SB44,852,14 10183.09025 Administrative dissolution and reinstatement. (1) Grounds
11for administrative dissolution.
The department may bring a proceeding under sub.
12(2) to administratively dissolve any limited liability company that does not deliver
13to the department the limited liability company's complete annual report within one
14year after the annual report is due.
SB44,852,19 15(2) Procedure for administrative dissolution. (a) If the department
16determines that grounds exist under sub. (1) for dissolving a limited liability
17company, the department shall mail the limited liability company a notice of the
18determination. The notice shall be in writing and addressed to the registered office
19of the limited liability company.
SB44,852,2420 (b) Within 60 days after the date on which the notice is received or the date on
21which the second insertion of the class 2 notice under par. (d) is published, the limited
22liability company shall correct each ground for dissolution or demonstrate to the
23reasonable satisfaction of the department that each ground determined by the
24department does not exist.
SB44,853,7
1(c) If a limited liability company fails to satisfy par. (b), the department shall
2administratively dissolve the limited liability company. The department shall enter
3a notation in its records to reflect each ground for dissolution and the effective date
4of dissolution and shall mail the limited liability company a notice of those facts and
5a certificate of dissolution. The notice and certificate shall be in writing and
6addressed to the registered office of the limited liability company. The dissolution
7is subject to judicial review as provided in ss. 227.52 to 227.58.
SB44,853,128 (d) If a notice under par. (a) or (c) is returned to the department as
9undeliverable, the department shall again mail the notice to the limited liability
10company as provided under that paragraph. If the notice is again returned to the
11department as undeliverable, the department shall give the notice by publishing a
12class 2 notice under ch. 985 in the official state newspaper.
SB44,853,15 13(3) Use of name following administrative dissolution. A limited liability
14company's right to the exclusive use of its name terminates on the date of the
15administrative dissolution under sub. (2) (c).
SB44,853,19 16(4) Reinstatement. (a) A limited liability company that is administratively
17dissolved under sub. (2) (c) may apply to the department for reinstatement within
1830 days after the date on which the limited liability company is dissolved. The
19application shall include all of the following:
SB44,853,2120 1. The name of the limited liability company and the date on which it was
21administratively dissolved.
SB44,853,2322 2. A statement that each ground for dissolution either did not exist or has been
23cured.
SB44,853,2424 3. A statement that the limited liability company's name satisfies s. 183.0103.
SB44,854,8
1(b) The department shall cancel the certificate of dissolution and issue a
2certificate of reinstatement under this paragraph if the department determines that
3the application contains the information required under par. (a), that the
4information is correct, and that all fees and penalties owed by the limited liability
5company to the department under this chapter have been paid. The certificate of
6reinstatement shall state the department's determination under this paragraph and
7the effective date of reinstatement. The department shall file the certificate and
8provide a copy to the limited liability company or its representative.
SB44,854,129 (c) When the reinstatement becomes effective, it shall relate back to and take
10effect as of the effective date of the administrative dissolution, and the limited
11liability company may resume carrying on its business as if the administrative
12dissolution had never occurred.
SB44,854,1613 (d) If the department denies a limited liability company's application for
14reinstatement under par. (a), the department shall serve the limited liability
15company with a written notice of denial that explains each reason for the denial. The
16denial is subject to judicial review as provided in ss. 227.52 to 227.58.
SB44, s. 2133 17Section 2133. 186.098 (12) of the statutes is amended to read:
SB44,855,218 186.098 (12) Loans to members. A credit union may make loans to members
19secured by assignment or transfer of stock certificates or other evidence of the
20borrower's ownership interest in a corporation formed for the cooperative ownership
21of real estate. Sections 846.10 and 846.101, as they apply to a foreclosure of a
22mortgage involving a one-family residence, apply to a proceeding to enforce the
23lender's rights in security given for a loan under this subsection. The office of credit
24unions shall promulgate joint rules with the division of savings institutions and the

1division of banking that establish procedures for enforcing a lender's rights in
2security given for a loan under this subsection.
SB44, s. 2134 3Section 2134. 186.235 (11) (dg) of the statutes is amended to read:
SB44,855,214 186.235 (11) (dg) Special deputies. The office of credit unions may appoint one
5or more special deputies as agent to assist in the duty of liquidation and distribution
6of the assets of one or more credit unions whose business and property the office of
7credit unions holds. A certificate of appointment shall be filed in the office of credit
8unions and a certified copy in the office of the clerk of the circuit court for the county
9in which the credit union is located. The On behalf of the office of credit unions, the
10department of administration
may employ counsel and the office of credit unions
11may
procure expert assistance and advice as necessary in the liquidation and
12distribution of the assets of the credit union, and may retain any officers or
13employees of the credit union that the office of credit unions considers to be
14necessary. The special deputies and assistants shall furnish security for the faithful
15discharge of their duties in an amount that the office of credit unions considers to be
16necessary. The special deputies may execute, acknowledge and deliver any deeds,
17assignments, releases or other instruments necessary to effect any sale and transfer
18or encumbrance of real estate or personal property and may borrow money for use
19in the liquidation after the liquidation has been approved by the office of credit
20unions and an order obtained from the circuit court of the county in which the credit
21union is located.
SB44, s. 2135 22Section 2135. 186.235 (16) (title) and (a) of the statutes are amended to read:
SB44,855,2323 186.235 (16) (title) Annual Periodic examination.
SB44,856,324 (a) At Except as provided in par. (b), at least once each year every 18 months,
25the office of credit unions shall examine the records and accounts of each credit

1union. For that purpose the office of credit unions shall have full access to, and may
2compel the production of, each credit union's records and accounts. They may
3administer oaths to and examine each credit union's officers and agents.
SB44, s. 2136 4Section 2136. 186.235 (16) (b) of the statutes is amended to read:
SB44,856,95 186.235 (16) (b) Instead of an annual examination of a credit union under par.
6(a), the office of credit unions may accept an audit report of the condition of the credit
7union made by a certified public accountant not an employee of the credit union in
8accordance with rules promulgated by the office of credit unions or may accept an
9examination or audit made or approved by the national board.
SB44, s. 2137 10Section 2137. Chapter 189 of the statutes is repealed.
SB44, s. 2138 11Section 2138. 190.001 of the statutes is repealed and recreated to read:
SB44,856,13 12190.001 Definition. In this chapter, "division of hearings and appeals" means
13the division of hearings and appeals in the department of administration.
SB44, s. 2139 14Section 2139. 190.02 (6) of the statutes is amended to read:
SB44,856,2115 190.02 (6) Railroad intersections. To cross, intersect, join or unite its railroad
16with any other railroad, at any point, with the necessary turnouts, sidings and
17switches and other conveniences in furtherance of the objects of its connections. And
18if the 2 corporations cannot agree upon the amount of compensation to be made
19therefor or the points and manner of such crossings and connections the same shall
20be ascertained by the office division of hearings and appeals on application of either
21corporation.
SB44, s. 2140 22Section 2140. 190.025 (2) (b) of the statutes is amended to read:
SB44,857,1223 190.025 (2) (b) A railroad corporation that is subject to this subsection shall
24have all powers conferred by law upon railroad corporations. The railroad
25corporation may issue, sell, pledge or otherwise dispose of its evidences of debt, at

1such times, in such amounts, for such considerations and upon such terms and
2conditions as the board of directors of the corporation shall determine, and as shall
3be authorized by the office department of financial institutions, or the interstate
4commerce commission
federal surface transportation board in the case of a railroad
5corporation organized for the purpose of acquiring a railroad engaged in interstate
6commerce, or any existing railroad corporation reorganized under the act and
7acquiring railroad property used in interstate commerce. The evidences of debt may
8be convertible, at the option of the holder, into stock, and shares of stock. The shares
9may have a nominal or par value or, if the shares are shares of common stock, be
10without nominal or par value. The shares may be of such classes, with such rights
11and voting powers as may be expressed in the corporation's articles or any
12amendment thereto.
SB44, s. 2141 13Section 2141. 190.03 of the statutes is amended to read:
SB44,858,3 14190.03 Office in state; books produced. Any railroad corporation existing
15under the laws of this state shall produce before the office of the commissioner of
16railroads
department of financial institutions, the legislature, or any committee of
17either house, or any court of record, its books of account and stock books, or so many
18and such parts thereof as may be required by them, or in the discretion of the office
19of the commissioner of railroads
department of financial institutions, legislature,
20committee or court, transcripts from such books, or such parts thereof as may be
21called for, duly authenticated; and each such railroad corporation shall designate
22some office within this state as its principal office and inform the office of the
23commissioner of railroads
department of financial institutions of such designation,
24and shall keep there or at the office of its transfer agents or registrars a list of its
25stockholders, giving the names and addresses of its stockholders, together with a

1statement of the number and class of shares of its stock held by each of them, as
2shown by its books. A failure or refusal to comply with any of the foregoing provisions
3shall be cause of forfeiture of its franchises.
SB44, s. 2142 4Section 2142. 190.13 of the statutes is amended to read:
SB44,858,14 5190.13 Report to stockholders. Every railroad corporation shall make an
6annual report to its stockholders of its operations for the preceding calendar year, or
7for its fiscal year, as the case may be, which report shall contain a balance sheet
8showing its assets and liabilities, its capital stock, and funded debt, and an income
9account showing its operating revenues, operating expenses, gross and net income,
10as the result of its traffic or business operations, and such other information in
11respect of its affairs as the board of directors shall deem advisable. A copy of each
12such report shall be kept on file in its principal office in this state, shall be mailed
13to each stockholder whose post-office address is known and shall be filed with the
14office of the commissioner of railroads department of financial institutions.
SB44, s. 2143 15Section 2143. 190.16 (4) (a) of the statutes is amended to read:
SB44,858,2316 190.16 (4) (a) Every railroad shall acquire the necessary right-of-way for and
17shall construct, connect, maintain and operate a reasonably adequate spur track
18whenever such spur track does not necessarily exceed 3 miles in length, is practically
19indispensable to the successful operation of any existing or proposed industry or
20enterprise, and its construction and operation is not unusually dangerous, and is not
21unreasonably harmful to public interest, and any person aggrieved by the failure of
22any railroad to fully perform such obligation may prosecute proceedings before the
23office division of hearings and appeals to compel compliance therewith.
SB44, s. 2144 24Section 2144. 190.16 (4) (b) of the statutes is amended to read:
SB44,859,17
1190.16 (4) (b) Such railroad may require the person primarily to be served
2thereby to pay the legitimate cost and expense of acquiring the necessary
3right-of-way for such spur track, and of constructing the same, the cost to be
4estimated in separate items by the office department of transportation or the division
5of hearings and appeals
, and deposited with the railroad, before it shall be required
6to incur any expense whatever therefor; but such person, in lieu of depositing the
7total estimated cost may offer in writing to construct such spur track, the offer to be
8accompanied by a surety company bond, running to such railroad, and conditioned
9upon the construction of such spur track in a good and workmanlike manner,
10according to the plans and specifications of such railroad, approved by the office
11department of transportation or the division of hearings and appeals, and deposit
12with such railroad the estimated cost of the necessary right-of-way. Provided that
13before the railroad shall be required to incur any expense whatever in the
14construction of such spur track, the person primarily to be served thereby shall give
15the railroad a bond to be approved by the office department of transportation or the
16division of hearings and appeals
as to form, amount and surety, securing the railroad
17against loss on account of any expense incurred beyond the estimated cost.
SB44, s. 2145 18Section 2145. 190.16 (4) (c) of the statutes is amended to read:
SB44,859,2519 190.16 (4) (c) Whenever a spur track is so constructed at the expense of the
20owner of any industry or enterprise, and any other person shall desire a connection
21with such spur track, application therefor shall be made to the office department of
22transportation or the division of hearings and appeals
, and such other person shall
23be required to pay to such owner an equitable proportion of the cost thereof, to be
24determined by the office department of transportation or the division of hearings and
25appeals
.
SB44, s. 2146
1Section 2146. 190.16 (5) of the statutes is amended to read:
SB44,860,112 190.16 (5) Removal, when. Except where a spur track was constructed prior
3to June 16, 1925, at the expense of the railroad company, no spur track shall be
4removed, dismantled or otherwise rendered unfit for service except upon order of the
5office department of transportation or the division of hearings and appeals made
6after hearing held upon notice to all parties interested, and for good cause shown;
7provided that if no objection has been filed with the office department of
8transportation or the division of hearings and appeals
within 20 days from the
9original publication of such notice, the office department of transportation or the
10division of hearings and appeals
may without hearing authorize such spur track
11removed, dismantled or otherwise rendered unfit for service.
SB44, s. 2147 12Section 2147. 191.001 of the statutes is amended to read:
SB44,860,14 13191.001 Definition. In this chapter, "office" "department" means the office of
14the commissioner of railroads
department of transportation.
SB44, s. 2148 15Section 2148. 191.01 (2) of the statutes is amended to read:
SB44,860,2116 191.01 (2) Construction, certificate from office department prerequisite.
17No railroad corporation shall begin the construction of any proposed line of railroad
18in this state until it shall have obtained from the office department a certificate that
19public convenience and a necessity require
authorizing the construction of the
20railroad, and the certificate shall constitute the license from this state to the
21company to build its
proposed railroad.
SB44, s. 2149 22Section 2149. 191.02 (title) of the statutes is amended to read:
SB44,860,23 23191.02 (title) Application for certificate of necessity.
SB44, s. 2150 24Section 2150. 191.03 of the statutes is amended to read:
SB44,861,6
1191.03 Articles; publication prerequisite to certificate. No railroad
2corporation shall make application for a certificate authorizing construction of a
3railroad
unless it has caused a copy of its corporate articles to be published as a class
42 notice, under ch. 985, in each county in which the railroad is proposed to be located
5within 6 months next prior to the time of making such application, and files
6satisfactory proof thereof with the office department.
SB44, s. 2151 7Section 2151. 191.05 of the statutes is amended to read:
SB44,861,12 8191.05 Maps and profiles with application; changes. Complete maps and
9profiles of the proposed railroad shall be filed with the application for a certificate
10of convenience and necessity authorizing construction. The office department may
11permit errors, omissions or defects in the application, maps and profiles to be
12supplied or corrected, and permit changes in the proposed route to be made.
SB44, s. 2152 13Section 2152. 191.06 of the statutes is amended to read:
SB44,861,19 14191.06 Railroad extensions; certificate and notice necessary. If any
15railroad company organized prior to July 1, 1907, shall desire to extend its lines in
16this state or to build branches connected therewith, or to construct any portion of its
17authorized line of railroad, it shall, before beginning construction thereof, obtain a
18certificate of convenience and necessity authorizing the construction; but it shall not
19be necessary to publish the articles of such railroad.
SB44, s. 2153 20Section 2153. 191.07 of the statutes is amended to read:
SB44,862,5 21191.07 Hearing of applicants; notice. Upon receiving such an application
22for a certificate authorizing construction, the office shall department may set a time
23and place for a hearing, which time shall not be less than 3 weeks nor more than 8
24weeks from the date of filing the application, and the place shall be at the city of
25Madison, or at some place along the line of the proposed railroad, if the office

1department deems the latter more convenient , and. If the department sets a hearing,
2the department
shall give to the applicant notice thereof, which notice shall be
3published by the applicant, as a class 2 notice, under ch. 985, in each county in which
4the railroad, extension or branch is proposed to be located, and proof of such
5publication shall be filed with the office department.
SB44, s. 2154 6Section 2154. 191.09 of the statutes is repealed and recreated to read:
SB44,862,8 7191.09 Procedures before the department. Chapter 227 applies to all
8proceedings under this chapter.
SB44, s. 2155 9Section 2155. 191.10 (title) of the statutes is amended to read:
SB44,862,10 10191.10 (title) Certificate of necessity.
SB44, s. 2156 11Section 2156. 191.10 (1) of the statutes is amended to read:
SB44,863,212 191.10 (1) Issuance, filing, recording, condemnation. If the office of the
13commissioner of railroads finds that the proposed railroad would be a public
14convenience and that a necessity requires its construction, the office of the
15commissioner of railroads shall enter an order to that effect and issue
department
16issues
to the applicant a certificate that public convenience and a necessity require
17the construction of the railroad as proposed. The certificate shall be filed in the office
18of the department of financial institutions and the department of financial
19institutions
under this chapter, the applicant shall file the certificate with the
20department of financial institutions. The department of transportation
shall
21approve the map showing the route of the railroad. The applicant shall record the
22map certified by the office of the commissioner of railroads department of
23transportation
in the office of the register of deeds in each county in which the
24railroad shall be located. The filing of the certificate with the department of financial

1institutions and the recording of the map, as above provided, are conditions
2precedent to the right of the applicant to institute condemnation proceedings.
SB44, s. 2157 3Section 2157. 191.10 (2) of the statutes is amended to read:
SB44,863,94 191.10 (2) Certificate for part of line. Whenever it shall appear to the office
5that public convenience and a necessity do not require the construction of the
6railroad as proposed in the application, but do require the construction of a part
7thereof, the office
The department may issue a certificate for the construction of such
8part of the railroad as public convenience and necessity require proposed in the
9application
.
SB44, s. 2158 10Section 2158. 191.10 (3) of the statutes is amended to read:
SB44,863,1611 191.10 (3) Refusal of certificate; renewal of application. If the office shall
12determine that the proposed railroad is not a necessity or is not required by public
13convenience, the office shall by order refuse to grant a certificate,
department denies
14the application for a certificate, the department shall issue an order refusing the
15certificate and
stating the reasons for the refusal. The application may be renewed
16after 2 years from the date of the refusal, but not sooner.
SB44, s. 2159 17Section 2159. 191.11 of the statutes is amended to read:
SB44,863,24 18191.11 Revocation of certificate. If any railroad company after obtaining
19a certificate that public convenience and a necessity require authorizing the
20construction of the whole or part of its railroad fails to begin construction within one
21year from the date of the certificate, or having begun such construction, fails to
22prosecute the same, the office department may inquire into the reasons for such
23failure and may revoke the certificate, if the office department finds, after notice and
24hearing, that such failure is unreasonable.
SB44, s. 2160 25Section 2160. 191.13 (2) of the statutes is amended to read:
SB44,864,11
1191.13 (2) No railroad corporation shall exercise such power until it has
2obtained from the office department a certificate that public convenience and
3necessity require
authorizing the construction of the temporary railroad, and the
4certificate shall constitute the license to the company to build its proposed temporary
5railroad
. The certificate shall specify the length of time the railroad may be
6maintained and operated, and may be renewed from time to time upon application
7by the railroad company. At the expiration of the time specified in the certificate, or
8any renewal thereof, the railroad company shall discontinue, dismantle and remove
9the temporary railroad; and may prior to the expiration of such time, upon order of
10the office department, and after a hearing, upon notice to all parties interested and
11good cause shown, discontinue, dismantle and remove the railroad.
SB44, s. 2161 12Section 2161. 191.16 of the statutes is amended to read:
SB44,864,23 13191.16 Construction items submitted to office department. Upon
14receiving the certificate of public convenience and necessity authorizing
15construction
, the applicant shall before commencing construction submit to the office
16department a condensed specification of the character of construction that the
17applicant proposes to install, showing the kind, quality and weight of the rail
18proposed to be used, the mode of construction, character, quality, and strength of all
19bridges, culverts and viaducts, the abutments and approaches proposed to be built,
20the grade of and proposed method of draining the roadbed, and the kind of power to
21be used and the plant and appliances to be employed in power production, and such
22other facts relating to the construction of the proposed railroad as the office
23department requires.
SB44, s. 2162 24Section 2162. 191.17 of the statutes is amended to read:
SB44,865,10
1191.17 Public safety; investigation; approval of plans. Upon receiving
2the specification required by s. 191.16, the office department shall examine the same
3and shall hear the applicant in support thereof, shall suggest and require
4modifications of the specification if the public safety so demands, eliminating so far
5as may be practicable, consistent with reasonable cost, all grade crossings of public
6highways, shall inspect the route of the proposed railroad if deemed desirable, and
7shall otherwise investigate and determine that the proposed construction will be
8adequate for securing public safety in the operation of the railroad, and thereupon
9the office department shall enter an order approving the specification and
10authorizing the construction of the railroad in accordance therewith.
SB44, s. 2163 11Section 2163. 191.19 (1) of the statutes is amended to read:
SB44,865,1912 191.19 (1) Upon the completion of the construction of any railroad under the
13approved specification, the company shall, before operating the same for public
14service, report to the office department; and the office department shall inspect the
15work. If the office department finds that the railroad has been constructed in
16accordance with the approved specification and is otherwise suitable and properly
17constructed so as to secure public safety in the operation thereof, the office
18department shall enter an order authorizing its operation, which order shall be
19presumptive evidence of the sufficiency of such construction.
SB44, s. 2164 20Section 2164. 191.19 (3) of the statutes is amended to read:
SB44,866,221 191.19 (3) If upon inspection the office department shall deem that public
22safety requires the installation, operation and maintenance of some protective
23appliance at any grade crossing of railroad tracks the office department may, before
24granting the order, after notice and hearing, require the installation, operation and
25maintenance of suitable protective appliances, and shall apportion the expense of

1constructing, maintaining and operating such protective appliances among the
2owners of the tracks.
SB44, s. 2165 3Section 2165. 191.20 of the statutes is amended to read:
SB44,866,14 4191.20 Railroad routes; right to alter. Every railroad company may, by the
5vote of two-thirds of its directors, alter or change the route of its railroad, by making
6and filing with the office of the commissioner of railroads department and the
7department of financial institutions
and also by recording in the office of the register
8of deeds of the county or counties where the alteration or change is to be made, a
9surveyed map and certificate of the alteration or change. The alteration or change
10may not deviate from the original route for a greater distance than one mile at any
11point. No city or village may be left off the railroad by the change of route. The
12original end points of the railroad, or the route in any city or village, shall not be
13changed without the approval of the office of the commissioner of railroads
14department of transportation after notice to the municipality.
SB44, s. 2166 15Section 2166. 191.21 of the statutes is amended to read:
SB44,866,19 16191.21 Notices in counties without newspapers. If no newspaper is
17published in any county in which a railroad is proposed to be located, the publications
18required by this chapter may be made in such manner and at such places as the office
19department shall designate.
SB44, s. 2167 20Section 2167. 192.001 (1r) of the statutes is created to read:
SB44,866,2221 192.001 (1r) "Division of hearings and appeals" means the division of hearings
22and appeals in the department of administration.
SB44, s. 2168 23Section 2168. 192.001 (2) of the statutes is repealed.
SB44, s. 2169 24Section 2169. 192.14 (10) of the statutes is amended to read:
SB44,867,6
1192.14 (10) If in any particular case any temporary exemption from any
2requirement of this section is deemed necessary by a carrier, the office department
3shall consider the application of the carrier for temporary exemption and may grant
4the exemption when accompanied by a full statement of the conditions existing and
5the reasons for the exemption. Any exemption so granted will be limited to the
6particular case specified and shall be limited to a stated period of time.
SB44, s. 2170 7Section 2170. 192.14 (12) of the statutes is amended to read:
SB44,867,98 192.14 (12) The office department may after public hearing make rules and
9establish the standards deemed necessary to carry out the purposes of this section.
SB44, s. 2171 10Section 2171. 192.15 (14) of the statutes is amended to read:
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