182.004(12)
(12) Outstanding notes or paid-up preferred or common stock may be exchanged for land contracts, mortgages or bonds of such corporation. Exchanged stock shall be canceled.
182.004(13)
(13) Any such corporation may be dissolved in the manner provided in
ch. 180, except that the resolution providing for the dissolution must be adopted by at least a majority vote of all of the stock, both common and preferred, and that after such vote the affairs of the corporation shall be placed in the hands of a trustee elected by the board of directors. Said trustee shall sell all assets on land contract or otherwise. Said corporation shall have power to pass free legal title to any purchaser or grantee of any lands, and any assignment or sale of any lands by such trustee shall pass the title of such corporation in such lands.
182.004(14)
(14) No filing fee is required to be paid by any corporation organized under this section.
182.005
182.005
Water reservoirs. The articles of a corporation organized in whole or in part to establish, maintain or operate a system of water reservoirs for the purpose of regulating the flow of any river in the state shall guarantee to every owner of water power located below the reservoir system, who does not already own his or her quota of stock, the right at any time to purchase from the corporation at par such a proportional share of all of the capital stock of the corporation as the cubic foot storage fall of the water power of the owner shall be of the sum of the cubic foot storage falls of all water powers benefited by the reservoir system. The cubic foot storage fall of any water power is the product of the height expressed in feet of the head obtained or obtainable by the dam at said power, multiplied by the storage capacity expressed in cubic feet of the reservoirs tributary to such power. The articles shall never be amended so as to withdraw said guaranty.
182.005 History
History: 1979 c. 110.
182.007
182.007
Charitable corporations and community funds, amending articles. 182.007(1)
(1) A community fund, community chest or community union corporation of a kind mentioned in
sub. (1m) may change substantially the original purposes of its organization upon the affirmative vote of at least two-thirds of its members entitled to vote, at a meeting called for that purpose and in no event shall its purposes be other than charitable.
182.007(1m)
(1m) Any nonstock corporation organized solely for charitable purposes and any community fund, community chest or community union corporation, organized for the purpose of raising funds for and serving community and public welfare agencies or services may, in addition to any method provided in its articles of organization, amend its articles at any annual meeting or at any special meeting duly called for that purpose. Notice of the meeting shall be published as a class 2 notice, under
ch. 985, the last insertion not less than 20 days prior thereto. The notice shall specify the time and place of such meeting, that such amendment will be proposed and a copy thereof. Unless otherwise provided in the articles 10 members shall constitute a quorum, and the amendment may be adopted by affirmative vote of two-thirds of the members present.
182.01
182.01
Business records; other duties of department of financial institutions. 182.01(1)
(1)
Definition. In this section, "department" means the department of financial institutions.
182.01(2)
(2) Record keeping responsibility. The department shall receive and maintain business formation records.
182.01(3)
(3) Name of drafter on documents. No articles of incorporation, articles of organization, articles of amendment, articles of merger, consolidation or share exchange, articles of dissolution, restated articles of incorporation, certificate of abandonment, or statement or articles of revocation of voluntary dissolution, provided for pursuant to
ch. 180,
181,
183,
185,
187, or
193; no registration statement, amendment of a registration statement, or written notice of withdrawal under
s. 178.40; and no certificate of limited partnership, certificate of amendment, restated certificate of limited partnership or certificate of cancellation, provided for pursuant to
ch. 179, shall be filed by the department unless the name of the individual who, or the governmental agency which, drafted such document is printed, typewritten, stamped or written thereon in a legible manner. A document complies with this subsection if it contains a statement in the following form: "This document was drafted by.... (Name)". This subsection shall not apply to a document executed prior to December 1, 1967, or to:
182.01(3)(a)
(a) A decree, order, judgment or writ of any court;
182.01(3)(b)
(b) A document executed or acknowledged outside this state.
182.01(4)
(4) Preparation of copies, issuance of certificates, and performance of services. The department shall establish by rule the fees for all of the following:
182.01(4)(a)
(a) Providing electronic access to, or preparing and supplying copies or certified copies of, any resolution, deed, bond, record, document, or paper deposited with or kept by the department under this section.
182.01(4)(b)
(b) Issuing certificates or statements, in any form, relating to the results of searches of records and files of the department.
182.01(4)(c)
(c) Processing any service of process, notice, or demand served on the department.
182.01(4)(d)
(d) Processing, in an expeditious manner, a document required or permitted to be filed with the department.
182.01(4)(e)
(e) Providing, in an expeditious manner, electronic access to any resolution, deed, bond, record, document, or paper deposited with or kept by the department under this section.
182.01(4)(f)
(f) Preparing, in an expeditious manner, any copies, certified copies, certificates, or statements provided under this section.
182.01(5)
(5) Conditional acceptance of filing fees. Before actually filing any document by making an endorsement on that document, the department may accept and deposit the filing fee submitted with that document upon the condition that if subsequent examination of the document establishes that it does not meet the requirements for filing, the fee may be refunded and upon the condition that if a discrepancy in the amount of the fee is subsequently discovered the department may then demand further payment of a shortage or refund an overpayment subject to
s. 20.905 (3).
182.01(6)
(6) Discrimination by corporations or limited liability companies. If a complaint is made to the department that any corporation or limited liability company authorized to do business in this state is guilty of discrimination under
s. 100.22, refer the matter to the department of agriculture, trade and consumer protection, which shall, if the facts justify it in its judgment, cause appropriate administrative or judicial proceedings to be commenced against the corporation or limited liability company and its officers or managers and members.
182.01(7)
(7) Reports to department of revenue; business combinations. The department of financial institutions shall quarterly deliver to the department of revenue, in a form specified by the department of revenue, a report identifying mergers and conversions of business entities for which articles of merger and certificates of conversion have been filed with the department of financial institutions indicating that an entity acquired in the merger or an entity converted in the conversion had a fee simple ownership interest in any Wisconsin real estate.
182.01 Cross-reference
Cross Reference: See also ch.
DFI-CCS 10, Wis. adm. code.
182.011
182.011
Corporate powers. Every corporation may take and acquire by lease, purchase, sale, conveyance or assignment and thereafter own, hold and enjoy any right, privilege or franchise granted to any person by any law of this state where such right, privilege or franchise would be in direct aid of the business of such corporation.
182.012
182.012
Special power to transfer property of nonstock corporation. 182.012(1)(1) Whenever the board of directors of any domestic corporation organized without capital stock determines that a sale or mortgaging of the whole or any part of its property is desirable, and that by reason of the removal, nonresidence of a great number of its members, or the loss of its records of membership, or other cause, it is impossible to call or hold any regular meeting at which a quorum of the members can be represented in person or by proxy, the board may cause a verified petition to be made in behalf of said corporation and presented to the circuit judge of the county in which said corporation has its location. Such petition shall set forth the date of the organization and the purpose of said corporation, the nature and extent of its property, reasons for the sale or mortgaging of the whole or any part thereof, the facts preventing the calling or holding of a meeting of a quorum of its members and such other matters as may be deemed material. Upon presentation thereof the circuit judge shall by order fix a time and place for a meeting of the members of such corporation and prescribe the time and manner of giving, and contents of a notice of said meeting, and direct the publication thereof as a class 2 notice, under
ch. 985, in a newspaper designated in the order.
182.012(2)
(2) Two-thirds of the members present at any meeting so called shall have power to sell, convey or mortgage or authorize to be sold, conveyed or mortgaged the whole or any part of the property described in such petition.
182.012(3)
(3) If such sale or mortgaging be approved or authorized, the officers of said corporation shall cause the petition, the order of the judge, proof by affidavit of the giving of notice of said meeting as required by said order and a certified copy of the minutes of the said meeting to be promptly filed in the office of the clerk of the circuit court of said county upon payment to said clerk of the fees properly chargeable in a special proceeding. Upon such filing, such property may be conveyed or mortgaged with the same right and authority as if such sale or mortgaging had been authorized by a sufficient affirmative vote of all members of said corporation.
182.0135
182.0135
Public utility corporation directors; not to delegate duty to manage; removal by commission. 182.0135(1)(1) The directors of corporations which are public utilities shall not, directly or indirectly, delegate or in any manner, temporarily or permanently, relinquish or surrender their duty to manage and direct the stock, property, affairs and business of such corporation.
182.0135(2)
(2) Any director violating the provisions of this section may be removed by the public service commission, after notice and hearing. If a director of a public utility is removed by the commission, the director shall be ineligible for a period of 2 years to serve as a director of said public utility.
182.0135 History
History: 1993 a. 482,
496.
182.016
182.016
River improvement corporations may flow lands. Any domestic corporation created in whole or in part for the purpose of improving any stream and driving, holding or handling logs therein, and any corporation owning or controlling dams, booms or improvements designed to accomplish any of said purposes, or any municipality or any domestic corporation organized for the purpose of furnishing electric current for public purposes, shall have the power to acquire all such lands as shall be necessary for its use for ponds and reservoir purposes. Nothing in this section shall be construed as repealing any provision of
s. 31.30.
182.017
182.017
Transmission lines; privileges; damages. 182.017(1)(1)
Right-of-way for. Any domestic corporation organized to furnish telegraph or telecommunications service or transmit heat, power or electric current to the public or for public purposes, an independent system operator, as defined in
s. 196.485 (1) (d), an independent transmission owner, as defined in
s. 196.485 (1) (dm), or a cooperative association organized under
ch. 185 or
193 to furnish telegraph or telecommunications service or a cooperative organized under
ch. 185 to transmit heat, power or electric current to its members, may, subject to
ss. 30.44 (3m),
30.45,
86.16 and
196.491 (3) (d) 3m. and to reasonable regulations made by any city, village or town through which its transmission lines or systems may pass, construct and maintain such lines or systems with all necessary appurtenances in, across or beneath any public highway or bridge or any stream or body of water, or upon any lands of any owner consenting thereto, and for such purpose may acquire lands or the necessary easements; and may connect and operate its lines or system with other lines or systems devoted to like business, within or without this state, and charge reasonable rates for the transmission and delivery of messages or the furnishing of heat, power or electric light.
182.017(2)
(2) Not to obstruct public use. But no such line or system or any appurtenance thereto shall at any time obstruct or incommode the public use of any highway, bridge, stream or body of water.
182.017(3)
(3) Abandoned lines removed. The public service commission after a public hearing as provided in
s. 196.26, and subject to the right of review as provided in
ch. 227, may declare any line to have been abandoned or discontinued, if the facts warrant such finding. Whenever such a finding shall have been made the corporation shall remove such line, and on failure for 3 months after such finding of abandonment or discontinuance, any person owning land over, through or upon which such line shall pass, may remove the same, or the supervisors of any town within which said lines may be situated, may remove the said lines from the limits of its highways, and such person or supervisors shall be entitled to recover from the company owning the lines the expense for labor involved in removing the property.
182.017(4)
(4) Location of poles. In case of dispute as to the location of poles, pipes or conduits, the commissioners appointed in condemnation proceedings under
ch. 32 may determine the location. In no case, except where the owner consents, shall poles be set in front of or upon any residence property, or in front of a building occupied for business purposes, unless the commissioners find that the same is necessary and the court may review the finding.
182.017(5)
(5) Tree trimming. Any such corporation which shall in any manner destroy, trim or injure any shade or ornamental trees along any such lines or systems, or, in the course of tree trimming or removal, cause any damage to buildings, fences, crops, livestock or other property, except by the consent of the owner, or after the right so to do has been acquired, shall be liable to the person aggrieved in 3 times the actual damage sustained, besides costs.
