AB150: Bill Text

AB150, s. 4832 Section 4832. 183.1022 of the statutes is created to read:

AB150,1613,19 183.1022 Appeal from revocation. (1) A foreign limited liability company may appeal the secretary of state's revocation of its certificate of registration under s. 183.1020 (1) to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 183.1010. The foreign limited liability company shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of registration and the secretary of state's certificate of revocation.

AB150,1613,21 (2) The court may order the secretary of state to reinstate the certificate of registration or may take any other action that the court considers appropriate.

AB150,1613,22 (3) The court's final decision may be appealed as in other civil proceedings.

AB150, s. 4833 Section 4833. 183.1022 (1) and (2) of the statutes, as created by 1995 Wisconsin Act .... (this act), are amended to read:

AB150,1614,8 183.1022 (1) A foreign limited liability company may appeal the secretary of state's department's revocation of its certificate of registration under s. 183.1020 (1) to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 183.1010. The foreign limited liability company shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of registration and the secretary of state's department's certificate of revocation.

AB150,1614,11 (2) The court may order the secretary of state department to reinstate the certificate of registration or may take any other action that the court considers appropriate.

AB150, s. 4834 Section 4834. 183.1204 (1) (intro.) of the statutes is amended to read:

AB150,1614,15 183.1204 (1) (intro.) The surviving limited liability company shall deliver to the secretary of state department articles of merger, executed by each party to the plan of merger, that include all of the following:

AB150, s. 4835 Section 4835. 183.1301 of the statutes is amended to read:

AB150,1615,2 183.1301 Execution by judicial act. Any person who is adversely affected by the failure or refusal of any person to execute and file any articles or other document to be filed under this chapter may petition the circuit court for the county in which the registered office of the limited liability company is located or, if no address is on file with the secretary of state department, in the circuit court for Dane county, to direct the execution and filing of the articles or other document. If the court finds that it is proper for the articles or other document to be executed and filed and that there has been failure or refusal to execute and file the document, the court shall order the secretary of state department to file the appropriate articles or other document.

AB150, s. 4836 Section 4836. 184.01 (1) of the statutes is amended to read:

AB150,1615,6 184.01 (1) "Commission" means the office of the commissioner of railroads in the case of railroads and the public service commission in the case of other public service corporations.

AB150, s. 4837 Section 4837. 184.10 (3) of the statutes is amended to read:

AB150,1615,20 184.10 (3) Whenever the commission deems it necessary to make an investigation of the books, accounts and practices or to make an appraisal of the property of any public service corporation which has filed an application for authority to issue any securities to which this chapter is applicable, such public service corporation shall pay all expenses reasonably attributable to such special investigation, or to such an appraisal of the property. For the purpose of calculating investigative and appraisal expenses of the commission, 90% of the costs determined shall be costs of the commission and 10% of the costs determined shall be costs of state government operations. The procedure set up by s. 195.60 or 196.85, whichever is appropriate, for the rendering and collection of bills shall be in all ways applicable to the rendering and collection of bills under this section. Ninety percent of the amounts paid to the public service commission under authority of this subsection shall be credited to the appropriation account under s. 20.155 (1) (g).

AB150, s. 4838 Section 4838. 185.01 (3m) of the statutes is created to read:

AB150,1615,23 185.01 (3m) "Department", except in s. 185.45 (3) (c) and (4) (d), means the department of revenue.

AB150, s. 4839 Section 4839. 185.05 (3) of the statutes is amended to read:

AB150,1616,6 185.05 (3) The articles shall be filed and recorded as provided in s. 185.82. The legal existence of a cooperative begins when the articles are filed. Upon the filing of the articles, the secretary of state department shall issue a certificate of incorporation. The secretary of state department shall forward within 5 days a duplicate original of the articles to the register of deeds of the county of the cooperative's principal office or registered agent for recording.

AB150, s. 4840 Section 4840. 185.08 (3) of the statutes is amended to read:

AB150,1616,11 185.08 (3) A registered agent may resign by mailing a written notice to both the secretary of state department and the cooperative. The resignation becomes effective when the cooperative names a new registered agent or 60 days after the receipt of notice by the secretary of state department, whichever is sooner.

AB150, s. 4841 Section 4841. 185.31 (3) of the statutes is amended to read:

AB150,1616,24 185.31 (3) The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director's term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the secretary of state department a report showing the names and addresses of all directors.

AB150, s. 4842 Section 4842. 185.35 (1) of the statutes is amended to read:

AB150,1617,9 185.35 (1) Unless the articles of incorporation provide otherwise, the principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. They shall be elected annually by the board at such time and in such manner as the bylaws provide. Upon original election and whenever any change is made in the officers, the cooperative shall file with the secretary of state department, within 20 days, a report showing the name and address of all officers. Each principal officer except the secretary and the treasurer must be a director of the cooperative. The offices of secretary and treasurer may be combined in one person.

AB150, s. 4843 Section 4843. 185.48 (2) of the statutes is amended to read:

AB150,1617,16 185.48 (2) The annual report shall be made on forms furnished by the secretary of state department, and the information therein contained shall be given as of the date of the execution of the report. The secretary of state department shall forward by 1st class mail report blanks to each cooperative in good standing not later than 60 days prior to the date on which the cooperative is required to file an annual report under this chapter.

AB150, s. 4844 Section 4844. 185.48 (3) of the statutes is amended to read:

AB150,1617,24 185.48 (3) The annual report shall be delivered to the secretary of state department in each year following the year in which the cooperative's articles are filed by the secretary of state department, during the calendar year quarter in which the anniversary of the filing occurs. If the report does not conform to requirements, it shall be returned to the cooperative for necessary corrections. The penalties for failure to file such report shall not apply if it is corrected and returned within 30 days after receipt thereof.

AB150, s. 4845 Section 4845. 185.48 (4) of the statutes is amended to read:

AB150,1618,2 185.48 (4) Any report not filed as required by sub. (3) may be filed only upon payment to the secretary of state department of $26.

AB150, s. 4846 Section 4846. 185.48 (5) of the statutes is amended to read:

AB150,1618,12 185.48 (5) If the report is not filed within a year from the first day of the quarter calendar year in which the report is required, under sub. (3), to be delivered, the cooperative is not in good standing. Within the next 6 months the secretary of state department shall mail to the cooperative a notice that it is no longer in good standing. If a cooperative has been out of good standing for more than 3 consecutive years immediately prior to January 1, 1978, the secretary of state department shall provide only the notice required under s. 185.72 (3). Until restored to good standing, the secretary of state department shall not accept for filing any document respecting such cooperative except those incident to its dissolution.

AB150, s. 4847 Section 4847. 185.48 (6) of the statutes is amended to read:

AB150,1618,17 185.48 (6) The cooperative may be restored to good standing by delivering to the secretary of state department a current annual report and by paying the $26 late filing fee plus $15 for each calendar year or part thereof during which it was not in good standing, not exceeding a total of $176.

AB150, s. 4848 Section 4848. 185.53 (2) of the statutes is amended to read:

AB150,1618,21 185.53 (2) The amendment shall be filed and recorded as provided in s. 185.82. The amendment becomes effective upon filing, and the secretary of state department may then issue a certificate of amendment.

AB150, s. 4849 Section 4849. 185.62 (1m) of the statutes is amended to read:

AB150,1619,7 185.62 (1m) If after the filing of the articles under sub. (1), but before the merger or consolidation is effective, the merger or consolidation is abandoned, as provided in s. 185.61 (5), 2 principal officers of each merging or consolidating cooperative shall sign a certificate of abandonment stating that the merger or consolidation is abandoned and the date of abandonment, and shall seal the certificate with the seal of each cooperative. The certificate of abandonment shall be filed and recorded prior to the date the merger or consolidation would otherwise be effective, in the office of the secretary of state with the department and in each county where the cooperatives have their principal offices or registered agents, in the manner provided in s. 185.82.

AB150, s. 4850 Section 4850. 185.72 (3) (a) (intro.) of the statutes is amended to read:

AB150,1619,12 185.72 (3) (a) (intro.) If it is established by the records in the office of the secretary of state department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the secretary of state department may involuntarily dissolve the cooperative in the following manner:

AB150, s. 4851 Section 4851. 185.72 (3) (a) 1. of the statutes is amended to read:

AB150,1619,15 185.72 (3) (a) 1. The secretary of state department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.

AB150, s. 4852 Section 4852. 185.72 (3) (a) 2. of the statutes is amended to read:

AB150,1619,21 185.72 (3) (a) 2. If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the secretary of state department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative's situs.

AB150, s. 4853 Section 4853. 185.72 (3) (a) 3. of the statutes is amended to read:

AB150,1619,25 185.72 (3) (a) 3. The secretary of state department shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.

AB150, s. 4854 Section 4854. 185.72 (3) (bm) (intro.) of the statutes is amended to read:

AB150,1620,4 185.72 (3) (bm) (intro.) The secretary of state department shall rescind the dissolution of a cooperative involuntarily dissolved under this subsection and issue a certificate stating the recision if all of the following are met:

AB150, s. 4855 Section 4855. 185.72 (3) (bm) 1. of the statutes is amended to read:

AB150,1620,8 185.72 (3) (bm) 1. The cooperative files with the secretary of state department 2 affidavits, each executed by a different person who is a principal officer of the cooperative, stating that the cooperative did not receive the notice under par. (a) 1.

AB150, s. 4856 Section 4856. 185.72 (3) (bm) 2. of the statutes is amended to read:

AB150,1620,12 185.72 (3) (bm) 2. The cooperative pays to the secretary of state department $100 in liquidated damages to cover the efforts of the secretary of state department in rescinding the involuntary dissolution.

AB150, s. 4857 Section 4857. 185.815 (intro.) of the statutes is amended to read:

AB150,1620,16 185.815 Recording change of principal office or registered agent. (intro.) If a document submitted to the secretary of state department for filing under this chapter changes the county of the principal office or of the registered agent:

AB150, s. 4858 Section 4858. 185.815 (1) of the statutes is amended to read:

AB150,1620,19 185.815 (1) An original of the document or a duplicate original endorsed by the secretary of state department shall be recorded in each county;

AB150, s. 4859 Section 4859. 185.815 (3) of the statutes is amended to read:

AB150,1620,23 185.815 (3) A certificate of the secretary of state department listing the type and date of filing of recordable documents previously filed by the cooperative shall be recorded in the county of the new principal office or of the registered agent.

AB150, s. 4860 Section 4860. 185.82 (1) (a) of the statutes is amended to read:

AB150,1621,3 185.82 (1) (a) Separate originals of the document for the secretary of state department and for the register of deeds of each county in which the document is required to be recorded.

AB150, s. 4861 Section 4861. 185.82 (1) (b) of the statutes is amended to read:

AB150,1621,6 185.82 (1) (b) A check payable to the secretary of state department in the amount of the filing fee prescribed under s. 185.83.

AB150, s. 4862 Section 4862. 185.82 (2) (a) of the statutes is amended to read:

AB150,1621,10 185.82 (2) (a) Unless the document does not conform to law, the secretary of state department shall endorse on each original "Filed" and the date of filing and shall file one original in his or her office.

AB150, s. 4863 Section 4863. 185.82 (2) (b) of the statutes is amended to read:

AB150,1621,14 185.82 (2) (b) The secretary of state department shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed by the secretary of state department, within 5 days of filing.

AB150, s. 4864 Section 4864. 185.82 (3) of the statutes is amended to read:

AB150,1621,20 185.82 (3) Each week the secretary of state department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the cooperative, the name of the county of the cooperative's principal office or registered agent, and the date of filing.

AB150, s. 4865 Section 4865. 185.82 (4) of the statutes is amended to read:

AB150,1621,25 185.82 (4) A document required to be filed and recorded under this chapter is effective on filing with the secretary of state department, except as provided in s. 185.62. An error or omission in recording the document or a certificate under s. 185.815 (2) with a register of deeds does not affect its effectiveness.

AB150, s. 4866 Section 4866. 185.82 (5) of the statutes is amended to read:

AB150,1622,6 185.82 (5) A document filed with the secretary of state department under this chapter before May 7, 1982 is effective unless the records of the secretary of state department show that the document was recognized as ineffective because of a recording defect and the secretary of state department or the cooperative acted in reliance on the ineffectiveness of the document.

AB150, s. 4867 Section 4867. 185.82 (6) (a) (intro.) of the statutes is amended to read:

AB150,1622,9 185.82 (6) (a) (intro.) The secretary of state department may waive any of the following:

AB150, s. 4868 Section 4868. 185.82 (6) (a) 2. of the statutes is amended to read:

AB150,1622,13 185.82 (6) (a) 2. An omission or defect in a document, if the secretary of state department determines from the face of the document that the omission or defect is immaterial.

AB150, s. 4869 Section 4869. 185.83 (1) (intro.) of the statutes is amended to read:

AB150,1622,16 185.83 (1) (intro.) The secretary of state department shall charge and collect for:

AB150, s. 4870 Section 4870. 185.83 (1) (b) of the statutes is amended to read:

AB150,1622,24 185.83 (1) (b) Filing an amendment to or restatement of the articles or articles of merger, consolidation or division, $10, except that no fee may be collected for an amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the secretary of state department; and an additional fee of $1.25 for each $1,000 of authorized stock not authorized at the time of amendment, restatement, merger, consolidation or division.

AB150, s. 4871 Section 4871. 185.83 (1) (d) of the statutes is amended to read:

AB150,1623,2 185.83 (1) (d) Receiving services of any process, notice or demand, authorized to be served on the secretary of state department by this chapter, $10.

AB150, s. 4872 Section 4872. 185.85 of the statutes is amended to read:

AB150,1623,7 185.85 (title) Forms to be furnished by secretary of state department of revenue. The secretary of state department may provide forms for any document to be filed in the office of the secretary of state with the department under this chapter.

AB150, s. 4873 Section 4873. 185.981 (5) of the statutes is amended to read:

AB150,1623,13 185.981 (5) Every such cooperative association is hereby declared to be a charitable and benevolent corporation, and its property, real, personal and mixed, its income and property transferred to it, shall be exempt from taxation as provided in ss. 70.11, 71.26 (1) (c) and 71.45 (1) and its employes shall be are excluded from the provisions of ch. 108 as provided in s. 108.02.

AB150, s. 4874 Section 4874. 186.01 (1) of the statutes is repealed.