SB176,103,224
185.08
(3) A registered agent may resign by mailing a written notice to both
25the
department secretary of state and the cooperative. The resignation becomes
1effective when the cooperative names a new registered agent or 60 days after the
2receipt of notice by the
department secretary of state, whichever is sooner.
SB176, s. 387
3Section
387. 185.31 (3) of the statutes is amended to read:
SB176,103,154
185.31
(3) The directors constituting the temporary board, named in the
5articles, shall hold office until the first member meeting. At that meeting and
6thereafter, directors shall be elected by the members at a member meeting in the
7manner and for the terms provided in the bylaws. If the bylaws provide that directors
8be from specified districts, the articles may limit voting for any director to members
9from within the district from which the director is to be elected. Unless the bylaws
10provide otherwise, a director's term of office shall be one year. Each director shall
11hold office for the term for which elected and until a successor takes office. The
12bylaws may permit selection of alternates to take the place of directors absent at a
13meeting of the board. Whenever any change is made in the board, the cooperative
14shall file within 20 days with the
department secretary of state a report showing the
15names and addresses of all directors.
SB176, s. 388
16Section
388. 185.35 (1) of the statutes is amended to read:
SB176,103,2517
185.35
(1) Unless the articles of incorporation provide otherwise, the principal
18officers of a cooperative are a president, one or more vice presidents as prescribed in
19the bylaws, a secretary and a treasurer. They shall be elected annually by the board
20at such time and in such manner as the bylaws provide. Upon original election and
21whenever any change is made in the officers, the cooperative shall file with the
22department secretary of state, within 20 days, a report showing the name and
23address of all officers. Each principal officer except the secretary and the treasurer
24must be a director of the cooperative. The offices of secretary and treasurer may be
25combined in one person.
SB176, s. 389
1Section
389. 185.48 (2) of the statutes is amended to read:
SB176,104,72
185.48
(2) The annual report shall be made on forms furnished by the
3department secretary of state, and the information therein contained shall be given
4as of the date of the execution of the report. The
department secretary of state shall
5forward by 1st class mail report blanks to each cooperative in good standing not later
6than 60 days prior to the date on which the cooperative is required to file an annual
7report under this chapter.
SB176, s. 390
8Section
390. 185.48 (3) of the statutes is amended to read:
SB176,104,159
185.48
(3) The annual report shall be delivered to the
department secretary of
10state in each year following the year in which the cooperative's articles are filed by
11the
department secretary of state, during the calendar year quarter in which the
12anniversary of the filing occurs. If the report does not conform to requirements, it
13shall be returned to the cooperative for necessary corrections. The penalties for
14failure to file such report shall not apply if it is corrected and returned within 30 days
15after receipt thereof.
SB176, s. 391
16Section
391. 185.48 (4) of the statutes is amended to read:
SB176,104,1817
185.48
(4) Any report not filed as required by sub. (3) may be filed only upon
18payment to the
department secretary of state of $26.
SB176, s. 392
19Section
392. 185.48 (5) of the statutes is amended to read:
SB176,105,320
185.48
(5) If the report is not filed within a year from the first day of the quarter
21calendar year in which the report is required, under sub. (3), to be delivered, the
22cooperative is not in good standing. Within the next 6 months the
department 23secretary of state shall mail to the cooperative a notice that it is no longer in good
24standing. If a cooperative has been out of good standing for more than 3 consecutive
25years immediately prior to January 1, 1978, the
department secretary of state shall
1provide only the notice required under s. 185.72 (3). Until restored to good standing,
2the
department secretary of state shall not accept for filing any document respecting
3such cooperative except those incident to its dissolution.
SB176, s. 393
4Section
393. 185.48 (6) of the statutes is amended to read:
SB176,105,85
185.48
(6) The cooperative may be restored to good standing by delivering to
6the
department secretary of state a current annual report and by paying the $26 late
7filing fee plus $15 for each calendar year or part thereof during which it was not in
8good standing, not exceeding a total of $176.