182.017(6)
(6) Municipal franchise required. No lighting or heating corporation shall have any right hereunder in any city, village or town until it has obtained a franchise or written consent for the erection or installation of its lines from such city, village or town.
182.017(7)
(7) High-voltage transmission lines. Any easement for rights-of-way for high-voltage transmission lines as defined under
s. 196.491 (1) (f) shall be subject to the conditions and limitations specified in this subsection.
182.017(7)(a)
(a) The conveyance under
ch. 706 and, if applicable, the petition under
s. 32.06 (7), shall describe the interest transferred by specifying, in addition to the length and width of the right-of-way, the number, type and maximum height of all structures to be erected thereon, the minimum height of the transmission lines above the landscape, and the number and maximum voltage of the lines to be constructed and operated thereon.
182.017(7)(b)
(b) In determining just compensation for the interest under
s. 32.09, damages shall include losses caused by placement of the line and associated facilities near fences or natural barriers such that lands not taken are rendered less readily accessible to vehicles, agricultural implements and aircraft used in crop work, as well as damages resulting from ozone effects and other physical phenomena associated with such lines, including but not limited to interference with telephone, television and radio communication.
182.017(7)(c)
(c) In constructing and maintaining high-voltage transmission lines on the property covered by the easement the utility shall:
182.017(7)(c)1.
1. If excavation is necessary, ensure that the top soil is stripped, piled and replaced upon completion of the operation.
182.017(7)(c)2.
2. Restore to its original condition any slope, terrace, or waterway which is disturbed by the construction or maintenance.
182.017(7)(c)3.
3. Insofar as is practicable and when the landowner requests, schedule any construction work in an area used for agricultural production at times when the ground is frozen in order to prevent or reduce soil compaction.
182.017(7)(c)4.
4. Clear all debris and remove all stones and rocks resulting from construction activity upon completion of construction.
182.017(7)(c)5.
5. Satisfactorily repair to its original condition any fence damaged as a result of construction or maintenance operations. If cutting a fence is necessary, a temporary gate shall be installed. Any such gate shall be left in place at the landowner's request.
182.017(7)(c)6.
6. Repair any drainage tile line within the easement damaged by such construction or maintenance.
182.017(7)(c)7.
7. Pay for any crop damage caused by such construction or maintenance.
182.017(7)(c)8.
8. Supply and install any necessary grounding of a landowner's fences, machinery or buildings.
182.017(7)(d)
(d) The utility shall control weeds and brush around the transmission line facilities. No herbicidal chemicals may be used for weed and brush control without the express written consent of the landowner. If weed and brush control is undertaken by the landowner under an agreement with the utility, the landowner shall receive from the utility a reasonable amount for such services.
182.017(7)(e)
(e) The landowner shall be afforded a reasonable time prior to commencement of construction to harvest any trees located within the easement boundaries, and if the landowner fails to do so, the landowner shall nevertheless retain title to all trees cut by the utility.
182.017(7)(f)
(f) The landowner shall not be responsible for any injury to persons or property caused by the design, construction or upkeep of the high-voltage transmission lines or towers.
182.017(7)(g)
(g) The utility shall employ all reasonable measures to ensure that the landowner's television and radio reception is not adversely affected by the high-voltage transmission lines.
182.017(7)(h)
(h) The utility may not use any lands beyond the boundaries of the easement for any purpose, including ingress to and egress from the right-of-way, without the written consent of the landowner.
182.017(7)(i)
(i) The rights conferred under
pars. (c) to
(h) may be specifically waived by the landowner in an easement conveyance which contains such paragraphs verbatim.
182.017 Annotation
Sub. (2) is a safety statute, the violation of which constitutes negligence per se. An allegation that a power pole located within 4 feet of the traveled portion of a roadway violated this provision stated a cause of action. Weiss v. Holman,
58 Wis. 2d 608,
207 N.W.2d 660 (1973).
182.017 Annotation
Sub. (5) is limited to damages arising from the construction, maintenance, or abandonment of facilities within a right-of-way. Vogel v. Grant-Lafayette Electric Cooperative,
195 Wis. 2d 198,
536 N.W.2d 140 (Ct. App. 1995),
94-0822.
182.0175
182.0175
Damage to transmission facilities. 182.0175(1)(am)
(am) "Emergency" means a condition that poses a clear and immediate danger to life or health, or a significant loss of property.
182.0175(1)(b)
(b) "Excavation" means any operation in which earth, rock or other material in or on the ground is moved, removed or otherwise displaced by means of any tools, equipment or explosives and includes grading, trenching, digging, ditching, drilling, augering, tunneling, scraping, cable or pipe plowing and driving and means any operation by which a structure or mass of material is wrecked, razed, rended, moved or removed.
182.0175(1)(bt)
(bt) "Local governmental unit" means a political subdivision of this state, a special purpose district in this state, an instrumentality or corporation of such a political subdivision or special purpose district, a combination or subunit of any of the foregoing or an instrumentality of the state and any of the foregoing.
182.0175(1)(c)
(c) "Transmission facilities" includes all pipes, pipelines, wires, cables, ducts, wirelines and associated facilities, whether underground or aboveground, regardless of the nature of their transmittants or of their in-service application. The term includes, but is not restricted to, utility facilities, government-owned facilities, facilities transporting hazardous materials, communications and data facilities, drainage and water facilities and sewer systems. The term does not include any of the following:
182.0175(1)(c)2.
2. A fuel storage tank and a fuel storage pipeline, if the pipeline does not cross a public right-of-way and if the tank and pipeline are located on property that is owned or leased by the user of the tank and pipeline.
182.0175(1)(d)
(d) "Working days" means days other than Saturday, Sunday and legal holidays.
182.0175(1m)(a)(a) Statewide system. Transmission facilities owners shall establish or designate a nonprofit organization governed by a board of directors as the operator of a one-call system. The one-call system shall be a statewide communication system in which a single operational center receives excavation notices and transmits notice information to affected-member transmission facilities owners.
182.0175(1m)(b)1.1. Except as provided in
subd. 2., a transmission facilities owner shall be a member of the one-call system.
182.0175(1m)(b)2.
2. A transmission facilities owner or lessee is not required to be a member of the one-call system if all of that person's transmission facilities are located on property owned or leased by that person. This subdivision does not apply to a governmental unit that is a transmission facilities owner.
182.0175(1m)(bm)
(bm)
Membership fees. Members may be assessed an initial start-up fee equal to the system's costs in adding the member to the one-call system, except that any initial start-up fee may not exceed $100 for a member whose transmission facilities serve less than 5,000 customers. For purposes of assessing the initial start-up fee, affiliated transmission facilities owners shall be considered a single member. Under this paragraph, a transmission facilities owner is affiliated with another transmission facilities owner if the transmission facilities owner, directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, the other transmission facilities owner. Members shall also be assessed a fee per notice of intended excavation activity. Membership in the one-call system ceases if a fee assessed under this paragraph is more than 90 days past due. A transmission facilities owner may be reinstated as a member upon payment of the amount past due.
182.0175(1m)(c)
(c)
Liability. Any transmission facilities owner who is required to be a member of the one-call system and has not complied with the membership requirement is liable for all damages to the owner's transmission facilities and for any other damages that occur as a result of a properly noticed excavation to the one-call system.
182.0175(1m)(d)
(d)
System functions. The one-call system shall do all of the following:
182.0175(1m)(d)4.
4. Accept notices of intended emergency location or emergency excavation activity 24 hours a day.
182.0175(1m)(d)5.
5. Inform the person providing notice of the names of transmission facilities owners who will receive the notice information.
