AB971: Bill Text

AB971,25,7 (a) As payment as a debt by instalments or otherwise ; as.

AB971,25,8 (b) As wages of an employe or rent to a landlord; as.

AB971,25,10 (c) As an annuity to a surviving spouse or representative of a deceased partner; as.

AB971,25,12 (d) As interest on a loan, though the amount of payment vary with the profits of the business; or as.

AB971,25,14 (e) As the consideration for the sale of the good will goodwill of a business or other property by instalments or otherwise.

AB971, s. 39 Section 39. 178.13 (1) (intro.) of the statutes is amended to read:

AB971,25,25 178.13 (1) (intro.) When a person, by words spoken or written or by conduct, represents himself or herself, or consents to another representing him or her to any one anyone, as a partner in an existing partnership or with one or more persons not actual partners, he or she is liable to any such person to whom such representation has been made, who has, on the faith of such representation, given credit to the actual or apparent partnership and, if he or she has made such representation or consented to its being made in a public manner, he or she is liable to such person, whether the representation has or has not been made or communicated to such person so giving credit by or with the knowledge of the apparent partner making the representation or consenting to its being made, as follows:

Note: Corrects spelling.

AB971, s. 40 Section 40. 178.33 (2) (c) of the statutes is amended to read:

AB971,26,11 178.33 (2) (c) A partner who has caused the dissolution wrongfully shall have, if the business is not continued under the provisions of par. (b), all the rights of a partner under sub. (1) subject to the provisions of par. (a), and, if the business is continued under par. (b), the right as against the other partners and all claiming through them in respect of their interests in the partnership, to have the value of his or her interest in the partnership, less any damages caused to the other partners by the dissolution, ascertained and paid to him or her in cash, or the payment secured by bond approved by the court, and to be released from all existing liabilities of the partnership; but in ascertaining the value of the partner's interest the value of the good will goodwill of the business shall not be considered.

Note: Corrects spelling.

AB971, s. 41 Section 41. 180.1202 (1) of the statutes is amended to read:

AB971,26,19 180.1202 (1) Except as provided in sub. (5), a corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without good will goodwill, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, upon adoption of a resolution by the board of directors approving the proposed transaction and approval by its shareholders of the proposed transaction.

Note: Corrects spelling.

AB971, s. 42 Section 42. 184.09 (1) of the statutes is amended to read:

AB971,27,5 184.09 (1) Any public service corporation, or any agent, director or officer thereof of a public service corporation, who shall directly or indirectly, issue or cause to be issued, any securities for whose issuance a certificate is required contrary to the provisions of this chapter, or who shall apply the proceeds from the sale thereof of the securities to any purpose other than that specified in the certificate of the commission, shall forfeit to the state not less than five hundred dollars $500 nor more than ten thousand dollars $10,000 for each offense.

Note: Replaces word form of numbers with digits and inserts specific reference.

AB971, s. 43 Section 43. 184.09 (2) of the statutes is amended to read:

AB971,27,14 184.09 (2) Every director, president, secretary or other official or agent of any public service corporation, who shall practice fraud or knowingly make any false statement to secure a certificate of authority to issue any security, or issue under a certificate so obtained and with knowledge of such fraud, or false statement, or negotiate, or cause to be negotiated, any security, in violation of this chapter, shall be punished by a fine of fined not less than five hundred dollars, $500 or by imprisonment in the state prison imprisoned for not less than one or year nor more than 10 years, or by both fine and imprisonment.

Note: Replaces word form of numbers with digits and deletes unnecessary language.

AB971, s. 44 Section 44. 184.12 of the statutes is amended to read:

AB971,28,3 184.12 Judicial sale of corporation, reorganization. Whenever the rights, powers, privileges and franchises of any domestic public service corporation shall be sold at judicial sale or pursuant to the foreclosure of a mortgage, the purchaser shall, within sixty 60 days after such the sale, organize a new corporation pursuant to the laws respecting corporations for similar purposes and shall convey to such the new corporation the rights, privileges and franchises which the former corporation had, or was entitled to have, at the time of such the sale, and such as which are provided by the statutes applicable thereto to domestic public service corporations. The amount of securities which that may be issued by the new corporation for the purpose of acquiring the property of the former corporation shall be determined in accordance with ss. 184.04, 184.05 and 184.06.

Note: Replaces word form of numbers with digits and inserts specific references.

AB971, s. 45 Section 45. 188.01 of the statutes is amended to read:

AB971,28,17 188.01 (title) May elect Election of trustees. The members of any grand lodge or division or of any subordinate lodge or division acting under the authority of any grand lodge or division of Free Masons, Odd Fellows, Hermann's Sons, or Sons of Temperance, Grand Army of the Republic, or of the State Grange, or any subordinate grange of the order of Patrons of Husbandry acting under the authority of a state or national grange, or of the State Woman's Christian Temperance Union, or any county, district or local Woman's Christian Temperance Union, or of any other society constituted in a manner generally similar to either of the foregoing, whether acting under the jurisdiction of a grand lodge or division or not, may assemble at their usual place of meeting and, in pursuance of the rules of their society, elect not less than three 3 nor more than nine 9 of their number trustees to take care of the property, real and personal, belonging thereto to the society and transact all the business relative to the investment and disposal thereof of the society's property.

Note: Replaces word form of numbers with digits and inserts specific references.

AB971, s. 46 Section 46. 188.02 of the statutes is renumbered 188.02 (intro.) and amended to read:

AB971,28,21 188.02 Powers of trustees. (intro.) Such The trustees may of a society that is subject to this chapter:

AB971,28,23 (1) May have a common seal and alter the same that may be altered at the trustee's pleasure, and for all purposes for which they are authorized to act shall.

AB971,29,2 (2) Shall be deemed considered a corporation, and in for all purposes for which they are authorized to act.

AB971,29,9 (3) In pursuance of the rules and regulations of such the society and in conformity with the rules and regulations of the grand lodge, division or society from which they derive their charter, may take possession of, manage, control, purchase, lease, receive, recover, hold, sell, convey, mortgage, demise and improve all of the property thereof or necessary therefor, real and personal, including all burial places belonging thereto, to the society, and may erect and keep in repair all buildings necessary therefor, and may.

AB971,29,13 (4) May sue and be sued in all matters pertaining to such the property and the debts, claims, demands and liabilities thereof of the society, and the name in which they shall sue or be sued shall be, "The trustees of ...." (insert name of the grand lodge, lodge, division, grange or society of which they are trustees)".

Note: Subdivides provision and inserts specific references.

AB971, s. 47 Section 47. 188.03 of the statutes is amended to read:

AB971,29,20 188.03 In whom property to vest. All of the real and personal property that shall have been conveyed by devise, gift, grant, purchase or otherwise to any such society that is subject to this chapter or to any person as trustee for the use thereof of the society shall vest in such the society's trustees and their successors in office as fully as if originally conveyed to them, and shall be held by them and by their successors in trust for such the society in the manner aforesaid.

Note: Inserts specific references.

AB971, s. 48 Section 48. 188.04 of the statutes is renumbered 188.04 (1) and amended to read:

AB971,30,5 188.04 (1) Such The trustees of a society that is subject to this chapter shall be elected annually at such the time and place and in such the manner as shall be prescribed by the rules or bylaws of such the society, and they. The trustees shall severally hold their offices for one year and until their successors are elected; but any such.

AB971,30,11 (2) Any society, at the first or any subsequent election, may classify such its trustees so that the term of office of for one-third of them shall expire each year; and when. When so classified, the term of office of the trustees thereafter elected shall be three 3 years and until their successors are elected. Any such trustee may be removed in accordance with the rules or bylaws of such the society, and all vacancies may be filled for the residue of the term.

AB971,30,14 (3) Any two of such 2 trustees may call a meeting thereof of the society, and a majority of them being convened may transact any business authorized to be done by them.

AB971,30,18 (4) Whenever any subordinate grange of the Patrons of Husbandry shall from any cause cease to exist, the trustees then in office shall immediately sell the property thereof of the grange and divide the proceeds proportionally among its members.

Note: Subdivides provision, replaces word form of numbers with digits and adds specific references.

AB971, s. 49 Section 49. 188.05 of the statutes is amended to read:

AB971,31,3 188.05 Council of granges. Any members of subordinate granges of the Patrons of Husbandry, not less than five 5, located in any county or in adjoining counties may unite and be known and designated by some especial name as a council of granges of the Patrons of Husbandry, and may, as such, elect trustees as provided in this chapter, who. The trustees shall have all of the powers and privileges in respect to the property of such the council of granges which that are conferred by this chapter conferred upon the trustees of a subordinate grange.

Note: Replaces word form of numbers with digits and other language for greater readability and conformity with current style.

AB971, s. 50 Section 50. 190.01 (1) (intro.) of the statutes is amended to read:

AB971,31,7 190.01 (1) (intro.)  Any number of persons, not less than five 5, may form a corporation for the purpose of constructing, maintaining and operating a railroad for public use by making articles of organization in which shall be stated:

Note: Replaces word form of numbers with digits.

AB971, s. 51 Section 51. 190.01 (1) (e) of the statutes is amended to read:

AB971,31,11 190.01 (1) (e) The names and residences of the directors of the corporation who shall manage its affairs for the first year and until others are chosen in their places, and who shall not be less than five; and each such person 5.

AB971,31,18 (1m) Each director shall subscribe thereto the person's his or her name, place of residence and the number of shares of stock the person agrees to take in such the corporation. There to the articles of organization. An affidavit of at least 3 of the named directors shall be annexed to such the articles an affidavit of at least three of the directors therein named certifying that the signatures thereto are genuine and that it is intended in good faith to construct or maintain and operate the railroad therein mentioned in the articles of organization.

Note: Subdivides provision, replaces word form of numbers with digits adds specific references, reorders text for greater readability and conformity with current style.

AB971, s. 52 Section 52. 190.015 of the statutes is renumbered 190.015 (1) and amended to read:

AB971,32,4 190.015 (1) The stock, property, affairs and business of every such railroad corporation shall be managed by directors who shall be chosen by the stockholders from among their number, at such the time and place as shall be provided by the articles of organization or the bylaws, and shall.

AB971,32,12 (2) The trustees shall hold office for the term provided therein by the articles or bylaws and until their respective successors are chosen. The directors may be divided into three 3 classes, each of which shall be composed, as nearly as may be possible, of one-third of the directors; the. The term of office of the first class to shall expire in one year, of the second 2nd in two 2 years, and of the third 3rd in three 3 years. At each annual election thereafter, a number of directors shall be elected for three 3 years equal to the number whose term of office shall then expire; all. All other vacancies to shall be filled in accordance with the bylaws.

AB971,32,17 (3) The directors shall choose one of their number president and such other officers as the corporate articles and bylaws require, for such the term as shall be prescribed thereby; and by the articles or bylaws. The directors may fill any vacancy in their board, happening after any regular annual election, until the next succeeding election.

Note: Subdivides provision, replaces word form of numbers with digits and adds specific references for greater readability and conformity with current style.

AB971, s. 53 Section 53. 190.02 (9) (a) of the statutes is renumbered 190.02 (9).

Note: The remaining paragraphs under s. 190.02 (9) are renumbered to be s. 190.025 (1) and (2) by the next 2 sections of this bill.

AB971, s. 54 Section 54. 190.02 (9) (b) of the statutes is renumbered 190.025 (1) and amended to read:

AB971,33,9 190.025 (1) (title) Railroad property acquired under mortgage or trust deed. In case of a sale of any interest in railroad property by virtue of any such trust deed or mortgage under s. 190.02 (9), the purchasers and their associates, successors and assigns shall thereafter have, exercise and enjoy all rights, privileges, grants, franchises, immunities and advantages mentioned in such instruments the trust deed or mortgage which were possessed by such the corporation that executed that instrument, so far as the same those rights, privileges, grants, franchises, immunities and advantages relate or appertain to that portion or line of road purchased at such that sale, as fully and absolutely in all respects as such the corporation that executed that instrument might have done if such the sale had not taken place.

Note: Section 190.02 (intro.) indicates that that section grants the included powers to all railroad corporations. This provision is renumbered out of s. 190.02 because it does not apply to all railroad corporations. Specific references are added for greater readability and conformity with current style. See also the creation of s. 190.025 (title).

AB971, s. 55 Section 55. 190.02 (9) (c) of the statutes is renumbered 190.025 (2) (a) (intro.) and amended to read:

AB971,33,12 190.025 (2) (a) (intro.) Any This subsection applies to any of the following:

AB971,33,15 1. A 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.

AB971,33,19 2. A 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 the plan of reorganization, or any a new railroad corporation which shall be organized for the like purpose ,.

AB971,34,12 (b) A railroad corporation that is subject to this subsection shall have all powers by law conferred by law upon railroad corporations, and. The railroad corporation may issue, sell, pledge or otherwise dispose of its evidences of debt at such times, in such amounts, for such considerations and upon such terms and conditions as the board of directors of said the corporation shall determine, and as shall be authorized by the office, or the interstate commerce commission 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. The evidences of debt, which may be convertible, at the option of the holder, into stock, and shares of stock, which. The shares may have such a nominal or par value or, if the same be shares are shares of common stock, be without nominal or par value, and. The shares may be of such classes, with such rights and voting powers as may be expressed in its the corporation's articles or any amendment thereto. In the case of a

AB971,34,25 (c) 1. A railroad corporation reorganized as aforesaid, the filing with the department of financial institutions of under the federal bankruptcy act may elect to file a certified copy of the plan of reorganization as confirmed by the federal bankruptcy act, if it shall so elect, with the department of financial institutions. The filing of the plan 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. A reorganized railroad corporation shall thereupon, upon filing the plan of reorganization, have all powers necessary to put into effect and carry out such the 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 the copy of the plan of reorganization shall be the same as prescribed in s. 190.01 (3).

Note: Section 190.02 (intro.) indicates that that section grants the included powers to all railroad corporations. This provision is renumbered out of s. 190.02 because it confers powers that do not apply to all railroad corporations. The provision is subdivided, specific references are added and text reordered for improved readability and conformity with current style. See also the creation of s. 190.025 (title), the creation of s. 190.025 (2) (title) and the creation of s. 190.025 (2) (c) 1. by this bill.

AB971, s. 56 Section 56. 190.02 (11) of the statutes is renumbered 190.02 (11) (a) and amended to read:

AB971,35,5 190.02 (11) (a) Any railroad company may To own and operate motor vehicles for the purpose of transporting persons and property upon the public highways, for hire, subject to ch. 194; and may also.

AB971,35,7 (b) To own and operate equipment for, and engage in, aerial transportation. Any railroad company may

AB971,35,10 (c) To purchase and own the capital stock and securities of corporations organized for, or engaged in, the business businesses specified in this subsection pars. (a) and (b).

Note: Subdivides provision and modifies language for sentence agreement with s. 190.02 (intro.).

AB971, s. 57 Section 57. 190.02 (12) (title) of the statutes is renumbered 190.025 (3) (title).

AB971, s. 58 Section 58. 190.02 (12) of the statutes is renumbered 190.025 (3) (a) and amended to read:

AB971,35,19 190.025 (3) (a) Any railroad corporation, organized and existing under the laws of this state or existing by consolidation of different railroad corporations under the laws of this state and any other state, and which, that owns more than 50% of the capital stock of another corporation, the capital stock of which it is authorized to own, is authorized by action of its board of directors to guarantee the payment of the principal and interest of bonds or other obligations of the other corporation.

AB971,36,11 (b) Any railroad corporation, organized and existing under the laws of this state or existing by consolidation of different railroad corporations under the laws of this state and any other state, that owns singly or with other railroad corporations more than fifty per cent 50% of the capital stock of another corporation, the capital stock of which it is authorized to own, is authorized by action of its board of directors to guarantee the payment of the principal and interest of bonds or other obligations of such the other corporation, the capital stock of which is so owned by it, and to join with such the other railroad corporations in guaranteeing the payment of principal and interest of bonds or other obligations of such the other corporation, more than fifty per cent of the capital stock of which is owned by it and such other railroad corporations.

Note: Section 190.02 (intro.) indicates that that section grants the included powers to all railroad corporations. This provision is renumbered out of s. 190.02 because it confers powers that do not apply to all railroad corporations. Deletes redundant phrase, replaces word form of numbers with digits and adds specific references for greater readability and conformity with current style.

AB971, s. 59 Section 59. 190.025 (title) of the statutes is created to read:

AB971,36,13 190.025 (title) Powers of railroads; special cases.

AB971, s. 60 Section 60. 190.025 (2) (title) and (c) 2. of the statutes are created to read:

AB971,36,16 190.025 (2) (title) Railroads acquired through judicial proceedings and reorganized railroads.

AB971,36,19 (c) 2. Filing the plan of reorganization under subd. 1. shall not preclude the reorganized corporation from amending its charter or articles in the manner provided by law.

Note: Repositions material from s. 190.025 (2) (c) 2. for more logical placement.

AB971, s. 61 Section 61. 190.051 (1) of the statutes is renumbered 190.05 (1) (a) and amended to read:

AB971,37,6 190.051 (1) (a) 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 the railroad corporation shall have has secured for a term of not less than ten 10 years.

AB971,37,16 (b) Before making such an extension or building any such a branch road such under par. (a), the railroad corporation shall, by resolution of its directors, to be entered in the record of its proceedings, designate the route of such the proposed extension or branch, and file, for record, a copy of such the record, certified by the president and secretary, with the department of financial institutions. Thereupon such Upon filing the record with the department of financial institutions, the railroad corporation shall have all of the rights and privileges to make such the extension or build such the branch and receive aid thereto which it that the railroad corporation would have had if it had been authorized in its charter or articles of organization.

Note: Replaces word form of numbers with digits and adds specific references for greater readability and conformity with current style.