SB44: Bill Text

SB44,850,24 (c) The address of the domestic or foreign limited liability company's principal office.

SB44,851,2 (d) If management of the domestic or foreign limited liability company is vested in one or more managers, the name and business address of each manager.

SB44,851,4 (e) The name and business address of each member of the domestic or foreign limited liability company.

SB44,851,6 (f) A brief description of the nature of the domestic or foreign limited liability company's business.

SB44, s. 2128 Section 2128. 183.0120 (2) of the statutes is amended to read:

SB44,851,13 183.0120 (2) Information in the annual report shall be current as of the date on which the annual report is executed on behalf of a the domestic or foreign limited liability company, except that the information required by sub. (1) (e) shall be current as of the close of the domestic or foreign limited liability company's fiscal year immediately before the date by which the annual report is required to be delivered to the department.

SB44, s. 2129 Section 2129. 183.0120 (3) of the statutes is amended to read:

SB44,851,23 183.0120 (3) A domestic limited liability company shall deliver its initial annual report to the department during the first calendar quarter of the year following the calendar year in which the limited liability company's articles of organization become effective under s. 183.0111 and shall deliver each subsequent annual report during the first calender quarter of each subsequent year. A foreign limited liability company registered to transact business in this state shall deliver its annual report to the department during the first calendar quarter of each year following the calendar year in which the foreign limited liability company becomes registered to transact business in this state.

SB44, s. 2130 Section 2130. 183.0120 (4) of the statutes is amended to read:

SB44,852,3 183.0120 (4) If an annual report does not contain the information required by this section, the department shall promptly notify the reporting domestic or foreign limited liability company in writing and return the report to it for correction.

SB44, s. 2131 Section 2131. 183.0901 (3) of the statutes is created to read:

SB44,852,8 183.0901 (3) The department administratively dissolves the limited liability company under s. 183.09025 (2) (c), unless the limited liability company is subsequently reinstated under s. 183.09025 (4) (b) or pursuant to judicial review under ss. 227.52 to 227.58.

SB44, s. 2132 Section 2132. 183.09025 of the statutes is created to read:

SB44,852,14 183.09025 Administrative dissolution and reinstatement. (1) Grounds for administrative dissolution. The department may bring a proceeding under sub. (2) to administratively dissolve any limited liability company that does not deliver to the department the limited liability company's complete annual report within one year after the annual report is due.

SB44,852,19 (2) Procedure for administrative dissolution. (a) If the department determines that grounds exist under sub. (1) for dissolving a limited liability company, the department shall mail the limited liability company a notice of the determination. The notice shall be in writing and addressed to the registered office of the limited liability company.

SB44,852,24 (b) Within 60 days after the date on which the notice is received or the date on which the second insertion of the class 2 notice under par. (d) is published, the limited liability company shall correct each ground for dissolution or demonstrate to the reasonable satisfaction of the department that each ground determined by the department does not exist.

SB44,853,7 (c) If a limited liability company fails to satisfy par. (b), the department shall administratively dissolve the limited liability company. The department shall enter a notation in its records to reflect each ground for dissolution and the effective date of dissolution and shall mail the limited liability company a notice of those facts and a certificate of dissolution. The notice and certificate shall be in writing and addressed to the registered office of the limited liability company. The dissolution is subject to judicial review as provided in ss. 227.52 to 227.58.

SB44,853,12 (d) If a notice under par. (a) or (c) is returned to the department as undeliverable, the department shall again mail the notice to the limited liability company as provided under that paragraph. If the notice is again returned to the department as undeliverable, the department shall give the notice by publishing a class 2 notice under ch. 985 in the official state newspaper.

SB44,853,15 (3) Use of name following administrative dissolution. A limited liability company's right to the exclusive use of its name terminates on the date of the administrative dissolution under sub. (2) (c).

SB44,853,19 (4) Reinstatement. (a) A limited liability company that is administratively dissolved under sub. (2) (c) may apply to the department for reinstatement within 30 days after the date on which the limited liability company is dissolved. The application shall include all of the following:

SB44,853,21 1. The name of the limited liability company and the date on which it was administratively dissolved.

SB44,853,23 2. A statement that each ground for dissolution either did not exist or has been cured.

SB44,853,24 3. A statement that the limited liability company's name satisfies s. 183.0103.

SB44,854,8 (b) The department shall cancel the certificate of dissolution and issue a certificate of reinstatement under this paragraph if the department determines that the application contains the information required under par. (a), that the information is correct, and that all fees and penalties owed by the limited liability company to the department under this chapter have been paid. The certificate of reinstatement shall state the department's determination under this paragraph and the effective date of reinstatement. The department shall file the certificate and provide a copy to the limited liability company or its representative.

SB44,854,12 (c) When the reinstatement becomes effective, it shall relate back to and take effect as of the effective date of the administrative dissolution, and the limited liability company may resume carrying on its business as if the administrative dissolution had never occurred.

SB44,854,16 (d) If the department denies a limited liability company's application for reinstatement under par. (a), the department shall serve the limited liability company with a written notice of denial that explains each reason for the denial. The denial is subject to judicial review as provided in ss. 227.52 to 227.58.

SB44, s. 2133 Section 2133. 186.098 (12) of the statutes is amended to read:

SB44,855,2 186.098 (12) Loans to members. A credit union may make loans to members secured by assignment or transfer of stock certificates or other evidence of the borrower's ownership interest in a corporation formed for the cooperative ownership of real estate. Sections 846.10 and 846.101, as they apply to a foreclosure of a mortgage involving a one-family residence, apply to a proceeding to enforce the lender's rights in security given for a loan under this subsection. The office of credit unions shall promulgate joint rules with the division of savings institutions and the division of banking that establish procedures for enforcing a lender's rights in security given for a loan under this subsection.

SB44, s. 2134 Section 2134. 186.235 (11) (dg) of the statutes is amended to read:

SB44,855,21 186.235 (11) (dg) Special deputies. The office of credit unions may appoint one or more special deputies as agent to assist in the duty of liquidation and distribution of the assets of one or more credit unions whose business and property the office of credit unions holds. A certificate of appointment shall be filed in the office of credit unions and a certified copy in the office of the clerk of the circuit court for the county in which the credit union is located. The On behalf of the office of credit unions, the department of administration may employ counsel and the office of credit unions may procure expert assistance and advice as necessary in the liquidation and distribution of the assets of the credit union, and may retain any officers or employees of the credit union that the office of credit unions considers to be necessary. The special deputies and assistants shall furnish security for the faithful discharge of their duties in an amount that the office of credit unions considers to be necessary. The special deputies may execute, acknowledge and deliver any deeds, assignments, releases or other instruments necessary to effect any sale and transfer or encumbrance of real estate or personal property and may borrow money for use in the liquidation after the liquidation has been approved by the office of credit unions and an order obtained from the circuit court of the county in which the credit union is located.

SB44, s. 2135 Section 2135. 186.235 (16) (title) and (a) of the statutes are amended to read:

SB44,855,23 186.235 (16) (title) Annual Periodic examination.

SB44,856,3 (a) At Except as provided in par. (b), at least once each year every 18 months, the office of credit unions shall examine the records and accounts of each credit union. For that purpose the office of credit unions shall have full access to, and may compel the production of, each credit union's records and accounts. They may administer oaths to and examine each credit union's officers and agents.

SB44, s. 2136 Section 2136. 186.235 (16) (b) of the statutes is amended to read:

SB44,856,9 186.235 (16) (b) Instead of an annual examination of a credit union under par. (a), the office of credit unions may accept an audit report of the condition of the credit union made by a certified public accountant not an employee of the credit union in accordance with rules promulgated by the office of credit unions or may accept an examination or audit made or approved by the national board.

SB44, s. 2137 Section 2137. Chapter 189 of the statutes is repealed.

SB44, s. 2138 Section 2138. 190.001 of the statutes is repealed and recreated to read:

SB44,856,13 190.001 Definition. In this chapter, "division of hearings and appeals" means the division of hearings and appeals in the department of administration.

SB44, s. 2139 Section 2139. 190.02 (6) of the statutes is amended to read:

SB44,856,21 190.02 (6) Railroad intersections. To cross, intersect, join or unite its railroad with any other railroad, at any point, with the necessary turnouts, sidings and switches and other conveniences in furtherance of the objects of its connections. And if the 2 corporations cannot agree upon the amount of compensation to be made therefor or the points and manner of such crossings and connections the same shall be ascertained by the office division of hearings and appeals on application of either corporation.

SB44, s. 2140 Section 2140. 190.025 (2) (b) of the statutes is amended to read:

SB44,857,12 190.025 (2) (b) A railroad corporation that is subject to this subsection shall have all powers conferred by law upon railroad corporations. 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 the corporation shall determine, and as shall be authorized by the office department of financial institutions, or the interstate commerce commission federal surface transportation board 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. The evidences of debt may be convertible, at the option of the holder, into stock, and shares of stock. The shares may have a nominal or par value or, if the shares are shares of common stock, be without nominal or par value. The shares may be of such classes, with such rights and voting powers as may be expressed in the corporation's articles or any amendment thereto.

SB44, s. 2141 Section 2141. 190.03 of the statutes is amended to read:

SB44,858,3 190.03 Office in state; books produced. Any railroad corporation existing under the laws of this state shall produce before the office of the commissioner of railroads department of financial institutions, the legislature, or any committee of either house, or any court of record, its books of account and stock books, or so many and such parts thereof as may be required by them, or in the discretion of the office of the commissioner of railroads department of financial institutions, legislature, committee or court, transcripts from such books, or such parts thereof as may be called for, duly authenticated; and each such railroad corporation shall designate some office within this state as its principal office and inform the office of the commissioner of railroads department of financial institutions of such designation, and shall keep there or at the office of its transfer agents or registrars a list of its stockholders, giving the names and addresses of its stockholders, together with a statement of the number and class of shares of its stock held by each of them, as shown by its books. A failure or refusal to comply with any of the foregoing provisions shall be cause of forfeiture of its franchises.

SB44, s. 2142 Section 2142. 190.13 of the statutes is amended to read:

SB44,858,14 190.13 Report to stockholders. Every railroad corporation shall make an annual report to its stockholders of its operations for the preceding calendar year, or for its fiscal year, as the case may be, which report shall contain a balance sheet showing its assets and liabilities, its capital stock, and funded debt, and an income account showing its operating revenues, operating expenses, gross and net income, as the result of its traffic or business operations, and such other information in respect of its affairs as the board of directors shall deem advisable. A copy of each such report shall be kept on file in its principal office in this state, shall be mailed to each stockholder whose post-office address is known and shall be filed with the office of the commissioner of railroads department of financial institutions.

SB44, s. 2143 Section 2143. 190.16 (4) (a) of the statutes is amended to read:

SB44,858,23 190.16 (4) (a) Every railroad shall acquire the necessary right-of-way for and shall construct, connect, maintain and operate a reasonably adequate spur track whenever such spur track does not necessarily exceed 3 miles in length, is practically indispensable to the successful operation of any existing or proposed industry or enterprise, and its construction and operation is not unusually dangerous, and is not unreasonably harmful to public interest, and any person aggrieved by the failure of any railroad to fully perform such obligation may prosecute proceedings before the office division of hearings and appeals to compel compliance therewith.

SB44, s. 2144 Section 2144. 190.16 (4) (b) of the statutes is amended to read:

SB44,859,17 190.16 (4) (b) Such railroad may require the person primarily to be served thereby to pay the legitimate cost and expense of acquiring the necessary right-of-way for such spur track, and of constructing the same, the cost to be estimated in separate items by the office department of transportation or the division of hearings and appeals, and deposited with the railroad, before it shall be required to incur any expense whatever therefor; but such person, in lieu of depositing the total estimated cost may offer in writing to construct such spur track, the offer to be accompanied by a surety company bond, running to such railroad, and conditioned upon the construction of such spur track in a good and workmanlike manner, according to the plans and specifications of such railroad, approved by the office department of transportation or the division of hearings and appeals, and deposit with such railroad the estimated cost of the necessary right-of-way. Provided that before the railroad shall be required to incur any expense whatever in the construction of such spur track, the person primarily to be served thereby shall give the railroad a bond to be approved by the office department of transportation or the division of hearings and appeals as to form, amount and surety, securing the railroad against loss on account of any expense incurred beyond the estimated cost.

SB44, s. 2145 Section 2145. 190.16 (4) (c) of the statutes is amended to read:

SB44,859,25 190.16 (4) (c) Whenever a spur track is so constructed at the expense of the owner of any industry or enterprise, and any other person shall desire a connection with such spur track, application therefor shall be made to the office department of transportation or the division of hearings and appeals, and such other person shall be required to pay to such owner an equitable proportion of the cost thereof, to be determined by the office department of transportation or the division of hearings and appeals.

SB44, s. 2146 Section 2146. 190.16 (5) of the statutes is amended to read:

SB44,860,11 190.16 (5) Removal, when. Except where a spur track was constructed prior to June 16, 1925, at the expense of the railroad company, no spur track shall be removed, dismantled or otherwise rendered unfit for service except upon order of the office department of transportation or the division of hearings and appeals made after hearing held upon notice to all parties interested, and for good cause shown; provided that if no objection has been filed with the office department of transportation or the division of hearings and appeals within 20 days from the original publication of such notice, the office department of transportation or the division of hearings and appeals may without hearing authorize such spur track removed, dismantled or otherwise rendered unfit for service.

SB44, s. 2147 Section 2147. 191.001 of the statutes is amended to read:

SB44,860,14 191.001 Definition. In this chapter, "office" "department" means the office of the commissioner of railroads department of transportation.

SB44, s. 2148 Section 2148. 191.01 (2) of the statutes is amended to read:

SB44,860,21 191.01 (2) Construction, certificate from office department prerequisite. No railroad corporation shall begin the construction of any proposed line of railroad in this state until it shall have obtained from the office department a certificate that public convenience and a necessity require authorizing the construction of the railroad, and the certificate shall constitute the license from this state to the company to build its proposed railroad.

SB44, s. 2149 Section 2149. 191.02 (title) of the statutes is amended to read:

SB44,860,23 191.02 (title) Application for certificate of necessity.

SB44, s. 2150 Section 2150. 191.03 of the statutes is amended to read:

SB44,861,6 191.03 Articles; publication prerequisite to certificate. No railroad corporation shall make application for a certificate authorizing construction of a railroad unless it has caused a copy of its corporate articles to be published as a class 2 notice, under ch. 985, in each county in which the railroad is proposed to be located within 6 months next prior to the time of making such application, and files satisfactory proof thereof with the office department.

SB44, s. 2151 Section 2151. 191.05 of the statutes is amended to read:

SB44,861,12 191.05 Maps and profiles with application; changes. Complete maps and profiles of the proposed railroad shall be filed with the application for a certificate of convenience and necessity authorizing construction. The office department may permit errors, omissions or defects in the application, maps and profiles to be supplied or corrected, and permit changes in the proposed route to be made.

SB44, s. 2152 Section 2152. 191.06 of the statutes is amended to read:

SB44,861,19 191.06 Railroad extensions; certificate and notice necessary. If any railroad company organized prior to July 1, 1907, shall desire to extend its lines in this state or to build branches connected therewith, or to construct any portion of its authorized line of railroad, it shall, before beginning construction thereof, obtain a certificate of convenience and necessity authorizing the construction; but it shall not be necessary to publish the articles of such railroad.

SB44, s. 2153 Section 2153. 191.07 of the statutes is amended to read:

SB44,862,5 191.07 Hearing of applicants; notice. Upon receiving such an application for a certificate authorizing construction, the office shall department may set a time and place for a hearing, which time shall not be less than 3 weeks nor more than 8 weeks from the date of filing the application, and the place shall be at the city of Madison, or at some place along the line of the proposed railroad, if the office department deems the latter more convenient , and. If the department sets a hearing, the department shall give to the applicant notice thereof, which notice shall be published by the applicant, as a class 2 notice, under ch. 985, in each county in which the railroad, extension or branch is proposed to be located, and proof of such publication shall be filed with the office department.

SB44, s. 2154 Section 2154. 191.09 of the statutes is repealed and recreated to read:

SB44,862,8 191.09 Procedures before the department. Chapter 227 applies to all proceedings under this chapter.

SB44, s. 2155 Section 2155. 191.10 (title) of the statutes is amended to read:

SB44,862,10 191.10 (title) Certificate of necessity.

SB44, s. 2156 Section 2156. 191.10 (1) of the statutes is amended to read:

SB44,863,2 191.10 (1) Issuance, filing, recording, condemnation. If the office of the commissioner of railroads finds that the proposed railroad would be a public convenience and that a necessity requires its construction, the office of the commissioner of railroads shall enter an order to that effect and issue department issues to the applicant a certificate that public convenience and a necessity require the construction of the railroad as proposed. The certificate shall be filed in the office of the department of financial institutions and the department of financial institutions under this chapter, the applicant shall file the certificate with the department of financial institutions. The department of transportation shall approve the map showing the route of the railroad. The applicant shall record the map certified by the office of the commissioner of railroads department of transportation in the office of the register of deeds in each county in which the railroad shall be located. The filing of the certificate with the department of financial institutions and the recording of the map, as above provided, are conditions precedent to the right of the applicant to institute condemnation proceedings.

SB44, s. 2157 Section 2157. 191.10 (2) of the statutes is amended to read:

SB44,863,9 191.10 (2) Certificate for part of line. Whenever it shall appear to the office that public convenience and a necessity do not require the construction of the railroad as proposed in the application, but do require the construction of a part thereof, the office The department may issue a certificate for the construction of such part of the railroad as public convenience and necessity require proposed in the application.

SB44, s. 2158 Section 2158. 191.10 (3) of the statutes is amended to read:

SB44,863,16 191.10 (3) Refusal of certificate; renewal of application. If the office shall determine that the proposed railroad is not a necessity or is not required by public convenience, the office shall by order refuse to grant a certificate, department denies the application for a certificate, the department shall issue an order refusing the certificate and stating the reasons for the refusal. The application may be renewed after 2 years from the date of the refusal, but not sooner.

SB44, s. 2159 Section 2159. 191.11 of the statutes is amended to read:

SB44,863,24 191.11 Revocation of certificate. If any railroad company after obtaining a certificate that public convenience and a necessity require authorizing the construction of the whole or part of its railroad fails to begin construction within one year from the date of the certificate, or having begun such construction, fails to prosecute the same, the office department may inquire into the reasons for such failure and may revoke the certificate, if the office department finds, after notice and hearing, that such failure is unreasonable.

SB44, s. 2160 Section 2160. 191.13 (2) of the statutes is amended to read:

SB44,864,11 191.13 (2) No railroad corporation shall exercise such power until it has obtained from the office department a certificate that public convenience and necessity require authorizing the construction of the temporary railroad, and the certificate shall constitute the license to the company to build its proposed temporary railroad. The certificate shall specify the length of time the railroad may be maintained and operated, and may be renewed from time to time upon application by the railroad company. At the expiration of the time specified in the certificate, or any renewal thereof, the railroad company shall discontinue, dismantle and remove the temporary railroad; and may prior to the expiration of such time, upon order of the office department, and after a hearing, upon notice to all parties interested and good cause shown, discontinue, dismantle and remove the railroad.

SB44, s. 2161 Section 2161. 191.16 of the statutes is amended to read:

SB44,864,23 191.16 Construction items submitted to office department. Upon receiving the certificate of public convenience and necessity authorizing construction, the applicant shall before commencing construction submit to the office department a condensed specification of the character of construction that the applicant proposes to install, showing the kind, quality and weight of the rail proposed to be used, the mode of construction, character, quality, and strength of all bridges, culverts and viaducts, the abutments and approaches proposed to be built, the grade of and proposed method of draining the roadbed, and the kind of power to be used and the plant and appliances to be employed in power production, and such other facts relating to the construction of the proposed railroad as the office department requires.

SB44, s. 2162 Section 2162. 191.17 of the statutes is amended to read:

SB44,865,10 191.17 Public safety; investigation; approval of plans. Upon receiving the specification required by s. 191.16, the office department shall examine the same and shall hear the applicant in support thereof, shall suggest and require modifications of the specification if the public safety so demands, eliminating so far as may be practicable, consistent with reasonable cost, all grade crossings of public highways, shall inspect the route of the proposed railroad if deemed desirable, and shall otherwise investigate and determine that the proposed construction will be adequate for securing public safety in the operation of the railroad, and thereupon the office department shall enter an order approving the specification and authorizing the construction of the railroad in accordance therewith.

SB44, s. 2163 Section 2163. 191.19 (1) of the statutes is amended to read:

SB44,865,19 191.19 (1) Upon the completion of the construction of any railroad under the approved specification, the company shall, before operating the same for public service, report to the office department; and the office department shall inspect the work. If the office department finds that the railroad has been constructed in accordance with the approved specification and is otherwise suitable and properly constructed so as to secure public safety in the operation thereof, the office department shall enter an order authorizing its operation, which order shall be presumptive evidence of the sufficiency of such construction.

SB44, s. 2164 Section 2164. 191.19 (3) of the statutes is amended to read: