John Foust - JDC
| Jefferson Banner - Opinion John Foust - JDC |
| September 10, 1999
David R. Schornack, City Administrator (VIA FACSIMILE) Dear Dave: I had previously sent you my opinion that the Jefferson Development Corporation was a quasi-governmental corporation requiring compliance with the Wisconsin Open Meeting Laws. Dave Olson, of the Jefferson Development Corporation, contacted me last week and advised me that he had spoken with an assistant attorney general, and had received inforrnation from that office which would indicate the Jefferson Development Corporation was not a quasi-governmental corporation. I have reviewed opinions of the Attorney General's Office dealing with this subject, and I spoke with Bruce Olsen, Assistant Attorney General, the same individual that Dave Olson spoke with, regarding the Jefferson Development Corporation. Bruce Olsen advised me that Dave Olson had not read him my letter, nor was Bruce Olsen made aware of the significant powers delegated to the Jefferson Development Corporation under the covenants to the North Industrial Park. When I read Bruce Olsen the covenants dealing with those powers, he agreed with me that the Jefferson Development Corporation is a quasi-governmental corporation requiring compliance with Wisconsin Open Meeting Laws. Additional factors are the use of public space, city officials on the board of directors, and funding from the City. I also asked Bruce Olsen if the meetings could be separated as to public or private function. He felt that once an entity is deterrnined to be a quasi-governmental corporation, the Open Meetings law would apply to all meetings as there is a presumption that once the determination is made all meetings are for the purpose of exercising the governmental functions. The Jefferson Development Corporation would have the burden of overcoming the presumption that the meeting was for the purpose of exercising the governmental powers. If you should have any further questions, please feel free to contact me. Very truly yours, E. Scott Scheibel ----- OPINION NO. OAG 20-91, 80 Op. Att'y Gen. 129 (1991) Thus, prior attorney general opinions have reached inconsistent conclusions with respect to whether the term "quasi-govemmental 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." Sec. 19.81(1) and (4), Stats. The primary source in construing a statute is the statutory language itself. Non-technical words in a statute must be given their Page 135 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 superfiuous. 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:
McQuillin, Municipal Corporations ~ 2.13 (3rd ed. rev. 1987 & Supp. 1990). Page 136 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. OPINION NO. OAG 20-91, 80 Op. Att'y Gen. 129 (1991) Page 136 Both corporations enjoy the privilege of being housed in city-owned buildings, using city equipment and supplies and having corporate officers and staffincluded on the city payroll and in the city employe benefit plan. OPINION NO. OAG 20-91, 80 Op. Att'y Gen. 129 (1991) Page 136 I reach this conclusion despite the fact that a majority of directors of both corporations are private citizens not directly Page 137 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. OPINION NO. OAG 20-91, 80 Op. Att'y Gen. 129 ( 1991 ) Page 137 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 ofthe terrn "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. |