80 Op. Att'y Gen. 129 (1991)
 
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OPINION NO. OAG 20-91,

Wisconsin Attorney General Opinions

18 November 1991

Open Meeting;
Words And Phrases;

The term "quasi-governmental corporation" in
section 19.82(1), Stats., includes private
corporations which closely resemble
governmental corporations in function,
effect or status.

As currently organized, the Milwaukee
Economic Development Corporation and
Metropolitan Milwaukee Enterprise Corporation
constitute "quasi-governmental" corporations
within the meaning of section 19.82(1) and
are, therefore, subject to the open meetings
law.

ROBERT G. OTT,
Corporation Counsel Milwaukee County

You have asked for my opinion on the
applicability of the open meetings law,
sections 19.81-19.98, Stats., to the
Milwaukee Economic Development Corporation
and the Metropolitan Milwaukee Enterprise
Corporation.

The Milwaukee Economic Development
Corporation was originally incorporated in
1971, under the name Milwaukee Model Cities
Development Corporation ("MMCDC"), as a
chapter 181 nonstock, nonprofit corporation.

Two of MMCDC's incorporators were private
citizens and one was the assistant director
of the City of Milwaukee,
Department of City Development

("Department of City Development").

The purpose of the corporation, apparently,
was to provide economic development loans
to private citizens with funds the City of
Milwaukee ("city") obtained under
the Federal Model Cities Program.

In 1974, MMCDC changed its name to the
Milwaukee Economic Development Corporation
("MEDC").

In 1975, the federal government phased-out
the model cities program. Pursuant to a
phase-out plan, the Milwaukee City Council
authorized the mayor to execute a contract
with MEDC permitting MEDC to retain the
assets and interest it derived from model
cities program funds provided that MEDC
maintain a management agreement with
the city.

See
City of Milwaukee Resolution,
file number 73-1948-j.

 
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MEDC currently operates under restated
articles of incorporation, filed with the
Secretary of State on December 5, 1985, which
state that the purpose of the corporation is
to "further the economic development of the
City of Milwaukee and to promote job creation
in the metropolitan Milwaukee area."

The 1989 annual report for MEDC, which was
published by the Department of City
Development, describes MEDC as a
"City-sponsored corporation" which provides
financing to businesses that promise to
create job opportunities and new investment
in Milwaukee.

MEDC currently has a contract with the city
to administer funds the city obtains under
the federal Community Development Block Grant
and Urban Development Action Grant programs.

City of Milwaukee, Contract No. 88-26 (CM),
dated August 23, 1988.

Although MEDC has obtained some money from
commercial sources, the vast majority of
money MEDC uses to make loans is
derived from public funds.

The bylaws for MEDC set the number of
directors of the corporation at nine.

The bylaws reserve four of the nine directors
positions for specified city officials:

1)   the mayor,
2)   the comptroller,
3)   the president of the common council and
4)   a member of the common council,
     other than the president.

The bylaws for MEDC also provide that the
corporation shall have six officers:

1)   chairman of the board,
2)   vice chairman of the board,
3)   president,
4)   vice president,
5)   secretary and
6)   treasurer.

The bylaws state that the chairman and
vice-chairman of the board cannot be directly
affiliated with the city government.

The bylaws also state that the president,
vice president, secretary and treasurer may
be selected by the city pursuant to a
contract between the city and MEDC, and that
the city shall determine the salary for MEDC
officers selected by the city.

MEDC's bylaws and articles of incorporation
list the address for the Department of City
Development as MEDC's principal office.

 
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All of MEDC's offices are located in
city-owned buildings. Pursuant to the
contract MEDC currently has with the city,
the Commissioner of the Department of City
Development selected the current president,
vice president, secretary and treasurer of
the corporation.

All of those officers are city employes.

Some of MEDC's staff members are also city
employes.

The officers and staff are permitted to
conduct MEDC business during the hours for
which they are paid a city salary.

The city provides MEDC with all of the office
space, equipment and supplies needed by the
corporation.

Under the terms of the contract, MEDC is
responsible for reimbursing the city for the
salaries and benefits the city pays for the
time city employes spend working for MEDC,
and the cost of providing office space,
equipment and supplies to MEDC.

MEDC's obligation to reimburse the city
is offset against grants MEDC
receives from the city.

The Metropolitan Milwaukee Enterprise
Corporation ("MMEC") is a chapter 181
nonstock, nonprofit corporation
created in 1985.

MMEC provides economic development loans with
funds the city obtains under the federal
Small Business Administration loan program.

The articles of incorporation for MMEC, which
were filed with the Secretary of State on
November 1, 1985, set the number of directors
of the corporation at fourteen.

Neither MMEC's articles of incorporation nor
its bylaws reserve any directors positions
for city officials or employes.

However, two of MMEC's current directors
are city council members and one
is a city employe.

In all other relevant respects, MMEC's
relationship to the city is
similar to that of MEDC.

MMEC's articles of incorporation and
bylaws list the Department of City
Development as MMEC's principal office.

All of MMEC's offices are located in
city-owned buildings.

MMEC's bylaws state that its president,
vice president, secretary and treasurer
may be selected by the city under a
contract between the city and MMEC.

Pursuant to that provision, a city official
selected all of MMEC's current officers.

 
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All of MMEC's officers and some of
its staff members are city employes.

The city provides all office space, equipment
and supplies needed by MMEC.

The cost the city incurs in supplying staff
and other resources to MMEC is offset against
grants MMEC receives from the city.

The open meetings law applies to MEDC and
MMEC if they are "governmental bodies"
within the meaning of section 19.82(1),
which provides:

19.82(1)

     "Governmental body" means a state or
     local agency, board, commission,
     committee, council, department
     or public body corporate and politic
     created by constitution, statute,
     ordinance, rule or order;

     a governmental or quasi-governmental
     corporation except for the Bradley
     center sports and entertainment
     corporation created under ch. 232;
     any public purpose corporation,
     as defined in Section 181.79(1);

     a nonprofit corporation operating an ice
     rink which is owned by the state; or a
     formally constituted subunit of any of
     the foregoing, but excludes any such
     body or committee or subunit of such
     body which is formed for or meeting for
     the purpose of collective bargaining
     Under Subchapter IV or V of ch. 111.

You ask three questions regarding the proper
interpretation of the phrase "governmental
or quasi-governmental corporation."

Those questions can best be answered by
directly addressing the question whether
MEDC and MMEC are "quasi-governmental"
corporations within the meaning of
section 19.82(1).

The open meetings law does not define
"governmental or quasi-governmental
corporation." The drafting file for chapter
426, Laws of 1975, which created the current
open meetings law, contains no information on
the intended meaning of "governmental or
quasi-governmental corporation."

There is no Wisconsin case law
interpreting that phrase.

In 66 Op. Att'y Gen. 113 (1977), my
predecessor concluded that the Palmyra
Volunteer Fire Department, which was
organized as a chapter 181 nonstock,
nonprofit corporation, was not a
"governmental or quasi-governmental
corporation" within the meaning of
section 19.82(1).

 
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The fire department received money from the
Palmyra Fire Protection District for
providing fire protection to the district.

My predecessor stated that "even though a
corporation may serve some public purpose, it
is not a `governmental or quasi-governmental
corporation' under sec. 19.82(1), Stats.,
unless it also is created directly by the
Legislature or by some governmental body
pursuant to specific statutory authorization
or direction."

66 Op. Att'y Gen. at 115.

See also Informal Opinion, dated February 26,
1987, and Informal Opinion, dated July 13,
1987 (concluding that chapter 181 nonstock,
nonprofit corporations created by private
citizens to promote economic development are
not "quasi-governmental" corporations under
section 19.82(1)).

My predecessor applied a different analysis
in 73 Op. Att'y Gen. 54 (1984).

That opinion addressed whether the
Historic Sites Foundation, Inc. ("HSF")
was a "quasi-governmental corporation"
within the meaning of section 19.82(1).

HSF was a chapter 181 nonstock, nonprofit
corporation organized to manage the
Circus World Museum.

Members of the board of curators for the
State Historical Society of Wisconsin
served as directors of HSF.

After noting that HSF was created by private
individuals, id. at 56, the opinion went on
to consider other factors to determine
whether HSF was a "quasi-governmental
corporation."

The opinion cited the definition of "quasi"
in Webster's New Collegiate Dictionary 700
(7th ed. 1977):

1)   having some resemblance . . . by
     possession of certain attributes."

The opinion then noted that HSF had no
sovereign power, was not controlled by the
Legislature and had no other governmental
attributes.

The opinion further noted that while members
of the board of curators were also directors
of HSF, they held their positions with HSF as
private citizens, not as state officials.
As a result, the opinion stated that HSF was
not a "quasi-governmental corporation" within
the meaning of section 19.82(1).

 
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In 74 Op. Att'y Gen. 38 (1985), my
predecessor concluded that chapter 181
nonstock, nonprofit corporations created by
private individuals to provide financial
support to public radio and television
stations are not "quasi-governmental"
corporations within the meaning of
section 19.82(1).

That opinion followed the same analysis
as did the HSF opinion.

The opinion, however, went on to state:

    The term "quasi-governmental corporation"
    is limited to nonstock body politic
    corporations created by the Legislature
    to perform essentially governmental
    functions.

In support of that conclusion
the opinion referred to

McQuillin, Municipal Corporations
Section 2.13 (3rd ed. 1971),

providing that "a quasi-municipal corporation
is a public agency created or authorized by
the legislature to aid the state in, or take
charge of, some public or state work, other
than community government, for the general
welfare."

74 Op. Att'y Gen. at 43.

Thus, prior attorney general opinions have
reached inconsistent conclusions with respect
to whether the term "quasi-governmental
corporation" in section 19.82(1) is limited
to nonstock body politic corporations created
directly by the Legislature or some
other governmental body, or whether the term
also includes corporations that were not
created directly by a governmental body,
but have some other attributes that
resemble a governmental corporation.

For the reasons set forth below, I am of the
opinion that the term includes corporations
that have other governmental attributes.

The Legislature has declared that the
provisions of the open meetings law
must be liberally construed to
ensure that the public has the

    "fullest and most complete information
     regarding the affairs of government
     as is compatible with the conduct
     of governmental business."

Section 19.81(1) and (4), Stats.

The primary source in construing a statute
is the statutory language itself.

 
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Non-technical words in a statute must be
given their ordinary and accepted meanings
unless the statute specifies otherwise.

In addition, a statute should be construed
so as not to render any portion
of it superfluous.

State v. Sher,
149 Wis.2d 1, 8-9,
437 N.W.2d 878 (1989).

Webster's Third New International Dictionary
1861 (1986) defines "quasi" as:

     1:   having some resemblance
          (as in function, effect,
          or status) to a given thing.

Thus, the ordinary and accepted meaning
of "quasi" suggests that the term
"quasi-governmental corporation"
is not limited to corporations
created directly by a governmental body.

Moreover, the definition of "governmental
body" within section 19.82(1)
includes:

    "a state or local agency, board,
     commission, committee, council,
     department or public body corporate
     and politic created by constitution,
     statute, ordinance, rule or order."

Interpreting the term "quasi-governmental
corporation" as being limited to nonstock
body politic corporations created directly by
the Legislature or some other governmental
body would render the term superfluous.

For these reasons, I conclude that the term
"quasi-governmental corporation" in section
19.82(1) is not limited to corporations
created directly by a governmental body.

The term also includes private corporations
which, for other reasons, closely resemble
a governmental corporation in function,
effect or status.

This conclusion is supported by the section
of McQuillin, Municipal Corporations cited in
74 Op. Att'y Gen. 38 (1985), which has since
been revised to explain that:

     The term "quasi-public or
     quasi-governmental corporation" is
     not per se public or governmental.

     On its face, the term connotes that
     it is not a public corporation
     but a private one.

     But "quasi" indicates that the private
     corporation has some resemblance to a
     public corporation in function,
     effect or status.

McQuillin, Municipal Corporations Section
2.13 (3rd ed. rev. 1987 & Supp. 1990).

 
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Whether a particular private corporation
resembles a governmental corporation closely
enough to be a "quasi-governmental
corporation" within the meaning of section
19.82(1) must be determined on a case by case
basis, in light of all the relevant
circumstances.

The fact that MEDC and MMEC serve a public
purpose by promoting economic development
in the City of Milwaukee is not, in itself,
sufficient to make the corporations
"quasi-governmental."

See 66 Op. Att'y Gen. 113, 115 (1977);
Informal Opinion, dated February 26, 1987;
and Informal Opinion, dated July 13, 1987.

Nor is the fact that MEDC and MMEC receive
most of their funding from public sources.

Compare section 19.32(1) (including certain
nonprofit corporations that receive more than
fifty percent of their funds from a county or
municipality as an authority subject to the
public records law) with section 19.82(1)
(omitting receipt of public funds from
definition of "governmental body"
subject to the open meetings law).

However, in addition to these facts, four of
MEDC's nine directors are city officials.

They serve as directors by virtue of
their positions as city officials,
not as private citizens.

The city selected the president, vice
president, secretary and treasurer of MEDC
and MMEC.
All of those officers are city employes.
 The day-to-day operations of both
corporations are, therefore, subject to the
control of city employes.  Further, the
Department of City Development is the
principal place of business for both MEDC and
MMEC.

Both corporations enjoy the privilege of
being housed in city-owned buildings, using
city equipment and supplies and having
corporate officers and staff included
on the city payroll and in the
city employe benefit plan.

In light of all these facts, I conclude that
MEDC and MMEC resemble a governmental
corporation in purpose, effect or status
closely enough to constitute a
"quasi-governmental corporation" within
the meaning of section 19.82(1).

I reach this conclusion despite the fact that
a majority of directors of both corporations
are private citizens not directly affiliated
with the city and that the corporations are
free to alter their relationship to the city
by amending their articles of incorporation
and bylaws.

 
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The open meetings law declares that
the public is entitled to the

    "fullest and most complete information
     regarding the affairs of government
     as is compatible with the conduct
     of governmental business."

Section 19.81(1), Stats.

The city has obtained authority to appoint
the president, vice president, secretary
and treasurer of MEDC and MMEC.

All of the officers the city appointed are
city employes. Further, the city has agreed
to house, staff and provide equipment and
supplies to the corporations.

In making all these arrangements, the city
has transformed MEDC's and MMEC's business
into governmental business, about which the
public has a right to be informed.

the fact the city has been able to find
private corporations to acquiesce in such
an arrangement cannot work to deprive
the public of its right to knowledge
about governmental affairs.

I am aware that adopting a fact-based
test to determine whether a corporation
is a "quasi-governmental corporation"
within the meaning of section 19.82(1)
creates some uncertainty as to the
applicability of the open meetings law
in particular cases.

This result is necessitated by the
Legislature's use of the term
"quasi-governmental corporation."

Moreover, the resultant uncertainty can be
avoided without undue burden by resolving any
question as to the applicability of the open
meetings law in favor of complying with the
law.

JED:MWS

 
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