SB399: Bill Text

SB399,10,4 (b) A bond issued under this section may include, or be subject to, any of the following:

SB399,10,6 1. Early mandatory or optional redemption or purchase in lieu of redemption or tender, as provided in the resolution.

SB399,10,7 2. A provision providing a right to tender.

SB399,10,10 3. A trust agreement or indenture containing any terms, conditions, and covenants that the commission determines to be necessary or appropriate, but such terms, conditions, and covenants may not be in conflict with the resolution.

SB399,10,16 (c) The commission may purchase any bond issued under this section. Subject to the terms of any agreement with the bondholders, the commission may hold, pledge, resell, or cancel any bond purchased under this paragraph, except that a purchase under this paragraph may not effect an extinguishment of a bond unless the commission cancels the bond or otherwise certifies its intention that the bond be extinguished.

SB399,10,18 (d) The proceeds of a bond issued under this section may be used for a project in this state or any other state.

SB399,10,20 (6) Sale of bonds. (a) The sale of bonds under this section shall be conducted as provided in the bond resolution.

SB399,10,24 (b) A sale may be public or private. Bonds may be sold at the price or prices, and upon the conditions, determined by the commission. The commission shall give due consideration to the recommendations of the participants in the project when determining the conditions of sale.

SB399,11,2 (c) Bonds that are sold under this section may be serial bonds or term bonds, or both.

SB399,11,4 (d) If at the time of sale definitive bonds are not available, the commission may issue interim certificates exchangeable for definitive bonds.

SB399,11,12 (7) Bond security. (a) The commission may secure bonds by a trust agreement or indenture by and between the commission and one or more corporate trustees. A bond resolution, trust agreement, or indenture may contain provisions for pledging properties, revenues, and other collateral; holding and disbursing funds; protecting and enforcing the rights and remedies of bondholders; restricting individual rights of action by bondholders; and amendments, and any other provisions the commission determines to be reasonable and proper for the security of the bondholders or contracts entered into under this section in connection with the bonds.

SB399,11,23 (b) A pledge of property, revenues, or other collateral by a commission to secure the payment of the principal or redemption price of, or interest on, any bonds, or any reimbursement or similar agreement with any provider of credit enhancement for bonds, or any swap or other agreement entered into in connection with bonds, is binding on the parties and on any successors. The collateral shall immediately be subject to the pledge, and the pledge shall constitute a lien and security interest which shall attach immediately to the collateral and be effective, binding, and enforceable against the pledgor, its successors, purchasers of the collateral, creditors, and all others, to the extent set forth, and in accordance with, the pledge document irrespective of whether those parties have notice of the pledge and without the need for any physical delivery, recordation, filing, or further act.

SB399,12,2 (8) No personal liability. No board member of the commission is liable personally on the bonds or subject to any personal liability or accountability by reason of the issuance of the bonds, unless the personal liability or accountability is the result of willful misconduct.

SB399,12,8 (9) Bonds not public debt. (a) Unless otherwise expressly provided in the bond resolution, each issue of bonds by the commission shall be the limited obligation of the commission payable solely from amounts received by the commission from revenues derived from the project to be financed or refinanced or from any contract entered into or investment made in connection with the bonds and pledged to the payment of the bonds.

SB399,12,12 (b) The state and the political subdivisions who are parties to the agreement creating a commission under this section are not liable on bonds or any other contract entered into under this section, or for any other debt, obligation, or liability of the commission, whether in tort, contract, or otherwise.

SB399,12,21 (c) The bonds are not a debt of the state or the political subdivisions contracting to create a commission under this section. A bond issue under this section does not obligate the state or a political subdivision to levy any tax or make any appropriation for payment of the bonds. All bonds issued by a commission are payable solely from the funds pledged for their payment in accordance with the bond resolution or trust agreement or indenture providing for their issuance. All bonds shall contain, on their face, a statement regarding the obligations of the state, the political subdivisions who are parties to the agreement creating the commission, and the commission as set forth in this paragraph.

SB399,12,24 (10) Audits, fiscal year. (a) The board of a commission shall adopt a calendar year as its fiscal year for accounting purposes. The board shall annually prepare a budget for the commission.

SB399,13,5 (b) A commission shall maintain an accounting system in accordance with generally accepted accounting principles and shall have its financial statements and debt covenants audited annually by an independent certified public accountant, except that the commission by a unanimous vote may decide to have an audit performed under this paragraph every 2 years.

SB399,13,7 (c) A copy of the budget and audit shall be sent to the governing body of each political subdivision which is a party to the agreement that created the commission.

SB399,13,11 (11) Limitations. (a) A commission may not authorize federally tax-exempt bonds to finance a capital improvement project unless a political subdivision within whose boundaries the project is to be located has approved the financing of the project.

SB399,13,15 (b) This section provides a complete alternative method, to all other methods provided by law, to exercise the powers authorized in this section, including the issuance of bonds, the entering into of contracts related to those bonds, and the financing or refinancing of projects.

SB399,13,20 (c) Any action brought to challenge the validity of the proposed issuance of a bond under this section, or the enforceability of a contract entered into under this section, must be commenced in circuit court within 30 days of the commission adopting a resolution authorizing the issuance of the bond or the execution of the contract.

SB399,13,24 (d) Bonds issued under this section shall not be invalid for any irregularity or defect in the proceedings for their sale or issuance. The bonds shall contain a statement that they have been authorized and issued pursuant to the laws of this state. The statement shall be conclusive evidence of the validity of the bonds.

SB399,14,8 (12) State Pledge. The state pledges to and agrees with the bondholders, and persons that enter into contracts with a commission under this section, that the state will not limit, impair, or alter the rights and powers vested in a commission by this section, including the rights and powers under sub. (4), before the commission has met and discharged the bonds, and any interest due on the bonds, and has fully performed its contracts, unless adequate provision is made by law for the protection of the bondholders or those entering into contracts with a commission. The commission may include this pledge in a contract with bondholders.

SB399, s. 4 Section 4. 71.05 (1) (c) 10. of the statutes is created to read:

SB399,14,10 71.05 (1) (c) 10. A commission created under s. 66.0304.

SB399, s. 5 Section 5. 71.26 (1m) (k) of the statutes is created to read:

SB399,14,12 71.26 (1m) (k) Those issued under s. 66.0304.

SB399, s. 6 Section 6. 71.36 (1m) of the statutes is amended to read:

SB399,15,11 71.36 (1m) A tax-option corporation may deduct from its net income all amounts included in the Wisconsin adjusted gross income of its shareholders, the capital gain deduction under s. 71.05 (6) (b) 9. and all amounts not taxable to nonresident shareholders under ss. 71.04 (1) and (4) to (9) and 71.362. For purposes of this subsection, interest on federal obligations, obligations issued under s. 66.0304 by a commission, obligations issued under s. 66.0621 by a local professional baseball park district, a local professional football stadium district, or a local cultural arts district, obligations issued under ss. 66.1201, 66.1333, and 66.1335, obligations issued under s. 234.65 to fund an economic development loan to finance construction, renovation or development of property that would be exempt under s. 70.11 (36) and obligations issued under subch. II of ch. 229 is not included in shareholders' income. The proportionate share of the net loss of a tax-option corporation shall be attributed and made available to shareholders on a Wisconsin basis but subject to the limitation and carry-over rules as prescribed by section 1366 (d) of the Internal Revenue Code. Net operating losses of the corporation to the extent attributed or made available to a shareholder may not be used by the corporation for further tax benefit. For purposes of computing the Wisconsin adjusted gross income of shareholders, tax-option items shall be reported by the shareholders and those tax-option items, including capital gains and losses, shall retain the character they would have if attributed to the corporation, including their character as business income. In computing the tax liability of a shareholder, no credit against gross tax that would be available to the tax-option corporation if it were a nontax-option corporation may be claimed.

SB399, s. 7 Section 7. 71.45 (1t) (k) of the statutes is created to read:

SB399,15,13 71.45 (1t) (k) Those issued under s. 66.0304.

SB399, s. 8 Section 8. Initial applicability.

SB399,15,20 (1) The treatment of sections 71.05 (1) (c) 10., 71.26 (1m) (k), 71.36 (1m), and 71.45 (1t) (k) of the statutes first applies to taxable years beginning on January 1 of the year in which this subsection takes effect, except that if this subsection takes effect after July 31, the treatment of sections 71.05 (1) (c) 10., 71.26 (1m) (k), 71.36 (1m), and 71.45 (1t) (k) of the statutes first applies to taxable years beginning on January 1 of the year following the year in which this subsection takes effect.

SB399,15,21 (End)