¶ 103. (dissenting). The majority concludes that the Beaver Dam Area Development Corporation (BDADC) is a "governmental body" within the definition of Wis. Stat. § 19.82(1) (2005-06),1 whose meetings are subject to Wisconsin's open meetings laws, Wis. Stat. §§ 19.83 to 19.98. It also concludes *127that BDADC is an "authority" within the definition of Wis. Stat. § 19.32(1) that must comply with the state's public records laws, Wis. Stat. §§ 19.33 to 19.39.
¶ 104. Recognizing the importance and sensitivity of economic development in the state, the majority attempts to ameliorate its far-reaching decision by affirming its devotion to economic development and declining to award some of the relief the State requested. See majority op., ¶¶ 93-98. However, the majority fails to provide realistic guidance on how a non-profit economic development corporation can avoid conducting business in the fishbowl of the open meetings and public records statutes without severing its cooperative relationship with its municipal beneficiary and paying for all its economic development initiatives with private money. For multiple reasons, I respectfully dissent.
I. BACKGROUND
¶ 105. In 2004 the State filed a complaint and amended complaint against BDADC seeking declaratory judgment that BDADC is a "quasi-governmental corporation" within the statutory definitions of "governmental body" and "authority" and, thus, subject to Wisconsin's open meetings and public records laws. As a result, this case involves BDADC during the time period leading up to the filing of the State's complaint and amended complaint. The circuit court found that BDADC is not a "quasi-governmental corporation" under either Wis. Stat. §§ 19.32(1) or 19.82(1) and denied declaratory judgment.
¶ 106. The following background facts are derived from the circuit court's findings of fact and are supplemented by facts in the record.
*128¶ 107. BDADC is a private, non-profit corporation that was organized under Wis. Stat. ch. 181 on January 31, 1997. The City of Beaver Dam (City) did not incorporate BDADC, and BDADC was not created pursuant to any constitution, statute, or ordinance. The exclusive purpose of BDADC, as stated in its bylaws, is "to engage in economic development and business retention within the corporate limits and lands which could become part of the corporate limits of the City of Beaver Dam and for all lawful purposes incident thereto." In conjunction with this stated purpose, BDADC does not provide services related to public health or safety to any county or municipality, including the City.
¶ 108. BDADC's Board of Directors (Board) has consisted of as many as 13 individuals,2 12 of whom have voting powers. These individuals, all residents of Beaver Dam, are selected for their "knowledge of economic development and business retention, cultural, civic, moral, public and other needs of the Beaver Dam area, and for general representation of varied elements or organizations of the area." The Board is therefore comprised of local industrialists, educational leaders, bankers, business leaders, and attorneys. The Board generally meets once each month over the lunch hour at the private places of employment of Board members. The mayor of Beaver Dam and the chairperson of Beaver Dam's community development committee both serve as ex officio voting members of the Board. The executive vice president of the Beaver Dam Area Chamber of Commerce serves as a non-voting member of the Board.
*129¶ 109. Board directors are nominated and elected solely by existing members of the Board. They serve without compensation. When a director's 3-year term expires, the Board elects a replacement. Except for the ex officio directors, a director may be removed from office by an affirmative vote of the majority of the Board. The electors of the City are the only persons who may remove the two ex officio directors. A director may also resign by filing his or her written resignation with the secretary of the Board.
¶ 110. BDADC's bylaws also provide for several officer positions. The bylaws state:
The officers of [BDADC], except for the Executive Vice President, shall be elected from among the Board of Directors and shall consist of a President, a Treasurer, a Secretary, and such other Vice-Presidents as the Board of Directors may choose to elect. An Executive Vice President shall be appointed by majority vote of the Board of Directors and need not be a member of the Board of Directors.
Under this arrangement, the Executive Vice President is the only compensated, full-time employee of BDADC and manages the day-to-day operations of the corporation.
¶ 111. Since its incorporation, BDADC has had a single paid employee. Trent Campbell (Campbell), former Economic Development Director of the City, was the Executive Vice President of BDADC from approximately April 1, 1997, until his resignation, effective January 1, 2005. The City did not control Campbell's day-to-day activities as Executive Vice President; he served at the pleasure of the Board and did not have any authority to enter into contracts on BDADC's behalf. The authority to contract for BDADC was reserved with the Board. While clerical assistance was available from *130the City, Campbell did virtually all his own typing, faxing, and e-mailing. He had his own computer, which was not connected to a City network. Campbell never consulted with a City attorney for legal advice regarding BDADC business; the Board solicited independent legal counsel on an as-needed basis. Campbell left BDADC in early 2005, and neither he nor his replacement were or are City employees during their service as Executive Vice President of BDADC.
¶ 112. From its inception until this suit, BDADC leased an office from the City on the lower level of a municipal building. However, the Board did not hold its meetings in municipal buildings.
¶ 113. BDADC and the City entered into cooperation agreements on April 1, 1997, and January 1, 2004. The 2004 agreement, effective through December 31, 2023, replaced the 1997 agreement, which was originally to last until the end of 2006. Both agreements recognized that BDADC was "created for the purpose of encouraging and stimulating economic development within the City and lands which could become part of the corporate limits of the City."
¶ 114. The agreements provided that the City would furnish, upon request, office space, clerical support, copy and fax machine use, telephone use, and postage. In addition, the City was privy to BDADC's accounting records and finances at BDADC's office upon 10 days' prior written notice. The City also made funds raised through Tax Increment Financing (TIF) districts in the City's Tax Increment Financing Project Plan available to BDADC for economic development. TIF funds were granted under both the 1997 and 2004 agreements with the caveat that "[s]uch funds may be subject to program conditions as may he established *131and approved by the City at the time of approval of the Project Plan or at the time of contribution of such funds to [BDADC]."
¶ 115. BDADC is funded primarily by allocations of the City's room tax3 and interest on these allocations. The 1997 cooperation agreement provided that, under a City ordinance, 90 percent of all room tax proceeds would be deposited in an economic development fund. Seventy-five percent of this economic development fund was to be allocated and disbursed quarterly to BDADC to "be used to provide economic incentives (including related expenses) to encourage businesses to locate and/or expand within the City." The 2004 cooperation agreement increased this allocation to 90 percent of the City's economic development fund.
*132¶ 116. The 1997 and 2004 cooperation agreements included several clauses to protect the interests of BDADC and the City. Both agreements stated that BDADC was to submit a "management plan" and budget to the City for the succeeding calendar year. The management plan was to include "a description of the programs and activities [BDADC] intends to undertake during the calendar year." The agreements provided for voluntary termination by either party upon "gross misconduct" of the other, or termination by the City "upon structural change of [BDADC] by amendment of its Articles of Incorporation." Pursuant to the cooperation agreements, BDADC was required to obtain public liability insurance, automobile liability insurance, and employers liability insurance. The City was entitled to the following protections pursuant to the agreements:
Indemnity
[BDADC] shall indemnify and hold City harmless from and against any claims, demands, actions, causes of action, proceedings, actions and liabilities, together with all costs, expenses and disbursements (including reasonable attorneys fees and costs) incurred by the City as a result of the [BDADCfs acts or omissions hereunder.
The agreements provided that "under no circumstances shall any alderperson, officer, official, director, member or employee of the City or [BDADC] have any personal liability arising out of this Cooperation Agreement, and no party shall seek or claim any such personal liability." Nothing in the cooperation agreements limited BDADC to having the City as its only client.
¶ 117. Pursuant to BDADC's original articles of incorporation, upon voluntary or involuntary dissolution or liquidation of BDADC, any remaining assets, *133after payment of its liabilities, were to be distributed to or for the benefit of non-profit organizations located in Beaver Dam and used for economic development and business retention. BDADC's articles of incorporation were amended on February 25, 1997, to provide that upon dissolution any such assets would instead be transferred to the City.
¶ 118. BDADC cannot bind the City to any obligation or contract. Recommendations or proposals brought to the City by BDADC are considered or acted upon by the City under Wisconsin's public records and open meetings laws. As a result, the public is able to monitor the support provided by the City to BDADC, as well as the work of the BDADC that requires City action.
¶ 119. On July 15,2004, the State filed a complaint against BDADC seeking declaratory judgment that BDADC is a "quasi-governmental corporation" subject to Wisconsin's open meetings and public records laws. The State's complaint sought a court order requiring BDADC to conduct its affairs in compliance with such laws.
¶ 120. On December 20, 2004, the State filed an amended complaint that reiterated its initial claims and added a claim of relief against individual members of the Board for violating open meetings and public records law by participating in several closed-session meetings. The State's amended complaint sought forfeitures between $25 and $300 from all members of the Board for each violation.
¶ 121. In 2005 BDADC negotiated with several businesses to attract new or expanded development to the Beaver Dam community. BDADC negotiated, but did not itself sign, a memorandum of understanding between Wal-Mart Stores East, LP and the City, to bring a large distribution center to the area. Beaver Dam Mayor John Hankes signed the agreement.
*134¶ 122. On February 2,2006, the circuit court found that BDADC is not a "quasi-governmental corporation" as that term is used in Wis. Stat. §§ 19.32(1) and 19.82(1). Accordingly, the circuit court held that BDADC was not subject to open meetings and public records laws. The State's amended complaint against BDADC was dismissed with prejudice and the State appealed.
¶ 123. The court of appeals certified the appeal to this court pursuant to Wis. Stat. § (Rule) 809.61. The court of appeals asked this court to provide guidance regarding the meaning of the term "quasi-governmental corporation," as it is used in Wis. Stat. §§ 19.32(1) and 19.82(1). The court of appeals noted that "any set of factors used to determine whether a corporation is 'quasi-governmental' should flow from a developed discussion of legislative intent." The court of appeals requested this court to develop a test for determining whether a private economic development corporation is a "quasi-governmental corporation" and to apply that test to BDADC.
II. ANALYSIS
¶ 124. I have four primary concerns with the majority's conclusion and analysis. The importance of these concerns cannot be appreciated without understanding the impact of the majority's interpretation of Wisconsin's open meetings and public records laws on private non-profit economic development corporations. Consequently, my analysis begins with a discussion of these laws.4 I will then set forth each of my four concerns with the majority's conclusion and analysis.
*135A
¶ 125. Wisconsin's open meetings and public records laws are founded on the premise that an informed electorate will produce the most effective representative government. Our legislature has enacted these statutes to provide for the broadest practical access to government. See Hempel v. City of Baraboo, 2005 WI 120, ¶ 22, 284 Wis. 2d 162, 699 N.W.2d 551. Declarations of policy in Wis. Stat. §§ 19.31 and 19.81, respectively, proclaim that the public is entitled to "the greatest possible information" and "the fullest and most complete information" regarding the affairs of government. At the same time, however, these declarations also qualify access to information with limiting phrases such as "consistent with the conduct of governmental business" and "compatible with the conduct of governmental business." Wis. Stat. §§ 19.31, 19.81. Thus, there is a strong, but not absolute, presumption in favor of disclosure of information relating to government affairs. Hempel, 284 Wis. 2d 162, ¶ 28.
¶ 126. When municipalities directly engage in economic development, their activities are subject to relevant open meetings and public records statutes. Accordingly, one motive for the proliferation of separate economic development corporations has been a desire to avoid the application of these laws. There are some people who believe that some facets of successful eco*136nomic development are not compatible with the sort of real-time disclosure these laws require.
¶ 127. The majority attacks the legitimacy of this motivation when it declares that "we cannot countenance a government body circumventing the legislative directive for an open and transparent government by paying an entity to perform a governmental function." Majority op., ¶ 4. It construes the statutory term "quasi-governmental corporation" so broadly that it is likely to close off the option of a non-profit economic development corporation that is beyond the reach of these statutes. It will mean little to persons involved in economic development to be assured that a majority of the Wisconsin Supreme Court is "cognizant of the realities of economic development and the need, at times, for flexibility and confidentiality," id., if the majority has made that flexibility and confidentiality nearly impossible.
¶ 128. Compliance with Wisconsin's public records and open meetings laws requires subject entities to establish various notices, procedures, and policies. Satisfying these requirements will not be easy. The majority tries to soften its holding by pointing to a few exceptions to open meetings and public records laws, see majority op., ¶¶ 81-87, and by acknowledging that some circumstances might require "that the harm to the public from disclosure should be balanced against the benefit of disclosure to the public." Majority op., ¶ 84. Nonetheless, many of the requirements that will likely become applicable to private economic development corporations after this decision will create significant administrative burdens that will necessitate time and substantial expense, and compromise the confidentiality of subject materials.
*137¶ 129. For example, the public records laws require an impacted entity (an "authority" under Wis. Stat. § 19.32(1)) to establish many policies and procedures to grant public access to "records."5 "Records" can include items like e-mail messages and telephone call logs that are created or kept by an "authority" and are not purely personal.6
¶ 130. Entities subject to public records laws must establish public records policies. An "authority," including a "quasi-governmental corporation," "shall adopt, prominently display and make available for inspection and copying at its offices ... a notice containing a description of its organization and the established times and places at which" the public may obtain and access records and the costs thereof. Wis. Stat. § 19.34(1). This notice must also "separately *138identify each position of the authority that constitutes a local public office or a state public office." Id.
¶ 131. Entities subject to public records laws must also establish designated office hours for access to public records. An authority that maintains regular office hours where records in the custody of the entity are kept "shall permit access to the records ... at all times during those office hours, unless otherwise specifically authorized by law." § 19.34(2). If no regular office hours are kept, the authority must either provide access to the records upon 48 hours written or oral notice of intent to inspect or copy a record, or establish a period of at least two consecutive hours per week during which access to records of the authority is permitted. Wis. Stat. § 19.34(2)(b)l.-2.
¶ 132. In addition to availability requirements, an authority must provide facilities "comparable to those used by its employees to inspect, copy and abstract" the record or records during established office hours. Wis. Stat. § 19.35(2). However, an authority is not required to purchase or lease photocopying or similar equipment or provide a separate room for public use to satisfy this requirement. Id.
¶ 133. A custodian of a record subject to public records laws must respond to a public records request. Wis. Stat. § 19.35(4). The custodian must state specific, reasons for denying a public records request. Osborn v. Bd. of Regents of Univ. of Wis. Sys., 2002 WI 83, ¶ 16, 254 Wis. 2d 266, 647 N.W.2d 158. This requirement creates an administrative burden even if access to records is not warranted. The court of appeals addressed the requirements of Wis. Stat. § 19.35(4) in ECO, Inc. v. City of Elkhorn, 2002 WI App 302, 259 Wis. 2d 276, 655 N.W.2d 510:
*139Open records law mandates action once a request is received; Wis. Stat. § 19.35(4) addresses time for compliance and states, in relevant part:
(a) Each authority, upon request for any record, shall, as soon as practicable and without delay, either fill the request or notify the requester of the authority's determination to deny the request in whole or in part and the reasons therefor. (Emphasis added.)
Thus, under § 19.35(4)(a), receipt of an open records request triggers either a duty to respond to the request or a duty to produce the requested records. Here, the City neither responded to the April 24, 1996 request nor produced the requested documents. It is incumbent upon the custodian of the public record who refused the demand of inspection to "state specifically the reasons for this refusal." Hathaway [v. Joint School Dist. No. 1, City of Green Bay], 116 Wis. 2d [388,] 396[, 342 N.W.2d 682 (1984)] (citation omitted). A custodian's denial of access to a public record must be accompanied by a statement of the specific public policy reasons for the refusal. Chvala v. Bubolz, 204 Wis. 2d 82, 86-87, 552 N.W.2d 892 (Ct. App. 1996). The City did not provide any response whatsoever and therefore did not comply with open records law.
ECO, Inc., 259 Wis. 2d 276, ¶ 24.
¶ 134. Even if an authority need not make requested records available for inspection or copying, it will still be burdened with the duty to respond to a request "as soon as practicable and without delay" and to state its reasons for refusal. Wis. Stat. § 19.35(4)(a). If the request for records is in writing, a denial or partial denial of access to records must also be in writing. Wis. Stat. § 19.35(4)(b). Thus, an authority's statutory choices are twofold: comply or deny. WTMJ, Inc. v. Sullivan, 204 Wis. 2d 452, 457, 555 N.W.2d 140 *140(Ct. App. 1996). "[C]ompliance at some unidentified time in the futureO is not authorized by the open records law." Id. at 458. If an authority withholds a record or delays granting access to a record after a written request is made, a requester may immediately bring a mandamus action asking a court to order release of the record. Wis. Stat. § 19.37(1); WTMJ, 204 Wis. 2d at 461. Any authority that "arbitrarily and capriciously denies or delays response to a request" may expose itself to punitive damages and a forfeiture of not more than $1,000. Wis. Stat. § 19.37(3)-(4).
¶ 135. Wisconsin's open meetings laws create additional responsibilities for a "governmental body," including a "quasi-governmental corporation." Wis. Stat. § 19.82(1). The two basic requirements of the open meetings laws are: (1) public notice of meetings; and (2) meetings must be held in open session. Wis. Stat. § 19.83(1). The chief presiding officer of a governmental body or such person's designee must give notice of meetings to (1) the public; (2) "those news media who have filed a written request for such notice;" and (3) "the official newspaper designated under [state statute] or, if none exists, to a news medium likely to give notice in the area." Wis. Stat. § 19.84(l)(b).
¶ 136. The statute specifies how public notice must be given. The public notice "shall set forth the time, date, place and subject matter of the meeting, including that intended for consideration at any contemplated closed session, in such form as is reasonably likely to apprise members of the public and the news media thereof." Wis. Stat. § 19.84(2). The public notice of a meeting of a governmental body may also provide for a period of public comment. Id. Public notice of a meeting of a governmental body "shall be given at least 24 hours prior to" its commencement "unless for good *141cause such notice is impossible or impractical, in which case shorter notice may be given, but in no case may the notice be provided less than 2 hours in advance of the meeting." Wis. Stat. § 19.84(3). "Separate public notice shall be given for each meeting of a governmental body at a time and date reasonably proximate to the time and date of the meeting." Wis. Stat. § 19.84(4).
¶ 137. The specificity necessary to satisfy the notice requirement was recently addressed by this court. See State ex rel. Buswell v. Tomah Area School Dist., 2007 WI 71, ¶¶ 28-32, 301 Wis. 2d 178, 732 N.W.2d 804 (establishing a three-factor reasonableness test to determine whether subject-matter in a meeting notice was specific enough to satisfy Wis. Stat. § 19.84). As a result, it may not be satisfactory for a non-profit economic development corporation to list "discussion of economic development prospects" month after month without identifying the prospects.
¶ 138. The "open session" requirement of Wis. Stat. § 19.83 is also a mandate. All "governmental body" business of any kind, formal or informal, must be initiated, discussed and acted upon in "open session," unless one of the exemptions set forth in Wis. Stat. § 19.85(1) applies. Wis. Stat. § 19.83(1). An "open session" is defined as "a meeting which is held in a place reasonably accessible to members of the public and open to all citizens at all times." Wis. Stat. § 19.82(3).
¶ 139. BDADC's current arrangement of meeting at the private business places of Board members over the lunch hour is likely deficient. The policy of openness favors governmental bodies holding their meetings in public places, such as a municipal hall or school, rather than on private premises. See 67 Wis. Op. Att'y Gen. 125, 127 (1978). BDADC made a point of holding its meetings away from the municipal building in which it once had its office.
*142¶ 140. Our decision in Sands v. Whitnall School District, 2008 WI 89, 312 Wis. 2d 1, 754 N.W.2d 439, this term, is likely to affect any "governmental body" that is authorized by Wis. Stat. § 19.85(1) to discuss certain business in closed session. The gist of the Sands decision is that the discussion in a properly-conducted closed meeting is no longer off limits to discovery in proper litigation.
¶ 141. In sum, compliance with the requirements of Wisconsin's public records and open meetings laws will be not be a cakewalk. The requirements set forth above touch only part of the regulatory minefield that many private economic development corporations will now be forced to travel.7 These requirements could place significant administrative and practical burdens on a non-profit economic development corporation like BDADC that has only one paid employee. Responding to requests for access to records that may be confidential, privileged, or time-sensitive could be a great hindrance to the work product of a single individual.8 Furthermore, the potential expense of lost productivity from complying and taking steps to avoid the necessity of complying, and additional costs of legal counsel to assure compliance, could be burdensome.
¶ 142. To sum up, open meetings and public records requirements established by the majority's *143holding will likely present burdens and obstacles for many economic development corporations in Wisconsin.
B
¶ 143. Applying the requirements of the open meetings and public records laws to a non-profit economic development corporation with a single employee should raise serious questions without additional analysis. But I have four additional concerns with the majority opinion:
(1) The majority opinion provides virtually no guidance to the public regarding how to determine whether an entity is a "quasi-governmental corporation." The majority's use of a "totality of circumstances" test, without specifying a list of factors to be considered or identifying what factors are critical or dispositive, is extraordinarily unhelpful;
(2) The majority opinion relies on precedents from Maryland, New York, and Florida that interpret and apply unique statutory language in those states. It is a mistake to try to interpret the meaning of an undefined statutory term in Wisconsin based on the interpretation of different terms in other states;
(3) The majority opinion fails to analyze the statutory and legislative history behind the legislature's choice of the term "quasi-governmental corporation" in a serious and convincing manner; and
(4) The majority opinion misapplies the law to the facts, even under the "test" it has chosen, and relies upon irrelevant facts that occurred after the filing of this suit.
1. Guidance
¶ 144. This case involves a pure question of statutory interpretation — namely, determining the meaning *144of "quasi-governmental corporation" — so that certain private entities will know whether their actions are subject to Wisconsin's open meetings and public records laws. It is deeply troubling that the majority opinion offers no clear test, no determinative factor (or even a set of enumerated factors), for interested parties and courts to apply to determine whether a particular entity is a "quasi-governmental corporation." Instead, the majority advises that "[i]f an entity does not want to be subject to the open meetings and public records laws, then it should change the circumstances under which it operates." Majority op., ¶ 7. This phantom guidance is bound to have a chilling effect on entities who seek lawfully to avoid the constraining requirements of these statutes.9
¶ 145. The majority opinion claims to recognize "the need... for flexibility and confidentiality" in the conduct of municipal economic development initiatives. Majority op., ¶ 4. However, it does not provide crucial guidance required by those engaged in the development, management, and day-to-day operation of entities created to serve such policy goals. Instead, the majority cryptically sets forth only "some of the factors to be examined in determining what constitutes a *145'quasi-governmental corporation' subject to open meetings and public records laws," majority op., ¶ 8 (emphasis added), leaving no usable test with which one might determine what is meant by this term in Wis. Stat. §§ 19.32(1) and 19.82(1).
¶ 146. Although it might be easier to ask the legislature to clarify the scope and meaning of "quasi-governmental corporation," this course is not available in the instant litigation. Hence, it is our duty to make our best judgment of what the term means. The majority's answer fosters uncertainty by empowering judges to impose penalties on people, on a case-by-case basis, with virtually no guidance of who will get whacked.
¶ 147. The majority was given options, and it has attempted to meld different tests together to reach a desired outcome. The briefs of the parties and amici set forth several choices to give meaning to "quasi-governmental corporation." Two primary options (based on formal Attorney General opinions) were suggested. A third vaguer option (based on a noted treatise) was also submitted, and the majority seems at least partially to embrace it.10 See majority op., ¶¶ 9, 35, 79 (discussing "function, effect, or status"). In essence, however, the majority chose "none of the above." Any of the suggested options would be preferable to the majority's open-ended, non-specific "test": "In sum, we determine that an entity is a quasi-governmental corporation within the meaning of Wis. Stat. §§ 19.82(1) and 19.32(1) if, *146based on the totality of circumstances, it resembles a governmental corporation." Majority op., ¶ 99. This "test" requires the public to traverse dense fog without any fog lines.
¶ 148. One option the majority could have selected would limit "quasi-governmental corporations" to those entities created expressly by government under statutory authority. A 1977 Attorney General opinion discussing whether the Palmyra Volunteer Fire Department was subject to the open meetings law interpreted Wis. Stat. § 19.82(1) and concluded that "[e]ven though a corporation may serve some public purpose, it is not a 'governmental or quasi-governmental corporation' under [Wis. Stat. § 19.82(1)] unless it also is created directly by the Legislature or by some governmental body pursuant to specific statutory authorization or direction." 66 Wis. Op. Att'y Gen. 113, 115 (1977) (emphasis added). The Attorney General opined that the volunteer fire department in question did not meet the definition in Wis. Stat. § 19.82(1) because it was not created directly by the legislature or another governmental body. Id. at 114-15.
¶ 149. The "created-directly-by-government" test may be too easy to skirt, but it is clear. BDADC could not be classified as a quasi-governmental corporation if this test were applied.
¶ 150. The second potential option comes from a 1991 Attorney General opinion, 80 Wis. Op. Att'y Gen. 129 (1991). The majority opinion tries to utilize this opinion, but it fails to explicitly enumerate the factors that are important or worthy of consideration. By embracing an open-ended "totality" test, the majority aggravates the ambiguity in the 1991 opinion.
¶ 151. The 1991 Attorney General opinion focused on several factors to determine whether two *147private corporations resembled a governmental corporation enough to be a "quasi-governmental corporation." Id. at 136. It favored an analysis on a "case by case basis, in light of all the relevant circumstances." Id. The opinion was candid "that adopting a fact-based test to determine whether a corporation is a 'quasi-governmental corporation'. . . creates some uncertainty as to the applicability of the open meetings law in particular cases." Id. at 137.
¶ 152. Using the 1991 opinion, the Wisconsin Department of Justice (DOJ) subsequently compiled the following non-exclusive list of six factors:
(1) whether the corporation serves a public purpose; (2) the extent to which the corporation receives public funding for its operation; (3) whether the bylaws of the corporation either reserve positions on the board of directors for government officials or employees, or give a government actor the power to appoint government officials and employees to the board of directors; (4) whether the government in fact appointed government employees or officials to the corporation's board of directors; (5) whether government employees served as officers of the corporation; and (6) the extent to which the corporation was housed in government offices, used government equipment and was staffed by government employees.
Wisconsin Open Meetings Law: A Compliance Guide (2007) 4 (citing 80 Wis. Op. Att'y Gen. 129, 136 (1991)), available at http://www.dqj.state.wi.us/AWP/2007 OMCG-PRO/2007_OML_Compliance_Guide.pdf (last visited June 27, 2008).
¶ 153. It should be noted thqt the DOJ list does not include the factor that was dispositive in the 1977 opinion: namely, the corporation's creation by govern*148ment.11 Moreover, it begins with the elusive question "whether the corporation serves a public purpose," a question that could be debated at length in a class on political philosophy.
¶ 154. The State's brief recognizes that the 1991 Attorney General opinion is "not free from ambiguity" and that "the multitude of factors applied make it cumbersome as the basis for a general standard that yields a predictable result." This evaluation of the 1991 Attorney General opinion is consistent with the DOJ's prior commentary on the guidance in that opinion. In 1996 the DOJ's open meetings compliance guide stated, with regard to 80 Wis. Op. Att'y Gen. 129 (1991): "There is no clear-cut test for determining whether a particular corporation resembles a governmental corporation closely enough to be considered 'quasi-governmental.'" Wisconsin Open Meetings Law: A Compliance Guide (1996) 2.12 It is ironic that the 1996 DOJ open meetings law compliance guide — a guide that someone in the position of organizing a private, non-profit economic development corporation in early 1997 might reference —concluded that there was "no clear-cut test" to deter*149mine whether a particular entity was subject to Wisconsin freedom of information laws.
¶ 155. The 1991 Attorney General opinion dealt with two private corporations whose boards, employees, and day-to-day operations were effectively controlled by the City of Milwaukee. Thus, the result of the opinion is understandable. However, the analysis is murky, and is based far more on policy than legislative intent.
¶ 156. The third option presented to define "quasi-governmental corporation" is that found in 1 McQuillin, Municipal Corporations § 2.13 (3d rev. 1999). The McQuillin treatise discusses "quasi-public corporations," which could be viewed as similar, although not identical, to quasi-governmental corporations. Id. The 1991 Attorney General opinion quoted the 1990 version of the McQuillin treatise: "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." 80 Wis. Op. Att'y Gen. at 135 (quoting McQuillin, Municipal Corporations § 2.13 (3rd ed. rev. 1987 & Supp. 1990)).
¶ 157. The "function, effect or status" test in Mc-Quillin presents an enumerated list of three factors to consider to determine whether an entity is a quasi-governmental corporation subject to open meetings and public records laws. These three factors, although rather vague, present a clearer starting point than the "totality of circumstances" and "resembles a governmental corporation" standards provided by the majority. Majority op., ¶ 99. However, the "function, effect or status" test is easily manipulated based on what one characterizes as a governmental function, an entity's effect, or an entity's status.
*150¶ 158. I disagree with the majority's conclusion that BDADC is a "quasi-governmental corporation" for purposes of Wisconsin open meetings and public records laws. However, the majority's conclusion is less troubling than the lasting negative impact of the imprecision in the majority's holding. Had the majority chosen to enumerate specific factors to direct the public, today's decision might contain some redeeming value as a guide. In my view, it does not.
2. Foreign Precedents
¶ 159. The majority's reliance on foreign precedents for guidance may be creative, but it is fundamentally unsound. The case before this court involves the interpretation of Wisconsin statutes. The term "quasi-governmental corporation" is not found in the Maryland, New York, or Florida cases cited by the majority. The majority tacitly recognizes its leap of logic,13 but still plows through a result-oriented analysis, disregarding the language of these states' open meetings and public records laws. The majority treats the interpretation of out-of-state statutes by out-of-state courts as if we were collectively developing the common law of freedom of information.
¶ 160. City of Baltimore Development Corporation v. Carmel Realty Associates, 910 A.2d 406 (Md. 2006), involved two questions of statutory interpretation: (1) whether the City of Baltimore Development Corporation (BDC) was a "public body" within the meaning of *151Maryland's Open Meetings Act (Md. Code Ann., State Gov't §§ 10-501 — 10-512 (LexisNexis 2004); and (2) whether the BDC was an "instrumentality" of the City of Baltimore for purposes of Maryland's Public Information Act (Md. Code Ann., State Gov't §§ 10-601 —10-628 (LexisNexis 2004)). Carmel Realty, 910 A.2d at 410.
¶ 161. The Maryland Court of Appeals found that BDC performed many purely public functions and was inextricably linked to the City of Baltimore. Id. at 424 — 25. BDC's bylaws gave the mayor of Baltimore the power to appoint or nominate members of BDC's board of directors, remove members of the board, including the Chairman of the Board, and to appoint directors when positions on the board were vacated. Id. at 422,425. BDC could implement, oversee, and encourage public and private development and rehabilitation projects to increase the city's tax base. Id. at 424. BDC was tasked with the attraction of new businesses, retention of existing businesses, and the stimulation and encouragement of growth and expansion of commercial office uses, manufacturing, warehousing, distribution, research, and development. Id. at 425. If BDC ceased to exist, tangible property purchased with funds attached to that contract would revert to the city. Id. Over 80 percent of BDC's budget was provided by the city. Id.
¶ 162. The Maryland Court of Appeals set forth its analysis under the heading "Statutory Interpretation." Id. at 417. In Maryland, a "public body" is subject to notice provisions of the Open Meetings Act. See id. at 419-20; Md. Code Ann., State Gov't § 10-501(c) (Lexis-Nexis 2004). "Public body" is defined in the Maryland Code.14
*152¶ 163. In interpreting and applying the defined term "public body" to BDC, the Maryland Court of Appeals concluded that Md. Code Ann., State Gov't § 10-502(h)(2) introduced a new concept and was an alternative to § 10 — 502(h)(1) because it set forth a different set of public bodies from those described in § 10~502(h)(l). Carmel Realty, 910 A.2d at 420. The court further explained that if § 10-502(h)(2) had been a subsidiary clause, it would have been designated as "§ 10-502(h)(l)... (iii)." Id. The court further held that because there was no evidence that BDC was created by a specific act or order under § 10 — 502(h)(1), the court would have to consider whether BDC fell under § 10-502(h)(2). Id. at 421.
¶ 164. The court held that BDC was a public body under § 10-502(h)(2) because the parties did not dispute that BDC's bylaws required it to be a multimember board, that its board of directors consisted of at least *153two individuals not employed by the city, and that the board was nominated or appointed by the mayor. Carmel Realty, 910 A.2d at 421. The court concluded that since there were no purely private functions of the BDC, it was consistent with the intent of the Maryland Open Meetings Act that the deliberations of the BDC be open to the public. Id. at 425.
¶ 165. The majority characterizes the Maryland Court of Appeals' analysis as applying a "totality of the circumstances" approach to the defined term "public body." Majority op., ¶ 54. This is not accurate. The Maryland court instead interpreted a defined statutory term to ascertain whether BDC was subject to Maryland's open meetings laws pursuant to that definition. Carmel Realty, 910 A.2d at 419-25. The analysis of a defined statutory term ("public body") in Maryland is not much use to interpretation of an undefined statutory term ("quasi-governmental corporation") in two Wisconsin statutes.
¶ 166. The Maryland Court of Appeals next turned to the second question presented, namely whether BDC was an "instrumentality" for purposes of Maryland's Public Information Act. Id. at 425-26. In Maryland, a "public record" is subject to the state's public records laws. See id. at 426; Md. Code Ann., State Gov't § 10-611(g)(l)(i) (LexisNexis 2004). "Public record" is a defined term and means "the original or any copy of any documentary material that: (i) is made by a unit or instrumentality of the State government or of a political subdivision or received by the unit or instrumentality in connection with the transaction of public business." Id., § 10-611(g)(l)(i).
¶ 167. The Maryland Court of Appeals held that BDC was an "instrumentality" of the city. Carmel Realty, 910 A.2d at 426. The court stressed that the *154holding was consistent with the purpose of the Maryland Public Information Act and with the Maryland General Assembly's intent when it enacted the act. Id. The court looked to a standard dictionary for the definition of "instrumentality" and noted that "[instrumentality is defined as 'the quality or state of being instrumental' and instrumental is defined as 'serving as a means, agent, or tool.'" Id. at 427 (quoting Merriam Webster's Collegiate Dictionary 607 (10th ed. 1998)). The court also examined a number of BDC's characteristics to conclude it was an "instrumentality," including the following:
The BDC's Board of Directors, to include the Chairman of the Board, are nominated or appointed by the Mayor of Baltimore; he has the power to remove members of the Board before their four year terms are up; the Mayor also has the power to fill vacancies; the City's Commissioner of the Department of Housing and Community Development and the City's Director of Finance are permanent members of the Board; the BDC receives a substantial portion of its budget from the City; the BDC has a tax exempt status under the Internal Revenue Code; pursuant to the City's contract with the BDC, if it should cease to exist, the City would control the disposition of the BDC's assets; BDC is also authorized to prepare and adopt Urban Renewal Plans, Unit Development, Industrial Retention Zones, and Free Enterprise Zones which are traditionally governmental functions. We also note that the City Solicitor represented the BDC in this matter.
Carmel Realty, 910 A.2d at 428 (footnotes omitted).
¶ 168. The statutory interpretation problem in the instant case is similar to the problem faced by the Maryland Court of Appeals in interpreting the undefined term "instrumentality." Hence, the majority opinion turns to some of the same methods to construe *155"quasi-governmental corporation," such as using the dictionary. See majority op., ¶ 32. However, the majority's description of the Maryland case blends the Maryland court's separate analyses of defined and undefined statutory terms into an evaluation of the "totality of circumstances." See majority op., ¶ 54. This allows the majority to analogize Carmel Realty to the instant case. Majority op., ¶¶ 66, 68, 72.
¶ 169. Buffalo News, Inc. v. Buffalo Enterprise Development Corp., 644 N.E.2d 277 (N.Y. 1994), involved the question of whether the Buffalo Enterprise Development Corporation (BEDC), a non-profit corporation administering government loan programs, was an "agency" within the meaning of New York's Freedom of Information Law (FOIL). Id. at 278. "Agency" was defined by statute as "any state or municipal department, board, bureau, division, commission, committee, public authority, public corporation, council, office or other governmental entity performing a governmental or proprietary function for the state or any one or more municipalities thereof, except the judiciary or the state legislature." N.Y. Pub. Off. Law § 86, subd. 3 (McKinney 1990) (emphasis added).
¶ 170. The New York Court of Appeals concluded that BEDC was an "agency" under FOIL, constituting a "governmental entity." Buffalo News, 644 N.E.2d at 279-80. BEDC's stated purposes were "to relieve and reduce unemployment, to promote and to provide for additional and maximum employment. . . [to] encour-ag[e] [ ] development... in the community . .. and to lessen the burdens of government and to act in the public interest." Id. at 278 (brackets in original). The court observed that BEDC's purposes were undeniably governmental. Id. at 279. BEDC was "created exclusively by and for the City of Buffalo to attract invest*156ment and stimulate growth in Buffalo's downtown and neighborhoods.... Moreover, the BEDC describes itself in its financial reports and public brochure as an 'agent' of the City of Buffalo." Id. (emphasis added).
¶ 171. The New York statute's definition of "agency" included a "governmental entity," not a quasi-governmental entity. N.Y. Pub. Off. Law § 86, subd. 3 (McKinney 1990). The Buffalo News 'court held that BEDC was, in effect, an arm of government. See Buffalo News, 644 N.E.2d at 279. By avoiding any discussion of the statute at play in Buffalo News, the majority here buries this crucial distinction. See majority op., ¶¶ 55-56. BEDC was viewed as a governmental entity, not something resembling a governmental entity. Compare Buffalo News, 644 N.E.2d at 279 with majority op., ¶ 63. Furthermore, the New York court's decision was premised upon its determination that BEDC was "created exclusively by and for the City of Buffalo." Buffalo News, 644 N.E.2d at 279. The City of Beaver Dam did not create BDADC.
¶ 172. Finally, the majority discusses News and Sun-Sentinel Co. v. Schwab, Twitty & Hanser Architectural Group, Inc., 596 So. 2d 1029 (Fla. 1992), which involved the following question: "Does a corporation act on behalf of a public agency when hired by a county to perform professional architectural services for the construction of a school so as to be subject to the provisions of Chapter 119 of the Florida Statutes?" Id. at 1030. "Agency" is defined broadly in the Florida Statutes:
"Agency" means any state, county, district, authority, or municipal officer, department, division, board, bureau, commission, or other separate unit of government created or established by law and any other public or private agency, person, partnership, corporation, or business entity acting on behalf of any public agency.
*157Fla. Stat. Ann. § 119.011(2) (West 1989) (emphasis added).15
¶ 173. In News and Sun-Sentinel, an architectural firm, Schwab, Twitty & Hanser Architectural Group, Inc., a private corporation, contracted with a school board to provide architectural services in relation to the construction of school building facilities. News and Sun-Sentinel, 596 So. 2d at 1030. A reporter, pursuant to Florida Statutes ch. 119, requested that he be allowed to inspect the files in the corporation's possession related to the projects. Id. The firm refused and argued that it was not an agency as set forth in Fla. Stat. § 119.011(2). Id.
¶ 174. In siding with the architectural firm, the Florida Supreme Court noted that courts interpreting "agency" under Fla. Stat. § 119.011(2) make a determination based on the "totality of the factors." Id. at 1031 (citations omitted). The court provided a non-exclusive list of factors considered in its analysis.16 The court *158emphasized the fact that the term "agency" is defined broadly under Florida's Public Records Act to include private entities "acting on behalf of any public agency." Id. (quoting Fla. Stat. § 119.011(2)). The court concluded that, after reviewing the totality of the factors, the firm was not acting on behalf of a public agency so as to fall under Chapter 119's definition of "agency." Id. at 1033.
¶ 175. Unlike Florida's public records laws, Wisconsin's public records laws do not extend to private entities acting "on behalf of a public agency." Compare Fla. Stat. § 119.011(2) with Wis. Stat. § 19.32(1). Therefore, it is difficult to swallow the majority's extension of the analysis in News and Sun-Sentinel to distinguish the case at hand. Majority op., ¶ 66 ("Moreover, unlike the architecture firm in News and Sun-Sentinel, 596 So. 2d 1029, BDADC received tax money in order to provide public service, not merely to receive compensation.").
¶ 176. The majority's analysis of the foreign precedents discussed above eschews discussion of the unique statutory language analyzed by courts in Maryland, New York, and Florida to determine whether these states' public records and open meetings laws applied to a particular entity. Instead of discussing the real statutory issues in these precedents, the majority instead draws broad conclusions regarding these cases *159to suit its result-oriented approach.17 The majority's analysis of these foreign precedents is not a satisfactory technique for interpreting differently worded Wisconsin statutes.
3. Statutory History, Legislative History, Intent
¶ 177. The court of appeals' certification to this court indicated a problem with the methodology of the 1991 Attorney General opinion. It stated that the 1991 opinion "does not address the legislative intent behind the inclusion of 'quasi-governmental' corporations in the scope of the open meetings and public records laws." Unfortunately, this problem essentially persists in the majority opinion, even after the court of appeals' plea to this court that "any set of factors used to determine whether a corporation is 'quasi-governmental' should flow from a developed discussion of legislative intent." (Emphasis added.)18
¶ 178. Because key terms in the statutes are not defined and are capable of being understood by reason*160ably well-informed persons in different senses, a court interpreting these terms needs to employ all the tools of statutory interpretation.
¶ 179. The analysis should begin with the text in the sections embodying the term "quasi-governmental corporation."
¶ 180. For example, Wis. Stat. § 19.32(1) reads:
"Authority" means any of the following having custody of a record: a state or local office, elected official, agency, board, commission, committee, council, department or public body corporate and politic created by constitution, law, ordinance, rule or order; a governmental or quasi-governmental corporation except for the Bradley center sports and entertainment corporation; a local exposition district under subch. II of ch. 229; a family care district under s. 46.2895; any court of law; the assembly or senate; a nonprofit corporation which receives more than 50% of its funds from a county or a municipality, as defined in s. 59.001(3), and which provides services related to public health or safety to the county or municipality; a nonprofit corporation operating the Olympic ice training center under s. 42.11(3); or a formally constituted subunit of any of the foregoing.
¶ 181. There is a common characteristic to most of the entities listed in the definition of "Authority": they are indisputably government entities, including elected officials, or they are entities "created by constitution, law, ordinance, rule or order." Id. Local exposition districts are authorized by statute and created by a sponsoring municipality. Wis. Stat. § 229.42. Family care districts are authorized by statute and created by a county board. Wis. Stat. § 46.2895(1). By contrast, BDADC is not a local office or local agency or public body corporate and politic created by a government entity.
*161¶ 182. BDADC is a non-profit corporation. The legislature applied the public records law to "a nonprofit corporation which receives more than 50% of its funds from a county or a municipality . . . and which provides services related to public health or safety to the county or municipality." Wis. Stat. § 19.32(1) (emphasis added). BDADC is not covered by this language. The legislature went out of its way to reach another non-profit corporation: the non-profit corporation operating the Olympic ice training center. But BDADC is obviously not covered by that provision either.
¶ 183. There is a familiar canon of statutory construction that the enumeration or expression of certain things implies the exclusion of other things. See C.A.K v. State, 154 Wis. 2d 612, 621, 453 N.W.2d 897 (1990). While this canon is not infallible, it may be used "as a means of discovering legislative intent." State ex rel. Sielen v. Cir. Ct. for Milwaukee County, 176 Wis. 2d 101, 112, 499 N.W.2d 657 (1993). Implicit in the majority opinion is the principle that an entity's status as a non-profit corporation, even when the corporation is not created by government, does not exempt the corporation from public records law. The majority has failed to demonstrate that the legislature intended this result.
¶ 184. The only phrase left in the definition of "authority" is "a governmental or quasi-governmental corporation except for the Bradley center sports and entertainment corporation." Wis. Stat. § 19.32(1). Reference to the Bradley Center is significant. The Bradley Center corporation is "a public body corporate and politic." It is the subject of an entire chapter of the Wisconsin Statutes. See Wis. Stat. ch. 232. It was authorized by the legislature.
¶ 185. Admittedly, the Bradley Center corporation is a non-profit corporation, Wis. Stat. § 232.03(1), *162but six of its nine board members are appointed by the governor, Wis. Stat. § 232.03(2)(a), implying a significant degree of state influence on the Bradley Center's statutorily defined mission.
¶ 186. The phrase "a governmental or quasi-governmental corporation" has legislative history. Wisconsin's current open meetings laws have their origin in the Anti-Secrecy Law of 1959. See ch. 289, Laws of 1959, creating Wis. Stat. § 14.90.
¶ 187. Wisconsin Stat. § 14.90 (1959) reads in part:
Open meetings of governmental bodies. (1) In recognition of the fact that a representative government of the American type is dependent upon an informed electorate, it is declared to be the policy of the state 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 affairs and the transaction of governmental business.
(2) To implement and insure the public policy herein expressed, all meetings of all state and local governing and administrative bodies, boards, commissions, committees and agencies, including municipal and quasi-municipal corporations, unless otherwise expressly provided by law, shall be publicly held and open to all citizens at all times, except as hereinafter provided. No formal action of any kind shall be introduced, deliberated upon or adopted at any closed executive session or closed meeting of any such body. (Emphasis added.)
¶ 188. Wisconsin Stat. § 14.90 was amended and renumbered in 1969 to Wis. Stat. § 66.77. § 62, ch. 276, Laws of 1969. The "municipal or quasi-municipal corporation" language was continued in this new statute.
*163¶ 189. Consequently, we may be able to discern the meaning of "municipal corporation" and "quasi-municipal corporation" by examining the cases and statutes in place at the time the Anti-Secrecy Law was adopted, as well as contemporary interpretation.19
¶ 190. In Iverson v. Union Free High School District, 186 Wis. 342, 353, 202 N.W. 788 (1925), this court stated:
[The Union Free High School District of the Towns of Springfield and Curran] is not a municipal corporation. It is very grudgingly accorded the rank of a quasi-municipal corporation. 1 McQuillin, Mun. Corp. § 113.... It is but the agent of the state for the sole purpose of administering the state's system of public education and has only such powers as are conferred expressly or by necessary implication.
This ruling was affirmed in Schaut v. Joint School District No. 6, Towns of Lena and Little River, 191 Wis. 104, 107, 210 N.W. 270 (1926). These decisions show quasi-municipal corporations performing essential governmental functions.
¶ 191. More than 60 years later, the court of appeals described the Metropolitan Milwaukee Sewerage District (MMSD) as a quasi-municipal corporation:
*164MMSD is a quasi-municipal corporation which provides sewerage treatment and disposal services to approximately twenty-eight Milwaukee area municipalities. MMSD is currently engaged in a fifteen-year water pollution abatement program designed to upgrade and rehabilitate the district's sewerage system. In an effort to recover the capital cost for the project, MMSD sought to levy property value-based capital charges against Mequon and the other municipalities which MMSD services outside Milwaukee county.
State ex rel. Lank v. Rzentkowski, 141 Wis. 2d 846, 849, 416 N.W.2d 635 (Ct. App. 1987). In 2000 the court of appeals observed in another decision that "[ajgencies, municipal corporations and quasi-municipal corporations are all creatures of the state and their powers are only those ascribed to them by the state." Silver Lake Sanitary Dist. v. DNR, 2000 WI App 19, ¶ 8, 232 Wis. 2d 217, 607 N.W.2d 50 (footnote omitted). All these decisions portray quasi-municipal corporations as essentially government entities.
¶ 192. The legislature revised and renumbered the open meetings laws in 1976. See ch. 426, Laws of 1975. This enactment saw "a municipal or quasi-municipal corporation" changed to "a governmental or quasi-governmental corporation." The majority has produced no legislative history showing an intent to seriously expand the scope of the law with the substituted language. This is why Attorney General La Follette said in 1977, the year after the law was passed, that "[e]ven 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 Wis. Op. Att'y Gen. 113, 115 (1977). This *165is why he added in a 1985 opinion that "the term 'quasi-governmental corporation1 is limited to nonstock body politic corporations created by the Legislature to perform essentially governmental functions." 74 Wis. Op. Att'y Gen. 38, 43 (1985). Inasmuch as the relevant portion of the law has not been changed since 1976, it is hard to fathom how a "quasi-governmental corporation" now includes a non-profit economic development corporation, not created by the government and completely without power to bind the government, that has a cooperation agreement to perform services for the government through a voluntary board and a single employee.20
¶ 193. There is authority for citizens to gain information about the work submitted to the City by BDADC without denominating this small non-profit corporation as a quasi-governmental corporation. See Wis. Stat. § 19.36(3).
¶ 194. A Special Committee on Applicability of Open Meetings Law to Quasi-Governmental Bodies (Special Committee) recently studied the issue before this court, and, although making no recommendation to the Wisconsin Legislature, the committee’s proposed report indicated that a "bright-line test, such as requiring compliance with the Open Meetings Law for an economic development corporation that uses public funds for a specific percentage of its budget or that has *166a specific number of public officials on its board," might be favorable. Wisconsin Legislative Council Proposed Report to the Legislature, PRL 2007-01, Feb. 22, 2007, at 5, available at http://www.legis.state.wi.us/lc/ publications/prl/PRL2007-01.pdf (last visited June 27, 2008).21
¶ 195. The Special Committee reviewed several proposed amendments to Wis. Stat. §§ 19.32(1) and 19.82(1) that would have included or excluded an "economic development corporation" from or within the reach of Wisconsin's open meetings and public records laws. These proposals were based on bright-line criteria.
¶ 196. One Wisconsin Legislative Council proposal would have defined "economic development corporation" and excluded such an entity if both of the following were satisfied: "(a) The corporation receives less than 50% of its funds in cash or through inkind contributions, such as the use of governmental buildings, equipment, or staff, from the state or from a county, city, village, or town"; and "(b) Less than onehalf of the corporation's board and less than onehalf of the corporation's officers consist of public officials or public employees." Special Committee on Applicability of Open Meetings Law to Quasi-Governmental Bodies, WLC *1670047/01, 4 available at http://www.legis.state.wi.us/lc/ committees/study/2006/QGOV/files/0047_l.pdf (last visited June 27, 2008).
¶ 197. Another proposal would have defined "economic development corporation" and included such an entity in the definition of "governmental body" in Wis. Stat. §§ 19.32(1) and 19.82(1) if either of the following criteria were satisfied: "(a) The corporation receives at least 50% of its funds in cash or through inkind contributions, such as the use of governmental buildings, equipment, or staff, from the state or from a county, city, village, or town"; or "(b) At least onehalf of the corporation's board or at least onehalf of the corporation's officers consists of public officials or public employees." Special Committee on Applicability of Open Meetings Law to Quasi-Governmental Bodies, WLC 0048/01, 2 available at http://www.legis.state. wi.us/lc/committees/study/2006/QGOV/files/0048_l.pdf (last visited June 27, 2008).
¶ 198. The fact that the Special Committee signaled that bright-line criteria are needed to determine the treatment of economic development corporations for purposes of Wisconsin open meetings and public records laws is evidence that the present statutes do not dictate the result announced by the majority.
¶ 199. The majority has failed to convincingly utilize statutory history, legislative history, or other evidence of the intent behind use of the phrase "quasi-governmental corporation" in Wis. Stat. §§ 19.32(1) and 19.82(1). The majority has left the public with a "test" that provides no definitive guidance.
4. Application
¶ 200. The majority's application of the "test" it creates is deficient for two reasons: (1) The majority *168relies on certain facts that occurred after the State filed its amended complaint in December 2004 when those facts strengthen the State's case, but it disregards facts that changed after December 2004 if those facts weaken the State's case; and (2) BDADC is not a "quasi-governmental corporation," even based on the "totality of circumstances" test of the 1991 Attorney General opinion.
¶ 201. First, the relevant adjudicative facts regarding the nature of BDADC are those in existence at and before the time the State's amended complaint was filed on December 20, 2004. To consider facts regarding BDADC that occurred after this date is to analyze a different entity from the one the State's amended complaint asserts violated open meetings and public records laws.
¶ 202. The majority does not recognize this distinction and instead relies on the following irrelevant facts in evaluating BDADC: (1) "In the first half of2005, for example, the room tax contribution accounted for about 84 percent of BDADC's income." Majority op., ¶ 21 (emphasis added); (2) BDADC's "2005 plan allows that BDADC may negotiate financial incentives for businesses and work on dealing with infrastructure and government approval issues related to attracting business to the area." Majority op., ¶ 22 (emphasis added); and (3) "In 2004 and 2005, BDADC negotiated on the City's behalf regarding potential developments by a variety of businesses." Majority op., ¶ 24 (emphasis added). None of these facts has bearing on whether BDADC, as it existed when the State's amended complaint was filed, constituted a "quasi-governmental corporation."
*169¶ 203. At the same time, even though this ruling has been made prospective, the fact that BDADC no longer has an office in a Beaver Dam municipal building is given no significance.
¶ 204. Second, if this court were properly to apply a fact-based test like the one used in the 1991 Attorney General opinion, BDADC would not constitute a "quasi-governmental corporation."
¶ 205. In 80 Wis. Op. Att'y Gen. 129 (1991), the Attorney General analyzed whether the Milwaukee Economic Development Corporation (MEDC) and Metropolitan Milwaukee Enterprise Corporation (MMEC) were quasi-governmental corporations under Wis. Stat. § 19.82(1) subject to open meetings laws. The Attorney General concluded that both of these entities were quasi-governmental corporations under the statute under facts distinct from those in this case. 80 Wis. Op. Att'y Gen. at 136.
¶ 206. With regard to MEDC, the Attorney General relied upon the following facts to reach his conclusion: all MEDC offices were located in city-owned buildings; under MEDC's contract with the City of Milwaukee, the Commissioner of the Department of City Development selected the president, vice president, secretary, and treasurer of MEDC; all MEDC's officers were city employees and some of MEDC's staff were city employees; the city provided MEDC with all its office space, equipment, and supplies (although MEDC was required to reimburse the city, and that obligation was offset against grants MEDC received from the city); and four of MEDC's nine directors were City of Milwaukee officials. Id. at 130-31.
¶ 207. With regard to MMEC, the Attorney General relied upon the following facts to reach his conclusion: the corporation provided economic development *170loans with funds the city obtained under the federal Small Business Administration program; two of MMEC's directors were city council members and one was a city employee; the principal office of MMEC was the Department of City Development; all MMEC offices were located in city-owned buildings; the city selected the officers for MMEC, and a city official selected all of MMEC's current officers; all MMEC officers and some of its staff members were city employees; the city provided all office space, equipment, and supplies needed by MMEC; and the cost the city incurred in supplying staff and other resources to MMEC was offset against grants MMEC received from the city. Id. at 131-32.
¶ 208. The Attorney General concluded as follows with regard to MEDC and MMEC:
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."... Nor is the fact that MEDC and MMEC receive most of their funding from public sources. ... 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 employees. The day-to-day operations of both corporations are, therefore, subject to the control of city employe[e]s. 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[e] benefit plan. In light of all these facts, I conclude that MEDC and MMEC resemble a governmental corporation in pur*171pose, effect or status closely enough to constitute a "quasi-governmental corporation" within the meaning of section 19.82(1).
80 Wis. Op. Att'y Gen. at 136 (citation omitted).
¶ 209. Like MEDC and MMEC, BDADC receives most of its funding from a public source — in this case the city of Beaver Dam's room tax and interest on allocations of that tax. However, this is only one factor to consider in weighing the totality of all facts and circumstances.
¶ 210. BDADC is controlled by its Board of Directors, which consists of 12 voting members. Only two of these members are public officials of the City, unlike four of the nine board members of MEDC and MMEC. Id. BDADC's Board elects BDADC's officers, manages and controls the assets of BDADC, and formulates all corporate policies and programs. The Board, not the city of Beaver Dam, elects replacement members. Furthermore, Board meetings have never taken place at any City facility.
¶ 211. BDADC has a single compensated, full-time employee, its Executive Vice President, who is hired, supervised, and paid solely by the Board, not the City. The Executive Vice President of BDADC is not a City employee, unlike the officers of MEDC and MMEC, all of whom were City of Milwaukee employees selected by the City of Milwaukee. Id. at 136-37. The activities of BDADC's Executive Vice President were carried out with little or no use of City resources. Trent Campbell did virtually all his own work, had his own computer, was not on a network with the City, and never consulted the City's attorney for legal advice. Campbell enjoyed no governmental immunity under Wis. Stat. § 893.80(4). The City does not represent BDADC in this lawsuit.
*172¶ 212. BDADC's 1997 and 2004 cooperation agreements included provisions requiring BDADC to indemnify the city of Beaver Dam and hold it harmless for "any claims, demands, actions, causes of action, proceedings, actions and liabilities, together with all costs, expenses and disbursements (including reasonable attorneys fees and costs) incurred by the City as a result of the [BDADC]'s acts or omissions." The fact that BDADC is obligated to indemnify the City for any wrongs committed in the course of their relationship suggests that BDADC and the City are independent entities that make independent decisions.
¶ 213. Most important, BDADC has no authority to bind the city of Beaver Dam in contract or to create obligations on the City's behalf. No municipal action can be taken by BDADC, and any agreements it negotiates with other corporations and entities are subject to the normal legislative process (including open meetings and public records laws) before being officially approved and adopted by the City as policy.
¶ 214. The majority errs in concluding that BDADC is a quasi-governmental corporation. BDADC does not constitute a quasi-governmental corporation, i.e., an entity that "resembles a governmental corporation," majority op., ¶ 99, under the totality of all facts and circumstances.
III. CONCLUSION
¶ 215. The majority has chosen to impose new and significant burdens on some private non-profit économic development corporations in Wisconsin while simultaneously leaving the reach of its holding a mystery. In doing so, it has failed to provide guidance to the public regarding the definition of "quasi-governmental *173corporation" in Wis. Stat. §§ 19.32(1) and 19.82(1) and to reach a satisfactory conclusion regarding the application of that language to BDADC. Accordingly, I must respectfully dissent.
¶ 216. I am authorized to state that Justice PATIENCE DRAKE ROGGENSACK joins this dissent.
All references to the Wisconsin Statutes are to the 2005-06 version unless otherwise indicated.
We note that the Board's bylaws provide for 12 directors, but the record reflects that there were 13 directors serving during some of the pendency of this case. Only 12 BDADC directors have voting rights.
A room tax is levied upon those businesses providing temporary lodging within the borders of the taxing municipality. The 1997 cooperation agreement between BDADC and the City referenced Wis. Stat. § 66.75, which provided: "The governing body of a municipality may enact an ordinance ... imposing a tax on the privilege of furnishing, at retail... rooms or lodging to transients by hotelkeepers, motel operators and other persons furnishing accommodations that are available to the public[.]" Wis. Stat. § 66.75(lm)(a)(1995-96) (emphasis added).
In effect, transients, not residents, pay the room tax. The City of Beaver Dam's current room tax ordinance is illustrative:
Pursuant to Wis. Stats. § 66.0615, for the privilege of furnishing at retail rooms or lodging to transients by hotel keepers, motel operators and other persons furnishing accommodations that are available to the public, irrespective of whether membership is required for use of the accommodations, a tax is imposed upon the retailers at the rate of five percent of the gross receipts for the lease or rental of such accommodations, rooms or lodging within the city, effective January 1, 1989.
City of Beaver Dam, Wisconsin Municipal Code § 2-124(b), available at http://www.municode.com/Resources/gateway.asp ?pid=12550&sid=49 (last visited June 27, 2008).
The analysis of Wisconsin's open meetings and public records laws in section A. of this dissent is aided by reference to two compliance guides published by the Wisconsin Department of Justice in 2007.
*135These compliance guides are entitled Wisconsin Public Records Law Wis. Stat. §§ 19.31-19.39, Compliance Outline, August 2007, and Wisconsin Open Meetings Law: A Compliance Guide (2007). They can be retrieved on the Internet at the following website addresses, respectively: http://www.doj.state. wi.us/AWP/20070MCG-PRO/2007_PR_Outline.pdf (last visited June 27, 2008); http://www.doj.state.wi.us/AWP/20070MCG-PRO/2007_OML_Compliance_Guide.pdf (last visited June 27, 2008).
Wis. Stat. § 19.32(2) states:
"Record" means any material on which written, drawn, printed, spoken, visual or electromagnetic information is recorded or preserved, regardless of physical form or characteristics, which has been created or is being kept by an authority. "Record" includes, but is not limited to, handwritten, typed or printed pages, maps, charts, photographs, films, recordings, tapes (including computer tapes), computer printouts and optical disks. "Record" does not include drafts, notes, preliminary computations and like materials prepared for the originator's personal use or prepared by the originator in the name of a person for whom the originator is working; materials which are purely the personal property of the custodian and have no relation to his or her office; materials to which access is limited by copyright, patent or bequest; and published materials in the possession of an authority other than a public library which are available for sale, or which are available for inspection at a public library.
Access to covered records is broad, but necessarily limited by considerations of privacy and security. See Wis. Stat. § 19.35(l)(am)l.-3. (listing examples of items to which the right to inspect, copy, or record a "record" does not apply).
It may be more accurate to observe that nearly all private economic development corporations in Wisconsin should be prepared to address these new compliance concerns, as the majority opinion provides such scant guidance regarding the definition of "quasi-governmental corporation" as to leave all current EDCs naked to compliance issues.
The law appears to require a Board member to come over to the office and work on a public records request if BDADC's single paid employee is out of the office on work, vacation, or illness.
The majority seeks to justify its "totality of the circumstances" test by pointing to four of this writer's decisions in which a "totality of the circumstances" test was employed in constitutional determinations in criminal law. Majority op., ¶ 46 n.ll. The test for determining "reasonable suspicion" to make a Terry stop or "probable cause" to conduct a search strikes this writer as different from the proper test for determining when uncompensated citizens seeking to promote economic development in their community must comply with open meetings and public records laws or face prosecution by the State of Wisconsin.
The majority opinion recognizes that foreign jurisdictions and scholars have suggested enumerated multi-factor tests to determine whether entities are subject to open meetings and public records laws. See majority op., ¶ 63 n.14. The majority inexplicably chooses to leave Wisconsin law confused while recognizing that scholars and other jurisdictions establish enumerated guidelines to aid practitioners.
The language in the open meetings law — with respect to a "quasi-governmental corporation" — has not changed since 1976. The "quasi-governmental corporation" language in the public records statute has been in place since 1981. The interpretation of this language keeps evolving, however, so that the dispositive factor in the 1977 Attorney General opinion no longer even appears on the Department of Justice's list of factors to be considered.
The Department of Justice's 2003 open meetings law compliance guide included this same language, which has been removed from its 2007 guide during the pendency of this litigation. Compare Wisconsin Open Meetings Law: A Compliance Guide (2003) 3, with Wisconsin Open Meetings Law: A Compliance Guide (2007) 3-4.
"Although the determination of whether an entity is subject to open meetings and public records laws depends on the respective statutory language of each state, the interpretations rendered by courts in other jurisdictions are instructive." Majority op., ¶ 50.
"Public body" in the Maryland Code means an entity that: "(i) consists of at least 2 individuals" and "(ii) is created by: 1. the *152Maryland Constitution; 2. a State statute; 3. a county charter; 4. an ordinance; 5. a rule, resolution, or bylaw; 6. an executive order of the Governor; or 7. an executive order of the chief executive authority of a political subdivision of the State." Md. Code Ann., State Gov't § 10-502(h)(l) (LexisNexis 2004).
"Public body" includes: "(i) any multimember board, commission, or committee appointed by the Governor or the chief executive authority of a political subdivision of the State, or appointed by an official who is subject to the policy direction of the Governor or chief executive authority of the political subdivision, if the entity includes in its membership at least 2 individuals not employed by the State or the political subdivision; and (ii) the Maryland School for the Blind." Md. Code Ann., State Gov't § 10-502(h)(2) (LexisNexis 2004).
The Maryland Code also excludes certain entities from the definition of "public body." Md. Ann. Code., State Gov't § 10-502(h)(3) (LexisNexis 2004) (excluding, for example, "any single member entity" and "any grand jury").
The Tennessee Supreme Court has observed that Florida's public records disclosure scheme should be distinguished from other jurisdictions because "the terms of its public records statute explicitly extend to private entities 'acting on behalf of a[ny] public agency.'" Memphis Publ'g Co., v. Cherokee Children & Family Servs., Inc., 87 S.W.3d 67, 78 n.12 (Tenn. 2002) (citing News and Sun-Sentinel Co. v. Schwab, Twitty & Hanser Architectural Group, Inc., 596 So. 2d 1029, 1031 (Fla. 1992) (quoting Fla. Stat. § 119.011(2))).
These factors were:
(1) the level of public funding; (2) commingling of funds; (3) whether the activity was conducted on publicly owned property; (4) whether services contracted for are an integral part of the public agency's chosen decision-making process; (5) whether the private entity is performing a governmental function or a function which the public agency otherwise would perform; (6) the extent of the public agency's involvement with, regulation of, or control over *158the private entity; (7) whether the private entity was created by the public agency; (8) whether the public agency has a substantial financial interest in the private entity; and (9) for [whose] benefit the private entity is functioning.
News and Sun-Sentinel Co. v. Schwab, Twitty & Hanser Architectural Group, Inc., 596 So. 2d 1029, 1031 (Fla. 1992) (citations omitted).
See, e.g., majority op., ¶ 66 ("With respect to finances, BDADC is akin to the development corporation subject to open meetings and public records laws in Carmel Realty, and akin to the development corporation considered in Buffalo News."); majority op., ¶ 74 ("In this respect BDADC is similar to the corporation in Buffalo News, which stated in its public brochures and financial statements that it was an agent of a city.").
The Court of Appeals of Maryland recently addressed its duty under similar circumstances: "In some cases, the statutory text reveals ambiguity, and then the job of this Court is to resolve that ambiguity in light of the legislative intent, using all the resources and tools of statutory construction at our disposal." City of Baltimore Dev. Corp. v. Carmel Realty Assocs., 910 A.2d 406, 418 (Md. 2006) (quoting Chow v. State, 903 A.2d 388, 395 (Md. 2006)).
On December 30,1960, Attorney General John Reynolds issued a "Synopsis of Opinions Involving Anti-Secrecy Law," which focused on the activities of "public agencies" and concluded that meetings of the Regents of the University of Wisconsin, a city council, a joint sewerage district, a county bureau of personnel, and school hoards and committees were required to be conducted in open session. John W Reynolds, Synopsis of Opinions Involving Anti-Secrecy Law, Wisconsin Counties, Dec. 1961, at 12, 13, 22. The Attorney General repeatedly characterized those entities subject to open meetings laws as "public agencies." Id. at 12, 13.
The majority opinion discusses the modification of language in the open meetings statute in 1976. Majority op., ¶ 33. Then it states: "By changing the language, the legislature expanded the reach of the open meetings law.... [B]y changing the language of the open meetings statutes, the legislature expanded the law to apply to entities that are not per se public." Id., ¶¶ 34,36. The majority fails to provide a shred of legislative history to support this newly minted principle of law.
A December 12, 2006, letter from then Attorney General Peggy Lautenschlager to State Senator Scott Fitzgerald also indicated that "[a]dopting a bright line test based on source of funding would serve the public well. It gives the entity notice of when it must comply with the open meetings and public records laws." Letter from Peggy Lautenschlager, Wisconsin Attorney General, to Scott Fitzgerald, Wisconsin State Senator (Dec. 12, 2006) available at http://www.legis.state.wi.usAc/committees /study/2006/QGOV/filesAautenschlagerltr.pdf (last visited June 27, 2008).