SB176, s. 394
9Section
394. 185.53 (2) of the statutes is amended to read:
SB176,105,1210
185.53
(2) The amendment shall be filed and recorded as provided in s. 185.82.
11The amendment becomes effective upon filing, and the
department secretary of state 12may then issue a certificate of amendment.
SB176, s. 395
13Section
395. 185.62 (1m) of the statutes is amended to read:
SB176,105,2314
185.62
(1m) If after the filing of the articles under sub. (1), but before the
15merger or consolidation is effective, the merger or consolidation is abandoned, as
16provided in s. 185.61 (5), 2 principal officers of each merging or consolidating
17cooperative shall sign a certificate of abandonment stating that the merger or
18consolidation is abandoned and the date of abandonment, and shall seal the
19certificate with the seal of each cooperative. The certificate of abandonment shall be
20filed and recorded prior to the date the merger or consolidation would otherwise be
21effective,
with the department in the office of the secretary of state and in each county
22where the cooperatives have their principal offices or registered agents, in the
23manner provided in s. 185.82.
SB176, s. 396
24Section
396. 185.72 (3) (a) of the statutes is amended to read:
SB176,106,4
1185.72
(3) (a) If it is established by the records in the
department office of the
2secretary of state that a cooperative failed to file its annual report as required by this
3chapter for the preceding 3 years, the
department
secretary of state may
4involuntarily dissolve the cooperative in the following manner:
SB176,106,65
1. The
department secretary of state shall give the cooperative notice of its
6delinquency by 1st class mail addressed to its situs.
SB176,106,117
2. If the delinquent cooperative is not restored to good standing under s. 185.48
8(6) within 90 days after the notice was mailed, the
department secretary of state shall
9issue a certificate of involuntary dissolution, which shall state the fact of involuntary
10dissolution, the date and cause of the dissolution and the dissolved cooperative's
11situs.
SB176,106,1312
3. The
department secretary of state shall file the original certificate of
13involuntary dissolution and mail a copy to the former cooperative at its situs.
SB176, s. 397
14Section
397. 185.72 (3) (bm) of the statutes is amended to read:
SB176,106,1715
185.72
(3) (bm) The
department secretary of state shall rescind the dissolution
16of a cooperative involuntarily dissolved under this subsection and issue a certificate
17stating the recision if all of the following are met:
SB176,106,2018
1. The cooperative files with the
department secretary of state 2 affidavits, each
19executed by a different person who is a principal officer of the cooperative, stating
20that the cooperative did not receive the notice under par. (a) 1.
SB176,106,2321
2. The cooperative pays to the
department secretary of state $100 in liquidated
22damages to cover the efforts of the
department secretary of state in rescinding the
23involuntary dissolution.
SB176, s. 398
24Section
398. 185.815 (intro.) of the statutes is amended to read:
SB176,107,3
1185.815 Recording change of principal office or registered agent. 2(intro.) If a document submitted to the
department
secretary of state for filing under
3this chapter changes the county of the principal office or of the registered agent:
SB176, s. 399
4Section
399. 185.815 (1) of the statutes is amended to read:
SB176,107,65
185.815
(1) An original of the document or a duplicate original endorsed by the
6department secretary of state shall be recorded in each county;
SB176, s. 400
7Section
400. 185.815 (3) of the statutes is amended to read:
SB176,107,108
185.815
(3) A certificate of the
department secretary of state listing the type
9and date of filing of recordable documents previously filed by the cooperative shall
10be recorded in the county of the new principal office or of the registered agent.
SB176, s. 401
11Section
401. 185.82 (1) (a) of the statutes is amended to read:
SB176,107,1412
185.82
(1) (a) Separate originals of the document for the
department secretary
13of state and for the register of deeds of each county in which the document is required
14to be recorded.
SB176, s. 402
15Section
402. 185.82 (1) (b) of the statutes is amended to read:
SB176,107,1716
185.82
(1) (b) A check payable to the
department secretary of state in the
17amount of the filing fee prescribed under s. 185.83.
SB176, s. 403
18Section
403. 185.82 (2) (a) of the statutes is amended to read:
SB176,107,2119
185.82
(2) (a) Unless the document does not conform to law, the
department 20secretary of state shall endorse on each original "Filed" and the date of filing and
21shall file one original.
SB176, s. 404
22Section
404. 185.82 (2) (b) of the statutes is amended to read:
SB176,107,2523
185.82
(2) (b) The
department secretary of state shall forward to each register
24of deeds the check under sub. (1) (c) and an original document or duplicate endorsed
25by the
department secretary of state, within 5 days of filing.
SB176, s. 405
1Section
405. 185.82 (3) of the statutes is amended to read:
SB176,108,62
185.82
(3) Each week the
department
secretary of state shall forward to each
3register of deeds a listing of all documents received during the preceding week for
4filing and recording as required under this chapter. For each document, the listing
5shall specify the type of document, the name of the cooperative, the name of the
6county of the cooperative's principal office or registered agent, and the date of filing.
SB176, s. 406
7Section
406. 185.82 (4) of the statutes is amended to read:
SB176,108,118
185.82
(4) A document required to be filed and recorded under this chapter is
9effective on filing with the
department secretary of state, except as provided in s.
10185.62. An error or omission in recording the document or a certificate under s.
11185.815 (2) with a register of deeds does not affect its effectiveness.
SB176, s. 407
12Section
407. 185.82 (5) of the statutes is amended to read:
SB176,108,1713
185.82
(5) A document filed with the
department secretary of state under this
14chapter before May 7, 1982 is effective unless the records of the
department secretary
15of state show that the document was recognized as ineffective because of a recording
16defect and the
department secretary of state or the cooperative acted in reliance on
17the ineffectiveness of the document.
SB176, s. 408
18Section
408. 185.82 (6) (a) (intro.) of the statutes is amended to read:
SB176,108,2019
185.82
(6) (a) (intro.) The
department
secretary of state may waive any of the
20following:
SB176, s. 409
21Section
409. 185.82 (6) (a) 2. of the statutes is amended to read:
SB176,108,2422
185.82
(6) (a) 2. An omission or defect in a document, if the
department 23secretary of state determines from the face of the document that the omission or
24defect is immaterial.
SB176, s. 410
25Section
410. 185.83 (1) (intro.) of the statutes is amended to read:
SB176,109,2
1185.83
(1) (intro.) The
department secretary of state shall charge and collect
2for:
SB176, s. 411
3Section
411. 185.83 (1) (b) of the statutes is amended to read:
SB176,109,104
185.83
(1) (b) Filing an amendment to or restatement of the articles or articles
5of merger, consolidation or division, $10, except that no fee may be collected for an
6amendment showing only a change of address resulting from the action of a
7governmental agency if there is no corresponding change in physical location and if
82 copies of the notice of the action are submitted to the
department secretary of state;
9and an additional fee of $1.25 for each $1,000 of authorized stock not authorized at
10the time of amendment, restatement, merger, consolidation or division.
SB176, s. 412
11Section
412. 185.83 (1) (d) of the statutes is amended to read:
SB176,109,1312
185.83
(1) (d) Receiving services of any process, notice or demand, authorized
13to be served on the
department secretary of state by this chapter, $10.
SB176, s. 413
14Section
413. 185.85 of the statutes is amended to read:
SB176,109,18
15185.85 (title)
Forms to be furnished by
department of financial
16institutions secretary of state. The
department secretary of state may provide
17forms for any document to be filed with the
department
secretary of state under this
18chapter.
SB176, s. 414
19Section
414. 187.05 (1) of the statutes is amended to read:
SB176,110,1620
187.05
(1) Trustees; terms; purposes. Any diocesan council or convention,
21conference, synod or other body of authorized representatives of any church or
22religious denomination or association or congregation thereof may elect any number
23of trustees, not less than three, to be incorporated; and when a certificate shall have
24been made and signed by the presiding officer and countersigned by the secretary of
25the body by which they were elected, stating that such persons, naming them, were
1elected trustees, the name of the body by whom elected, the corporate name by which
2such trustees are to be known, the term for which they are to hold their offices, and
3the purposes for which it is desired to incorporate them, and filed
with the 4department of financial institutions in the office of the secretary of state, the persons
5named in such certificate as trustees and their successors in office shall be a body
6corporate for the purposes mentioned in such certificate and for such purposes, and
7no other, shall have the usual powers of a corporation; and the members of such
8corporation shall hold their positions for such term as the body electing them shall
9determine and until their successors are duly elected. Upon the receipt of such
10certificate, the
department of financial institutions
secretary of state shall issue a
11certificate of incorporation. But any diocesan council or convention, conference,
12synod or other body composed of or divided into district synods or other units may
13provide in its constitution for the election of one or more of its trustees by one or more
14of such district synods or other units or that one or more of its trustees shall be elected
15by said diocesan council or convention, conference, synod or other body from one or
16more of such district synods or other units.
SB176, s. 415
17Section
415. 187.05 (3) (a) (intro.) of the statutes is amended to read:
SB176,110,2318
187.05
(3) (a) (intro.) Any denominational body mentioned in sub. (1) having
19a constitution (or other instrument of organization), in writing, at any stated
20meeting may vote to become a corporation and designate any of its members of adult
21age, not less than 10 in number, to make, acknowledge and file with the
department
22of financial institutions secretary of state a certificate substantially in the following
23form:
SB176, s. 416
24Section
416. 187.05 (3) (a) (form) 4. of the statutes is amended to read:
SB176,111,4
1187.05
(3) (a) (form) 4. The corporation may amend its constitution (or other
2written instrument of organization) as therein provided, and file with the
3department of financial institutions secretary of state a certificate thereof duly
4acknowledged.
SB176, s. 417
5Section
417. 187.16 (1) of the statutes is amended to read:
SB176,111,226
187.16
(1) Incorporation. Any corps of the Salvation Army in the state of
7Wisconsin may become incorporated as a charitable, educational, missionary,
8philanthropic, beneficial and religious organization, by the commander in chief of
9the Salvation Army in the United States of America and the territorial commander
10of the central territory of the Salvation Army in the United States of America,
11together with three other officers or laypersons, members of the said local Salvation
12Army corps, executing, acknowledging and filing a certificate of incorporation
with
13the department of financial institutions in the office of the secretary of state, giving
14its corporate name, the location of the headquarters of said corps in Wisconsin, the
15names of the incorporators, its general objects and purposes. Said certificate shall
16be recorded
with the department of financial institutions in the office of the secretary
17of state and a verified copy thereof in the office of the register of deeds in the county
18wherein the main office of said corps of the Salvation Army is located. When such
19record is made the corporation shall come into existence and possess the powers and
20privileges granted to corporations by ch. 181 so far as the same are applicable or
21necessary to accomplish its purpose, and also such powers as are conferred by this
22section.
SB176, s. 418
23Section
418. 187.16 (5) of the statutes is amended to read:
SB176,112,524
187.16
(5) Amendment of articles. The articles of incorporation of such
25corporation may be altered or amended by a two-thirds vote of the trustees of such
1corporation. When adopted, a copy of such amendment accompanied by certificates
2signed by the president and secretary of the corporation shall be filed with the
3department of financial institutions secretary of state and the original documents
4shall be recorded with the register of deeds of the county where such corporation
5shall have its principal office.
SB176, s. 419
6Section
419. 187.19 (7) of the statutes is amended to read:
SB176,112,147
187.19
(7) Articles to be recorded in office of register of deeds. Whenever
8any of said congregations have complied with the foregoing provisions, the articles
9of incorporation thereof shall be made out accordingly, be signed by the president and
10secretary in the presence of two witnesses, who shall sign their names thereto, and
11acknowledged before some notary public or other person authorized by law thereto
12and filed
with the department of financial institutions in the office of the secretary
13of state, and recorded in the office of the register of deeds in the county or counties
14where such corporation may own real estate.
SB176, s. 420
15Section
420. 187.19 (9) of the statutes is amended to read:
SB176,113,216
187.19
(9) Amendment of articles. The articles of incorporation of any such
17congregations may be altered or amended by the unanimous vote of the directors of
18such corporation. When adopted, duplicate copies of such amendment, each with a
19certificate thereto affixed, signed by the president and secretary and the other
20directors, and sealed with the corporate seal, if there be any, stating the fact and date
21of the adoption of such amendment and that the same was adopted by unanimous
22vote of the directors of the corporation and that such copy is a true copy of the original,
23shall be made, and one of such duplicate copies shall be filed
with the department
24of financial institutions in the office of the secretary of state and the other shall be
25recorded in the office of the register of deeds of the county where such corporation
1is located and in the office of the register of deeds of any other county or counties
2where the corporation may own real estate.
SB176, s. 421
3Section
421. 187.19 (10) of the statutes is amended to read:
SB176,113,154
187.19
(10) Dissolution of corporation. Any corporation organized under this
5section may dissolve by adopting a resolution to that effect by unanimous vote of the
6directors of such corporation. When adopted, duplicate copies of such resolution of
7dissolution, each with a certificate thereto affixed, signed by the president and
8secretary and the other directors, and sealed with the corporate seal, if there be any,
9stating the fact and date of adoption of such resolution and that the same was
10adopted by unanimous vote of the directors of the corporation and that such copy is
11a true copy of the original, shall be made, and one of such duplicate copies shall be
12filed
with the department of financial institutions
in the office of the secretary of
13state and the other shall be recorded in the office of the register of deeds of the county
14where such corporation is located and in the office of the register of deeds of any other
15county or counties where the corporation may own real estate.
SB176, s. 422
16Section
422. 188.06 of the statutes is amended to read:
SB176,113,25
17188.06 Powers of trustees. The powers conferred by this chapter upon the
18trustees of a subordinate grange or council of granges of the Patrons of Husbandry
19shall not be exercised until the chief officers of such grange or council of granges shall
20make and sign a certificate setting forth the name, number and date of organization
21of such grange or council and the number and names of its trustees first elected, and
22record the same in the office of the register of deeds in the county in which such
23grange or council is located; nor, in case of the state grange, until the like officers
24thereof shall have made, signed and filed a like certificate
with the department of
25financial institutions in the office of the secretary of state.
SB176, s. 423
1Section
423. 188.08 (1) of the statutes is amended to read:
SB176,114,112
188.08
(1) Any post, county or district council or department of the American
3Legion organized in this state pursuant to the acts of congress passed September 16,
41919, and the acts amendatory thereto, and any unit, county or district council, or
5department of the auxiliary of the American Legion organized in this state, shall
6have full corporate power to transact business in this state and to take over the assets
7and liabilities of the existing posts, units, county or district councils, or departments
8upon filing with the
department of financial institutions secretary of state a
9statement of its intent so to do and a full and complete list of its duly elected officers,
10and shall by so doing become a body corporate. No filing fee shall be charged by the
11department of financial institutions secretary of state for so doing.
SB176, s. 424
12Section
424. 188.085 of the statutes is amended to read:
SB176,115,11
13188.085 Changing names and dissolving units of the American Legion. 14Any post, county, district council, department or other unit of the American Legion
15or of the auxiliary of the American Legion which has become a body corporate under
16the provisions of s. 188.08 may change its name or dissolve by the adoption of a
17written resolution to that effect, by a vote of a majority of its members present at a
18meeting called for that purpose and by filing the same as herein provided. Such
19resolution, with a certificate thereto affixed, signed by the commander and adjutant,
20or like or similar officers, stating the facts, including the date of the adoption of such
21resolution, the number of members present at such meeting, and the number of
22members who voted for the adoption of the resolution, shall be forwarded to and filed
23with the
department of financial institutions secretary of state, and thereupon the
24name of such corporation shall be changed or the corporation shall cease to exist, as
25the case may be. In lieu of the foregoing method of dissolution, any corporation
1formed under s. 188.08 may be dissolved by the filing of a certificate with the
2department of financial institutions secretary of state reciting that such corporation
3has ceased to be a unit of the American Legion or its auxiliary. Such certificate shall
4be signed by the national commander and national adjutant of the American Legion
5or by the state commander and state adjutant of the American Legion, department
6of Wisconsin. In the case of units of the auxiliary the certificates shall be signed by
7the national president and national secretary or the department president and
8department secretary. Corporations dissolved under this section shall continue to
9have corporate existence for the time and purposes specified in s. 181.65. No fee shall
10be charged by the
department of financial institutions
secretary of state for such
11filing.
SB176, s. 425
12Section
425. 188.09 (1) of the statutes is amended to read:
SB176,116,213
188.09
(1) Any chapter, county or district council, or department of the
14Disabled American Veterans, organized in this state pursuant to an act of congress
15of the United States, known as Public No. 186, seventy-second congress (H.R. 4738),
16and the acts amendatory thereto, any unit or department of the auxiliary of the
17Disabled American Veterans in this state and any dugout or state department of the
18National Order of Trench Rats, their auxiliaries and affiliated organizations, or any
19department thereof, organized in this state, shall have full corporate power to
20transact business in this state and to take over the assets and liabilities of the
21existing chapters, county or district councils, department of Wisconsin, their
22auxiliaries and affiliated organizations, or any department thereof, upon filing with
23the
department of financial institutions secretary of state a statement of its intent
24so to do, and a full and complete list of its duly elected officers, and shall by so doing
1become a body corporate. No filing fee shall be charged by the
department of
2financial institutions secretary of state for so doing.
SB176, s. 426
3Section
426. 188.095 of the statutes is amended to read:
SB176,116,20
4188.095 Changing names and dissolving units of the Disabled
5American Veterans. Any chapter, county or district council, or department of the
6Disabled American Veterans, or other unit of the Disabled American Veterans, or of
7the auxiliaries of the Disabled American Veterans, which has become a body
8corporate under s. 188.09, may, whenever its articles do not provide the manner in
9which its name shall be changed or of its dissolution, change its name or dissolve by
10the adoption of a written resolution to that effect, by a vote of the majority of its
11members present at a meeting called for that purpose, and by filing the same as
12herein provided. A certificate thereto affixed, signed by the commander and
13adjutant, or like or similar officers, stating the facts, including the date of adoption
14of such resolution, the number of members present at such meeting, and the number
15of members who voted for the adoption of the resolution, shall be forwarded to and
16filed with the
department of financial institutions
secretary of state, and thereupon,
17the name of such corporation shall be changed or the corporation shall cease to exist
18as the case may be, except that in case of dissolution, it shall continue to exist for the
19purpose of winding up its affairs. No fee shall be charged by the
department of
20financial institutions secretary of state for such filing.
SB176, s. 427
21Section
427. 188.10 of the statutes is amended to read:
SB176,117,4
22188.10 Corporate powers of the Wisconsin Veterans Council. The
23Wisconsin Veterans Council shall have full corporate power to transact business in
24this state upon filing with the
department of financial institutions secretary of state 25a full and complete list of its duly elected officers. The Wisconsin Veterans Council
1shall during each succeeding year of its existence file with the
department of
2financial institutions secretary of state on or before the first day of January of each
3succeeding year thereafter a like list of its duly elected officers. No filing fees shall
4be charged by the
department of financial institutions
secretary of state for so doing.
SB176, s. 428
5Section
428. 188.11 (1) of the statutes is amended to read: