SB176: Bill Text

SB176, s. 382 Section 382. 183.1204 (1) (intro.) of the statutes is amended to read:

SB176,102,3 183.1204 (1) (intro.)  The surviving limited liability company shall deliver to the department secretary of state articles of merger, executed by each party to the plan of merger, that include all of the following:

SB176, s. 383 Section 383. 183.1301 of the statutes is amended to read:

SB176,102,14 183.1301 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 department secretary of state, 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 department secretary of state to file the appropriate articles or other document.

SB176, s. 384 Section 384. 185.01 (3m) of the statutes is repealed.

SB176, s. 385 Section 385. 185.05 (3) of the statutes is amended to read:

SB176,102,22 185.05 (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 department secretary of state shall issue a certificate of incorporation. The department secretary of state 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.

SB176, s. 386 Section 386. 185.08 (3) of the statutes is amended to read:

SB176,103,2 185.08 (3) A registered agent may resign by mailing a written notice to both the department secretary of state 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 department secretary of state, whichever is sooner.

SB176, s. 387 Section 387. 185.31 (3) of the statutes is amended to read:

SB176,103,15 185.31 (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 department secretary of state a report showing the names and addresses of all directors.

SB176, s. 388 Section 388. 185.35 (1) of the statutes is amended to read:

SB176,103,25 185.35 (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 department secretary of state, 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.

SB176, s. 389 Section 389. 185.48 (2) of the statutes is amended to read:

SB176,104,7 185.48 (2) The annual report shall be made on forms furnished by the department secretary of state, and the information therein contained shall be given as of the date of the execution of the report. The department secretary of state 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.

SB176, s. 390 Section 390. 185.48 (3) of the statutes is amended to read:

SB176,104,15 185.48 (3) The annual report shall be delivered to the department secretary of state in each year following the year in which the cooperative's articles are filed by the department secretary of state, 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.

SB176, s. 391 Section 391. 185.48 (4) of the statutes is amended to read:

SB176,104,18 185.48 (4) Any report not filed as required by sub. (3) may be filed only upon payment to the department secretary of state of $26.

SB176, s. 392 Section 392. 185.48 (5) of the statutes is amended to read:

SB176,105,3 185.48 (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 department secretary of state 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 department secretary of state shall provide only the notice required under s. 185.72 (3). Until restored to good standing, the department secretary of state shall not accept for filing any document respecting such cooperative except those incident to its dissolution.

SB176, s. 393 Section 393. 185.48 (6) of the statutes is amended to read:

SB176,105,8 185.48 (6) The cooperative may be restored to good standing by delivering to the department secretary of state 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.

SB176, s. 394 Section 394. 185.53 (2) of the statutes is amended to read:

SB176,105,12 185.53 (2) The amendment shall be filed and recorded as provided in s. 185.82. The amendment becomes effective upon filing, and the department secretary of state may then issue a certificate of amendment.

SB176, s. 395 Section 395. 185.62 (1m) of the statutes is amended to read:

SB176,105,23 185.62 (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, with the department in the office of the secretary of state and in each county where the cooperatives have their principal offices or registered agents, in the manner provided in s. 185.82.

SB176, s. 396 Section 396. 185.72 (3) (a) of the statutes is amended to read:

SB176,106,4 185.72 (3) (a) If it is established by the records in the department office of the secretary of state that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the department secretary of state may involuntarily dissolve the cooperative in the following manner:

SB176,106,6 1. The department secretary of state shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.

SB176,106,11 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 department secretary of state 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.

SB176,106,13 3. The department secretary of state shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.

SB176, s. 397 Section 397. 185.72 (3) (bm) of the statutes is amended to read:

SB176,106,17 185.72 (3) (bm) The department secretary of state 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:

SB176,106,20 1. The cooperative files with the department secretary of state 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.

SB176,106,23 2. The cooperative pays to the department secretary of state $100 in liquidated damages to cover the efforts of the department secretary of state in rescinding the involuntary dissolution.

SB176, s. 398 Section 398. 185.815 (intro.) of the statutes is amended to read:

SB176,107,3 185.815 Recording change of principal office or registered agent. (intro.) If a document submitted to the department secretary of state for filing under this chapter changes the county of the principal office or of the registered agent:

SB176, s. 399 Section 399. 185.815 (1) of the statutes is amended to read:

SB176,107,6 185.815 (1) An original of the document or a duplicate original endorsed by the department secretary of state shall be recorded in each county;

SB176, s. 400 Section 400. 185.815 (3) of the statutes is amended to read:

SB176,107,10 185.815 (3) A certificate of the department secretary of state 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.

SB176, s. 401 Section 401. 185.82 (1) (a) of the statutes is amended to read:

SB176,107,14 185.82 (1) (a) Separate originals of the document for the department secretary of state and for the register of deeds of each county in which the document is required to be recorded.

SB176, s. 402 Section 402. 185.82 (1) (b) of the statutes is amended to read:

SB176,107,17 185.82 (1) (b) A check payable to the department secretary of state in the amount of the filing fee prescribed under s. 185.83.

SB176, s. 403 Section 403. 185.82 (2) (a) of the statutes is amended to read:

SB176,107,21 185.82 (2) (a) Unless the document does not conform to law, the department secretary of state shall endorse on each original "Filed" and the date of filing and shall file one original.

SB176, s. 404 Section 404. 185.82 (2) (b) of the statutes is amended to read:

SB176,107,25 185.82 (2) (b) The department secretary of state shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed by the department secretary of state, within 5 days of filing.

SB176, s. 405 Section 405. 185.82 (3) of the statutes is amended to read:

SB176,108,6 185.82 (3) Each week the department secretary of state 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.

SB176, s. 406 Section 406. 185.82 (4) of the statutes is amended to read:

SB176,108,11 185.82 (4) A document required to be filed and recorded under this chapter is effective on filing with the department secretary of state, 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.

SB176, s. 407 Section 407. 185.82 (5) of the statutes is amended to read:

SB176,108,17 185.82 (5) A document filed with the department secretary of state under this chapter before May 7, 1982 is effective unless the records of the department secretary of state show that the document was recognized as ineffective because of a recording defect and the department secretary of state or the cooperative acted in reliance on the ineffectiveness of the document.

SB176, s. 408 Section 408. 185.82 (6) (a) (intro.) of the statutes is amended to read:

SB176,108,20 185.82 (6) (a) (intro.) The department secretary of state may waive any of the following:

SB176, s. 409 Section 409. 185.82 (6) (a) 2. of the statutes is amended to read:

SB176,108,24 185.82 (6) (a) 2. An omission or defect in a document, if the department secretary of state determines from the face of the document that the omission or defect is immaterial.

SB176, s. 410 Section 410. 185.83 (1) (intro.) of the statutes is amended to read:

SB176,109,2 185.83 (1) (intro.)  The department secretary of state shall charge and collect for:

SB176, s. 411 Section 411. 185.83 (1) (b) of the statutes is amended to read:

SB176,109,10 185.83 (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 department secretary of state; 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.

SB176, s. 412 Section 412. 185.83 (1) (d) of the statutes is amended to read:

SB176,109,13 185.83 (1) (d) Receiving services of any process, notice or demand, authorized to be served on the department secretary of state by this chapter, $10.

SB176, s. 413 Section 413. 185.85 of the statutes is amended to read:

SB176,109,18 185.85 (title) Forms to be furnished by department of financial institutions secretary of state. The department secretary of state may provide forms for any document to be filed with the department secretary of state under this chapter.

SB176, s. 414 Section 414. 187.05 (1) of the statutes is amended to read:

SB176,110,16 187.05 (1) Trustees; terms; purposes. Any diocesan council or convention, conference, synod or other body of authorized representatives of any church or religious denomination or association or congregation thereof may elect any number of trustees, not less than three, to be incorporated; and when a certificate shall have been made and signed by the presiding officer and countersigned by the secretary of the body by which they were elected, stating that such persons, naming them, were elected trustees, the name of the body by whom elected, the corporate name by which such trustees are to be known, the term for which they are to hold their offices, and the purposes for which it is desired to incorporate them, and filed with the department of financial institutions in the office of the secretary of state, the persons named in such certificate as trustees and their successors in office shall be a body corporate for the purposes mentioned in such certificate and for such purposes, and no other, shall have the usual powers of a corporation; and the members of such corporation shall hold their positions for such term as the body electing them shall determine and until their successors are duly elected. Upon the receipt of such certificate, the department of financial institutions secretary of state shall issue a certificate of incorporation. But any diocesan council or convention, conference, synod or other body composed of or divided into district synods or other units may provide in its constitution for the election of one or more of its trustees by one or more of such district synods or other units or that one or more of its trustees shall be elected by said diocesan council or convention, conference, synod or other body from one or more of such district synods or other units.

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: