 187.16 (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 with the department of financial institutions in the office of the secretary of state, 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 with the department of financial institutions in the office of the secretary of state 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.

SB176, s. 418 Section 418. 187.16 (5) of the statutes is amended to read:

SB176,112,5 187.16 (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 department of financial institutions secretary of state and the original documents shall be recorded with the register of deeds of the county where such corporation shall have its principal office.

SB176, s. 419 Section 419. 187.19 (7) of the statutes is amended to read:

SB176,112,14 187.19 (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 with the department of financial institutions in the office of the secretary of state, and recorded in the office of the register of deeds in the county or counties where such corporation may own real estate.

SB176, s. 420 Section 420. 187.19 (9) of the statutes is amended to read:

SB176,113,2 187.19 (9) Amendment of articles. The articles of incorporation of any such congregations may be altered or amended by the unanimous vote of the directors of such corporation. When adopted, duplicate copies of such amendment, each with a certificate thereto affixed, signed by the president and secretary and the other directors, and sealed with the corporate seal, if there be any, stating the fact and date of the adoption of such amendment and that the same was adopted by unanimous vote of the directors of the corporation and that such copy is a true copy of the original, shall be made, and one of such duplicate copies shall be filed with the department of financial institutions in the office of the secretary of state and the other shall be recorded in the office of the register of deeds of the county where such corporation is located and in the office of the register of deeds of any other county or counties where the corporation may own real estate.

SB176, s. 421 Section 421. 187.19 (10) of the statutes is amended to read:

SB176,113,15 187.19 (10) Dissolution of corporation. Any corporation organized under this section may dissolve by adopting a resolution to that effect by unanimous vote of the directors of such corporation. When adopted, duplicate copies of such resolution of dissolution, each with a certificate thereto affixed, signed by the president and secretary and the other directors, and sealed with the corporate seal, if there be any, stating the fact and date of adoption of such resolution and that the same was adopted by unanimous vote of the directors of the corporation and that such copy is a true copy of the original, shall be made, and one of such duplicate copies shall be filed with the department of financial institutions in the office of the secretary of state and the other shall be recorded in the office of the register of deeds of the county where such corporation is located and in the office of the register of deeds of any other county or counties where the corporation may own real estate.

SB176, s. 422 Section 422. 188.06 of the statutes is amended to read:

SB176,113,25 188.06 Powers of trustees. The powers conferred by this chapter upon the trustees of a subordinate grange or council of granges of the Patrons of Husbandry shall not be exercised until the chief officers of such grange or council of granges shall make and sign a certificate setting forth the name, number and date of organization of such grange or council and the number and names of its trustees first elected, and record the same in the office of the register of deeds in the county in which such grange or council is located; nor, in case of the state grange, until the like officers thereof shall have made, signed and filed a like certificate with the department of financial institutions in the office of the secretary of state.

SB176, s. 423 Section 423. 188.08 (1) of the statutes is amended to read:

SB176,114,11 188.08 (1) Any post, county or district council or department of the American Legion organized in this state pursuant to the acts of congress passed September 16, 1919, and the acts amendatory thereto, and any unit, county or district council, or department of the auxiliary of the American Legion organized in this state, shall have full corporate power to transact business in this state and to take over the assets and liabilities of the existing posts, units, county or district councils, or departments upon filing with the department of financial institutions secretary of state a statement of its intent so to do and a full and complete list of its duly elected officers, and shall by so doing become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 424 Section 424. 188.085 of the statutes is amended to read:

SB176,115,11 188.085 Changing names and dissolving units of the American Legion. Any post, county, district council, department or other unit of the American Legion or of the auxiliary of the American Legion which has become a body corporate under the provisions of s. 188.08 may change its name or dissolve by the adoption of a written resolution to that effect, by a vote of a majority of its members present at a meeting called for that purpose and by filing the same as herein provided. Such resolution, with a certificate thereto affixed, signed by the commander and adjutant, or like or similar officers, stating the facts, including the date of the adoption of such resolution, the number of members present at such meeting, and the number of members who voted for the adoption of the resolution, shall be forwarded to and filed with the department of financial institutions secretary of state, and thereupon the name of such corporation shall be changed or the corporation shall cease to exist, as the case may be. In lieu of the foregoing method of dissolution, any corporation formed under s. 188.08 may be dissolved by the filing of a certificate with the department of financial institutions secretary of state reciting that such corporation has ceased to be a unit of the American Legion or its auxiliary. Such certificate shall be signed by the national commander and national adjutant of the American Legion or by the state commander and state adjutant of the American Legion, department of Wisconsin. In the case of units of the auxiliary the certificates shall be signed by the national president and national secretary or the department president and department secretary. Corporations dissolved under this section shall continue to have corporate existence for the time and purposes specified in s. 181.65. No fee shall be charged by the department of financial institutions secretary of state for such filing.

SB176, s. 425 Section 425. 188.09 (1) of the statutes is amended to read:

SB176,116,2 188.09 (1) Any chapter, county or district council, or department of the Disabled American Veterans, organized in this state pursuant to an act of congress of the United States, known as Public No. 186, seventy-second congress (H.R. 4738), and the acts amendatory thereto, any unit or department of the auxiliary of the Disabled American Veterans in this state and any dugout or state department of the National Order of Trench Rats, their auxiliaries and affiliated organizations, or any department thereof, organized in this state, shall have full corporate power to transact business in this state and to take over the assets and liabilities of the existing chapters, county or district councils, department of Wisconsin, their auxiliaries and affiliated organizations, or any department thereof, upon filing with the department of financial institutions secretary of state a statement of its intent so to do, and a full and complete list of its duly elected officers, and shall by so doing become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 426 Section 426. 188.095 of the statutes is amended to read:

SB176,116,20 188.095 Changing names and dissolving units of the Disabled American Veterans. Any chapter, county or district council, or department of the Disabled American Veterans, or other unit of the Disabled American Veterans, or of the auxiliaries of the Disabled American Veterans, which has become a body corporate under s. 188.09, may, whenever its articles do not provide the manner in which its name shall be changed or of its dissolution, change its name or dissolve by the adoption of a written resolution to that effect, by a vote of the majority of its members present at a meeting called for that purpose, and by filing the same as herein provided. A certificate thereto affixed, signed by the commander and adjutant, or like or similar officers, stating the facts, including the date of adoption of such resolution, the number of members present at such meeting, and the number of members who voted for the adoption of the resolution, shall be forwarded to and filed with the department of financial institutions secretary of state, and thereupon, the name of such corporation shall be changed or the corporation shall cease to exist as the case may be, except that in case of dissolution, it shall continue to exist for the purpose of winding up its affairs. No fee shall be charged by the department of financial institutions secretary of state for such filing.

SB176, s. 427 Section 427. 188.10 of the statutes is amended to read:

SB176,117,4 188.10 Corporate powers of the Wisconsin Veterans Council. The Wisconsin Veterans Council shall have full corporate power to transact business in this state upon filing with the department of financial institutions secretary of state a full and complete list of its duly elected officers. The Wisconsin Veterans Council shall during each succeeding year of its existence file with the department of financial institutions secretary of state on or before the first day of January of each succeeding year thereafter a like list of its duly elected officers. No filing fees shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 428 Section 428. 188.11 (1) of the statutes is amended to read:

SB176,118,5 188.11 (1) Any post, county or district council, or department of the Veterans of Foreign Wars of the United States, organized in this state pursuant to an act of the seventy-fourth Congress of the United States, and the acts amendatory thereto, any unit or department of the Auxiliary of the Veterans of Foreign Wars of the United States in this state and any Pup-Tent or Grand Pup-Tent of the Military Order of the Cooties, their auxiliaries and affiliated organizations, or any department thereof, organized in this state, shall have full corporate power to transact business in this state and to take over the assets and liabilities of the existing posts, county or district councils, department of Wisconsin, their auxiliaries and affiliated organizations, or any department thereof, upon filing with the department of financial institutions secretary of state a statement of its intent, signed by commander and adjutant so to do, and a full and complete list of its duly elected officers, and shall by so doing become a body corporate. Provided, a duplicate of such statement and certificate of the department of financial institutions secretary of state, showing the date when such statement was filed by the department of financial institutions secretary of state, shall within 30 days of such filing be recorded by the register of deeds of the county in which such organization or its principal office is located, and until such recording no such organization shall have legal corporate existence. Notwithstanding such recording requirement any organization having acquired corporate existence prior to July 4, 1945, shall continue to have such corporate existence if it shall within 90 days after said date cause a duplicate or certified copy of its statement of intent and such certificate of the department of financial institutions secretary of state to be recorded with the register of deeds of the county where it or its principal office is located. No filing fee shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 429 Section 429. 188.115 of the statutes is amended to read:

SB176,118,25 188.115 Changing names and dissolving units of the Veterans of Foreign Wars of the United States and affiliates. Any post, county or district council, department or other unit of the Veterans of Foreign Wars of the United States, or of the auxiliaries of the Veterans of Foreign Wars of the United States, or any Pup-Tent or Grand Pup-Tent of the Military Order of the Cooties or of the auxiliaries of the Military Order of the Cooties, which has become a body corporate under s. 188.11, may, whenever its articles do not provide the manner in which its name shall be changed or of its dissolution, change its name or dissolve by the adoption of a written resolution to that effect, by a vote of the majority of its members present at a meeting called for that purpose and by filing the same as herein provided. Such resolution, with a certificate thereto affixed, signed by the commander and adjutant, or like or similar officers, stating the facts, including the date of adoption of such resolution, the number of members present at such meeting, and the number of members who voted for the adoption of the resolution, shall be forwarded to and filed with the department of financial institutions secretary of state, and thereupon, the name of such corporation shall be changed or the corporation shall cease to exist as the case may be, except that in case of dissolution, it shall continue to exist for the purpose of winding up its affairs. No fee shall be charged by the department of financial institutions secretary of state for such filing.

SB176, s. 430 Section 430. 188.12 (1) of the statutes is amended to read:

SB176,119,9 188.12 (1) Any Grand Voiture or Voiture Locale of the La Societe des 40 Hommes et 8 Chevaux organized in this state pursuant to authority granted by La Societe Nationale des 40 Hommes et 8 Chevaux shall have full corporate power to transact business in this state and take over the assets and liabilities of the existing Voitures Locale and Grand Voiture of the state of Wisconsin, upon filing with the department of financial institutions secretary of state a statement of its intent so to do and a full and complete list of its duly elected officers. No filing fees shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 431 Section 431. 188.13 (1) of the statutes is amended to read:

SB176,119,22 188.13 (1) Any Red Arrow Club, composed exclusively of persons who were members of the 32nd Division at any time during World War I, members who served in the 32nd Division of the United States Army at any time in the period from October 10, 1940, to the termination of World War II as proclaimed by the President or the Congress, or members who served in the 32nd Division in Federal Service at any time in the period from October 15, 1961, to August 10, 1962, during the Berlin Crisis, organized in this state, shall have full corporate power to transact business in this state and to take over the assets and liabilities of the existing clubs in this state, upon filing with the department of financial institutions secretary of state a statement of its intent so to do, and a full and complete list of its duly elected officers, and shall by so doing become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 432 Section 432. 188.14 of the statutes is amended to read:

SB176,120,4 188.14 Corporate powers of the Military Order of the World Wars. Any chapter of the Military Order of the World Wars in this state shall have full corporate power to transact business in this state upon filing with the department of financial institutions secretary of state a full and complete list of its duly elected officers, and shall by so doing become a body corporate. No filing fees shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 433 Section 433. 188.15 (1) of the statutes is amended to read:

SB176,120,15 188.15 (1) Any detachment or state department of the Marine Corps League, organized and existing in this state pursuant to the acts of congress passed August 4, 1937, and the acts amendatory thereto, and any unit of the auxiliary of the Marine Corps League organized in this state and recognized by the local detachment, shall have full corporate power to transact business in this state, to take over the assets and liabilities of the existing detachments, units or departments, upon filing with the department of financial institutions secretary of state a statement of its intent so to do and a full and complete list of its duly elected officers, and shall by so doing become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 434 Section 434. 188.16 (1) of the statutes is amended to read:

SB176,121,3 188.16 (1) Any chapter, county or district council or department composed exclusively of persons who were awarded the medal known as the Purple Heart organized in this state pursuant to the constitution and bylaws of the national organization of the Military Order of the Purple Heart and any unit, county or district council or department of the auxiliary of the Military Order of the Purple Heart organized in this state shall have full corporate power to transact business in this state and to take over the assets and liabilities of the existing chapters, units, county or district councils, or departments upon filing with the department of financial institutions secretary of state a statement of its intent so to do and a full and complete list of its duly elected officers and thereupon it shall become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 435 Section 435. 188.16 (4) of the statutes is amended to read:

SB176,121,19 188.16 (4) Any chapter, county, district council, department or other unit of the Military Order of the Purple Heart or of the auxiliary of the Military Order of the Purple Heart which has become a body corporate under the provisions of this section may change its name or dissolve by the adoption of a written resolution to that effect, by a vote of a majority of its members present at a meeting called for that purpose and by filing the same as herein provided. Such resolution, with a certificate thereto affixed, signed by the commander and adjutant, or like or similar officers, stating the facts, including the date of the adoption of such resolution, the number of members present at such meeting, and the number of members who voted for the adoption of the resolution, shall be forwarded to and filed with the department of financial institutions secretary of state, and thereupon the name of such corporation shall be changed or the corporation shall cease to exist, as the case may be, except that in case of dissolution it shall continue to exist for the purpose of winding up its affairs. No fee shall be charged by the department of financial institutions secretary of state for such filing.

SB176, s. 436 Section 436. 188.17 (1) of the statutes is amended to read:

SB176,122,3 188.17 (1) Any unit, department or auxiliary of the Navy Club of the United States of America organized in this state under 36 USC 140 to 140c shall have full corporate power to transact business in this state and to take over the assets and liabilities of existing navy clubs and navy club auxiliaries upon filing with the department of financial institutions secretary of state a statement of its intent so to do and a full and complete list of its duly elected officers and shall by so doing become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 437 Section 437. 188.18 (1) of the statutes is amended to read:

SB176,122,14 188.18 (1) The department of Wisconsin and any chapter or unit of the Reserve Officers Association of the United States, organized in this state pursuant to the constitution, bylaws and rules and regulations of such association or such department, shall have full corporate power to transact business in this state and to take over the assets and liabilities of the existing department, chapters or other units upon filing with the department of financial institutions secretary of state, a statement of its intention so to do, its name, location and a full and complete list of its duly elected officers, and by so doing shall become a body corporate. No filing fees shall be charged by the department of financial institutions secretary of state for so doing.

SB176, s. 438 Section 438. 188.18 (3) of the statutes is amended to read:

SB176,122,24 188.18 (3) Any department, chapter or other unit which has become a body corporate under the provisions of this section, whenever its constitution or bylaws do not provide the manner in which its name shall be changed or the dissolution effected, may change its name or dissolve by a majority vote of its members at a meeting called for that purpose. A certificate signed by the president and secretary stating the facts shall be filed with the department of financial institutions secretary of state, and thereupon the name shall be changed or the corporation shall cease to exist except for the purpose of winding up its affairs. No filing fee shall be charged for such filing.

SB176, s. 439 Section 439. 188.19 (1) of the statutes is amended to read:

SB176,123,11 188.19 (1) Any post, county, district council, and department of the American Veterans of World War II (AMVETS) organized in this state pursuant to the acts of congress passed July 23, 1947 and the acts amendatory thereto, and any unit, county or district council, and department of the auxiliary of the American Veterans of World War II (AMVETS) organized in this state, shall have full corporate power to transact business in this state and to take over the assets and liabilities of the existing posts, units, county or district councils, or departments upon filing with the department of financial institutions secretary of state a statement of its intent so to do, and a full and complete list of its duly elected officers, and shall by so doing become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state.

SB176, s. 440 Section 440. 188.20 of the statutes is amended to read:

SB176,124,12 188.20 Changing names and dissolving units. Any post, county, district council, department or other unit of the American Veterans of World War II (AMVETS) or of the auxiliary of the American Veterans of World War II (AMVETS) which has become a body corporate under the provisions of s. 188.19 may change its name or dissolve by the adoption of a written resolution to that effect by a vote of a majority of its members present at a meeting called for that purpose and by filing the same as herein provided. Such resolution, with a certificate thereto affixed, signed by the commander and adjutant, or like or similar officers, stating the fact, including the date of the adoption of such resolution, the number of members present at such meeting, and the number of members who voted for the adoption of the resolution, shall be forwarded to and filed with the department of financial institutions secretary of state, and thereupon the name of such corporation shall be changed or the corporation shall cease to exist, as the case may be. Or any corporation formed under s. 188.19 may be dissolved by the filing of a certificate in the office of the department of financial institutions secretary of state reciting that such corporation has ceased to be a unit of the American Veterans of World War II (AMVETS) auxiliary. Such certificate shall be signed by the national commander and national adjutant of the American Veterans of World War II (AMVETS) or by the state commander and state adjutant of the American Veterans of World War II (AMVETS) department of Wisconsin. In the case of units of the auxiliary the certificates shall be signed by the national president and national secretary or the department president and department secretary. Corporations dissolved under this section shall continue to have corporate existence for the time and purposes specified in s. 181.65. No fee shall be charged by the department of financial institutions secretary of state for such filing.

SB176, s. 441 Section 441. 188.21 (1) of the statutes is amended to read:

SB176,124,24 188.21 (1) The department of Wisconsin and any post, unit, barracks, department or auxiliary of the American Veterans of World War I of the U.S.A., Inc. organized in this state pursuant to the acts of congress passed July 18, 1958 (P.L. 85-530) (72 Stats. at Large pp. 370-375) and the acts amendatory thereto, shall have full corporate power to transact business in this state and to take over the assets and liabilities of the existing department of Wisconsin, posts, barracks, units, departments or auxiliaries of the Veterans of World War I of the U.S.A., Inc. upon filing with the department of financial institutions secretary of state a statement of its intent so to do, and a full and complete list of its duly elected officers, and shall by so doing become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state.

SB176, s. 442 Section 442. 188.22 (1) of the statutes is amended to read:

SB176,125,9 188.22 (1) Any post, county or district council or department of the Jewish War Veterans organized in this state pursuant to the constitution, bylaws and rules and regulations of said organization shall have full corporate powers to transact business in this state and to take over the assets and liabilities of the existing posts, units, county or district councils or departments upon filing with the department of financial institutions secretary of state a statement of its intent to do so and a full and complete list of its duly elected officers. By so doing such organization shall become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state.

SB176, s. 443 Section 443. 188.23 (1) of the statutes is amended to read:

SB176,125,21 188.23 (1) Any post, county or district council or department of the Polish Legion of American Veterans (P.L.A.V.) organized in this state pursuant to the constitution, bylaws and rules and regulations of said organization, and any unit, county or district council or department of the auxiliary of the Polish Legion of American Veterans, shall have full corporate powers to transact business in this state and to take over the assets and liabilities of the existing posts, units, county or district councils or departments upon filing with the department of financial institutions secretary of state a statement of its intent to do so and a full and complete list of its duly elected officers. By so doing such organization shall become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state.

SB176, s. 444 Section 444. 188.235 (1) of the statutes is amended to read:

SB176,126,6 188.235 (1) Any post, county or district council or department of the Army and Navy Union of the U.S.A. organized in this state pursuant to the constitution, bylaws and rules and regulations of said organization shall have full corporate powers to transact business in this state and to take over the assets and liabilities of the existing posts, units, county or district councils or departments upon filing with the department of financial institutions secretary of state a statement of its intent to do so and a full and complete list of its duly elected officers. By so doing such organization shall become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state.

SB176, s. 445 Section 445. 188.24 (1) of the statutes is amended to read:

SB176,126,16 188.24 (1) Any post, county or district council or department of the Catholic War Veterans organized in this state pursuant to the constitution, bylaws and rules and regulations of said organization shall have full corporate powers to transact business in this state and to take over the assets and liabilities of the existing posts, units, county or district councils or departments upon filing with the department of financial institutions secretary of state a statement of its intent to do so and a full and complete list of its duly elected officers. By so doing such organization shall become a body corporate. No filing fee shall be charged by the department of financial institutions secretary of state.

SB176, s. 446 Section 446. 188.25 of the statutes is amended to read:

SB176,127,2 188.25 Annual reports of veterans' organizations. The state organization of any veterans' society or society affiliate which has a unit incorporated under this chapter shall file with the department of financial institutions secretary of state on or before January 1 an annual report showing the elected officers of the state organization. No filing fee shall be charged. The secretary of any such state organization shall on request furnish the department of financial institutions secretary of state information about subordinate units. If any veterans' society or society affiliate has no state organization each unit incorporated under this chapter shall file an annual report of the elected officers with the department of financial institutions secretary of state on or before January 1.

SB176, s. 447 Section 447. 188.26 of the statutes is amended to read:

SB176,127,14 188.26 Veterans; corporations. Whenever any corporation is formed under ch. 180 or 181 or this chapter for the purpose of assisting any veteran, as defined in s. 45.37 (1a), or operating social clubs in which the name "veteran" appears, the department of financial institutions secretary of state shall investigate the same to ascertain the character thereof, and whether or not the same has been procured by fraudulent representation or concealment of any material fact relating to such veteran's name, purpose, membership, organization, management or control or other material fact. If the department of financial institutions secretary of state so finds, such findings, misrepresentation or concealment shall be reported to the attorney general, and the attorney general shall bring an action to vacate or annul the corporate charter.

SB176, s. 448 Section 448. 190.01 (2) of the statutes is amended to read:

SB176,128,2 190.01 (2) The articles of incorporation and amendments thereto shall be filed with the department of revenue secretary of state; in the case of articles, the department of revenue secretary of state 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) and (m) 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.

SB176, s. 449 Section 449. 190.01 (4) of the statutes is amended to read:

SB176,128,8 190.01 (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 department of financial institutions secretary of state in the manner required of foreign corporations before the railroad transacts business in this state.

SB176, s. 450 Section 450. 190.02 (9) (c) of the statutes is amended to read:

SB176,129,13 190.02 (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 department of financial institutions secretary of state 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).

SB176, s. 451 Section 451. 190.051 (1) of the statutes is amended to read:

SB176,130,2 190.051 (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, with the department of financial institutions secretary of state. 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.

SB176, s. 452 Section 452. 190.06 (1) of the statutes is amended to read:

SB176,130,16 190.06 (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 with the department of financial institutions secretary of state before any such consolidation shall have validity or effect.

SB176, s. 453 Section 453. 190.11 (1) of the statutes is amended to read:

SB176,130,23 190.11 (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 with the department of financial institutions in the office of the secretary of state, which shall endorse thereon "filed" and the date of filing.

SB176, s. 454 Section 454. 190.11 (3) of the statutes is amended to read:

SB176,131,2 190.11 (3) The department of financial institutions secretary of state shall collect a fee of $1 per page filed under sub. (1).

SB176, s. 455 Section 455. 190.11 (4) of the statutes is amended to read:

SB176,131,8 190.11 (4) The department of financial institutions secretary of state 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. Sections 77.21, 77.22 and 77.25 to 77.27 apply to the fee under this subsection.

SB176, s. 456 Section 456. 191.10 (1) of the statutes is amended to read:

SB176,131,22 191.10 (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 department of financial institutions secretary of state and the department of financial institutions secretary of state 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 department of financial institutions secretary of state and the recording of the map, as above provided, are conditions precedent to the right of the applicant to institute condemnation proceedings.

SB176, s. 457 Section 457. 192.71 of the statutes is amended to read:

SB176,133,10 192.71 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 with the department of financial institutions secretary of state; 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 department of financial institutions secretary of state. 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.

SB176, s. 458 Section 458. 218.165 (1) of the statutes is amended to read:

SB176,133,17 218.165 (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 department of financial institutions secretary of state 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.

SB176, s. 459 Section 459. 218.165 (2) of the statutes is amended to read: