186.235(11)(h)(h) Compensation and expenses in connection with liquidation. The compensation of the special deputies, counsel and other employees and assistants, and all expenses of supervision and liquidation shall be fixed by the office of credit unions, subject to the approval of the circuit court for the county in which the credit union is located, and shall upon the certificate of the office of credit unions be paid out of the funds of the credit union. Expenses of supervision and liquidation include the cost of the services rendered by the office of credit unions to the credit union being liquidated. The cost of these services shall be determined by the office of credit unions and paid to the office from the assets of the credit union as other expenses of liquidation are paid. The moneys collected by the special deputy shall be deposited in a corporate central credit union, and, in case of the suspension or insolvency of a depository, such deposits shall be preferred before all other deposits. 186.235(11)(i)(i) Liquidating dividends. At any time after the expiration of the date fixed for the presentation of claims, the special deputy in charge of the liquidation of the credit union may, upon a petition approved by the office of credit unions and an order of the circuit court of the county in which the credit union is located, out of the funds remaining, after the payment of expenses and debts, declare one or more dividends, and may declare a final dividend to be paid to such persons, and in such amounts as may be directed by the circuit court. 186.235(11)(j)(j) Title passes to office of credit unions. Immediately upon filing the notice under par. (d), the possession of all assets and property of the credit union shall be considered to be transferred from the credit union to and assumed by the office of credit unions. The filing of the notice shall of itself, and without the execution or delivery of any instruments of conveyance, assignment, transfer or endorsement, vest the title to all such assets and property in the office of credit unions. The filing shall also operate as a bar to any attachment, garnishment, execution or other legal proceedings against the credit union, or its assets and property, or its liabilities. 186.235(11)(k)(k) Effect of possession. No credit union shall have a lien, or charge for any payment, advance or clearance made, or liability thereafter incurred, against any of the assets of the credit union of whose property and business the office of credit unions shall have taken possession. 186.235(11)(L)(L) Appeal. If a credit union whose property and business the office of credit unions has taken possession of considers itself aggrieved by the office’s action, it may, at any time within 30 days after the date of the taking, appeal to the credit union review board for relief from the possession by the office of credit unions. If the credit union review board sustains the office of credit unions, the credit union may, at any time within 30 days after the decision of the credit union review board, apply to the circuit court of the county in which the credit union is located to enjoin further proceedings. The court, after citing the office of credit unions to show cause why further proceedings should not be enjoined and after hearing all allegations and proofs of the parties and determining the facts, may upon the merits dismiss the application or enjoin the office of credit unions from further proceedings, and may direct the office to surrender the business and property to the credit union. 186.235(11)(m)(m) Reinstatement. After the office of credit unions takes over the possession and control of the business and property of a credit union, the credit union may resume business if all of the following apply: 186.235(11)(m)1.1. The owners of at least two-thirds of the credit union dollar value of outstanding shares execute a petition to resume business, the form of which petition shall be prescribed by the office of credit unions. 186.235(11)(m)2.2. There is submitted to the office of credit unions by the shareholders, or a committee selected by them, a plan for the reorganization and reinstatement of the credit union. 186.235(11)(m)3.3. A request for continuation of federal share insurance has been submitted and accepted. 186.235(11)(m)4.4. The office of credit unions recommends that control of the business and property of the credit union be returned to the shareholders. 186.235(11)(m)5.5. The court in which the liquidation is pending, upon application of the office of credit unions, makes an order approving the office’s recommendations, which order shall contain a finding that the credit union will be in a safe and sound condition when control is resumed by the shareholders. 186.235(11)(n)(n) Reinstatement upon restricted basis. In addition to the procedure under par. (m), a credit union may resume business upon a restricted basis, and upon such limitations and conditions as may be prescribed by the office of credit unions when approved by the circuit court for the county in which the credit union is located, upon application of the office of credit unions. The restrictions and conditions may include a prohibition against the selling of new shares, reasonable restrictions upon withdrawals and the payment of other liabilities. On approval, the credit union shall be relieved from the control and supervision of the office of credit unions, but the approval does not prohibit the office from again proceeding against the credit union if conditions warrant the office’s action. 186.235(11)(p)1.1. The special deputy shall deposit unclaimed liquidating dividends and unclaimed funds remaining unpaid in the hands of the special deputy for 6 months after the order for final distribution in a corporate central credit union in the office of credit unions’ name in trust for the shareholders and creditors of the liquidated credit union. The office of credit unions shall annually report to the governor and the chief clerk of each house of the legislature for distribution to the legislature under s. 13.172 (2) the names of credit unions of which the office has taken possession and liquidated, and the sums of unclaimed and unpaid liquidating dividends and unclaimed funds with respect to each of the credit unions and include a statement of interest earned upon those funds. 186.235(11)(p)2.2. The office of credit unions may pay over the funds held by the office of credit unions under subd. 1. to the persons entitled to the funds, upon being furnished satisfactory evidence of their right to the funds. In case of doubt or conflicting claims, the office of credit unions may require an order of the circuit court authorizing payment. The office of credit unions may apply the interest earned by the funds toward defraying the expenses in the payment and distribution of unclaimed liquidating dividends and unclaimed funds to the stockholders and creditors entitled to receive the dividends and funds. 186.235(11)(p)3.3. One year after the date of the order for final distribution, the office of credit unions shall report and deliver to the secretary of revenue all unclaimed funds as provided in ch. 177. All claims subsequently arising shall be presented to the office of credit unions. If the office of credit unions determines that any claim should be allowed, the office shall certify to the department of administration the name and address of the person entitled to payment and the amount of the payment and shall attach the claim to the certificate. The department of administration shall certify the claim to the secretary of revenue for payment. 186.235(12)(a)(a) The office of credit unions shall submit to the governor, and to the legislature under s. 13.172 (2), an annual report on the general conduct and condition of credit unions doing business in this state. The report shall be based upon the individual annual reports filed with the office of credit unions. 186.235(12)(b)(b) The office of credit unions shall designate the number of copies of the report to be made available for general distribution. Each credit union is entitled to one copy. 186.235(13)(a)(a) Whenever copies of reprints of this chapter, the annual report of credit unions or any other publication published by the office of credit unions are requested, copies shall be furnished upon payment of any fee established by the office of credit unions. 186.235(13)(b)(b) Upon request, the office of credit unions may distribute copies of materials described under par. (a) free to agencies or legislators of this state or any other state, county clerks, the courts of this state, trade organizations and any agencies of the United States. 186.235(14)(14) Annual assessments and examination costs. 186.235(14)(a)(a) The office of credit unions, with the approval of the credit union review board, shall fix the amounts to be assessed against credit unions for their supervision and examinations under this chapter. Amounts shall be determined and paid as provided in this subsection. 186.235(14)(b)(b) On or before July 15 of each year, each credit union shall pay to the office of credit unions an annual assessment, which shall represent as nearly as practicable its fair share of the maintenance of the office of credit unions. 186.235(14)(c)(c) In addition to the annual assessment, each credit union shall be charged for the cost of every examination made. The examination charge shall include the prorated amount of salaries and expenses of all examiners and other employees actively engaged in the examination, the salaries and expenses of any other person whose services are required in connection with the examination and any examination report and any other expenses which may be directly attributable to the examination. The examination charge shall be paid within 30 days of the day on which the examination is completed. 186.235(14)(d)(d) Failure of any credit union to pay any amount as provided in this subsection shall be grounds for the revocation of the charter of the credit union failing to make the payment. 186.235(14)(e)(e) If the amounts collected under this subsection exceed the actual amounts necessary for the supervision and examination of credit unions in a year, the excess shall be retained by the office of credit unions and applied in reducing the amounts chargeable for ensuing years. 186.235(15)(a)(a) The office of credit unions may issue subpoenas and take testimony. 186.235(15)(b)(b) Witness fees shall be the same as fees under s. 814.67 (1) (b) and (c). The fees of witnesses who are called by the office in the interests of the state shall be paid by the state upon presentation of proper vouchers approved by the office of credit unions and charged to the appropriation under s. 20.144 (1) (g). A witness subpoenaed by the office at the instance of a party other than the office shall not be entitled to payment of fees by the state unless the office certifies that the testimony was material to the purpose for which the subpoena was issued. 186.235(16)(a)(a) Except as provided in par. (b), at least once every 18 months, the office of credit unions shall examine the records and accounts of each credit union. For that purpose the office of credit unions shall have full access to, and may compel the production of, each credit union’s records and accounts. The office of credit unions may administer oaths to and examine each credit union’s officers and agents. In conducting examinations under this paragraph, the office of credit unions may accept and rely on information collected by other agencies or independent 3rd parties in determining whether a credit union has satisfied any requirement that is part of the examination. 186.235(16)(b)(b) In lieu of the examination under par. (a), the office of credit unions may accept an examination conducted within a reasonable period by the national credit union administration if a copy of the examination is furnished to the office of credit unions. 186.235(16m)(16m) Financial privacy examination. The office of credit unions shall examine a credit union to determine the credit union’s compliance with s. 186.20. 186.235(17)(17) Refusal to submit to examination. The office of credit unions shall report to the department of justice any credit union that refuses to submit to an examination. The department of justice shall institute proceedings to revoke the charter of the credit union. 186.235(18)(18) Record-keeping and accounting procedure. 186.235(18)(a)(a) A credit union shall keep records and accounts in a manner consistent with generally accepted accounting principles or with standards prescribed by the office of credit unions. If a credit union does not keep its records and accounts in a manner consistent with generally accepted accounting principles, the office of credit unions may require the credit union to keep records and accounts under standards prescribed by the office. 186.235(18)(b)(b) The office of credit unions may require a credit union that fails to open records or maintain prescribed records or accounts to forfeit not more than $100 for each day it is in violation. If the credit union fails to pay the forfeiture, the office of credit unions may institute proceedings to recover the forfeiture. 186.235(19)(19) Supervision; reports. All credit unions formed under this or other similar law, or authorized to transact in this state a business similar to that authorized to be done by this chapter, shall be under the control and supervision of the office of credit unions. Every such corporation shall make a full and detailed report of its business as of December 31 for that year, and of its condition on such date, in such form and containing such information as the office of credit unions may prescribe, and shall file with the office of credit unions a true and verified copy thereof on or before February 1 thereafter. Accompanying the same shall be attached a copy of the statement of the credit union at the close of its last fiscal year. If any such credit union fails or refuses to furnish the report herein required, it shall be subject, at the discretion of the office of credit unions, to a forfeiture of $1 to $10 per day for each day of default, and the office of credit unions may maintain an action in the name of the state to recover such penalty, and the same shall be paid into the state treasury. 186.235(20)(20) Approval of acts. Whenever any credit union requests approval of the office of credit unions for any act, which by statute requires approval, the office of credit unions shall have 90 days in which to grant, deny or defer the approval. A deferral may be for not more than 60 days. If the office of credit unions fails to act, approval shall be considered to have been granted. In matters which require the holding of public hearings, the 90-day period shall not commence until the conclusion of the hearing and the date set by the office of credit unions for receipt of briefs. 186.235(21)(21) Parity. Unless the office of credit unions is expressly restricted by statute from acting under this subsection with respect to a specific power, right or privilege, the office of credit unions by rule may, with the approval of the credit union review board, authorize credit unions to exercise any power under the notice, disclosure or procedural requirements governing federally chartered credit unions or to make any loan or investment or exercise any right, power or privilege of federally chartered credit unions permitted under a federal law, regulation or interpretation. Notice, disclosure and procedures prescribed by statute which may be modified by a rule adopted under this subsection include, but are not limited to, those provided under s. 138.056. A rule adopted under this subsection may not affect s. 138.041 or chs. 421 to 428 or restrict powers granted credit unions under this chapter. 186.235 Cross-referenceCross-reference: See also ch. DFI-CU 74, Wis. adm. code. 186.235 Cross-referenceCross-reference: See also s. DFI-CU 60.06, Wis. adm. code. 186.31(1)(1) Transfer of assets and liabilities. Any credit union, which is in good faith winding up its business for the purpose of merging with another credit union, may transfer its assets and liabilities to the credit union with which it is in the process of merging; but no merger may be made without the consent of the office of credit unions, and not then to defeat or defraud any of its creditors in the collection of debts against such credit union. 186.31(2)(2) Approval. To effect a merger, the board of directors of each credit union shall, by resolution, propose a specific plan for merger which shall be agreed to by a majority of the board of each credit union joining in the merger. The proposed merger plan shall be submitted to a vote at an annual or special meeting of members of the merging credit union. Written notice of the meeting setting forth the proposed plan of merger or a summary shall be given to each member of the merging credit union within the time and in the manner provided for the giving of notice of meetings of members of the credit union. The proposed plan shall be adopted upon receiving a majority of the votes entitled to be cast by members present at the meeting. 186.31(2m)(2m) Emergency merger. Notwithstanding sub. (2), if the office of credit unions determines that the merging credit union is in danger of insolvency, and that the proposed merger would reduce or avoid a threatened loss to federal share insurance, the office of credit unions may permit the merger to become effective without an affirmative vote of the membership of the merging credit union. 186.31(3)(3) Rights transferred. The credit union merging with another credit union shall not be required to go into liquidation but its assets and liabilities shall be reported by the credit union with which it has merged, and all the rights, franchises and interests of the merging credit union to any property belonging to the credit union shall be considered to be transferred, and the resulting credit union shall hold and enjoy the same and all rights of property, franchises and interest in the same manner and to the same extent as was held and enjoyed by the merging credit union. The members or shareholders of the merging credit union shall without any further act on their part be members and shareholders of the resulting credit union and be subject to all rights, privileges and duties as provided for in the bylaws of the resulting credit union. 186.314(1m)(1m) To federal credit union. A credit union may convert to a federal credit union by complying with the following: 186.314(1m)(a)(a) The proposition for a conversion shall first be approved by unanimous recommendation of the directors of the credit union. The directors shall set a date for a vote by the members on the conversion. Written notice specifying the reason for conversion and the date set for the vote shall be delivered in person or mailed to each member at the address appearing on the records of the credit union, not more than 45 days nor less than 15 days before the meeting. A majority of the members voting, in person or in writing, may approve the proposition for conversion, provided not more than 15 members or 10 percent of the total membership, whichever is greater, object by written notice. 186.314(1m)(b)(b) A statement of the results of the vote, verified by the affidavits of the chairperson or the vice chairperson and the secretary, shall be filed with the office of credit unions within 10 days after the vote is taken. 186.314(1m)(c)(c) Within 90 days after the date on which the proposition for conversion is approved, the credit union shall take the necessary action under 12 USC 1771 (b) to make it a federal credit union. Within 10 days after receipt of the federal credit union charter, the credit union shall file a copy of the charter with the office of credit unions. Upon filing, the credit union shall cease to be a state credit union. 186.314(1m)(d)(d) Upon ceasing to be a state credit union, the credit union shall no longer be subject to this chapter. The successor federal credit union shall be vested with all the assets and shall continue to be responsible for all of the obligations of the state credit union to the same extent as though the conversion had not taken place. 186.314(2m)(a)1.1. “Savings bank” has the meaning given in s. 214.01 (1) (t) and includes a mutual savings bank and a stock savings bank as well as a savings bank that is a subsidiary of, or is otherwise controlled by, a savings bank holding company. 186.314(2m)(b)(b) A credit union may convert to a savings bank or state bank by complying with pars. (c) to (e). 186.314(2m)(c)(c) The proposition for a conversion shall first be approved by a majority recommendation of the directors of the credit union. After the board of directors approves the conversion proposal, the directors shall, by a majority vote of the directors, set a date for a meeting of credit union members to vote on the conversion. Credit union members may also vote by written ballot to be filed on or before the meeting date. Written notice stating the credit union’s intent to convert to a savings bank or state bank shall be sent to each member at the member’s address appearing on the records of the credit union. This notice shall be sent to each credit union member 3 times, once not more than 95 calendar days nor less than 90 calendar days before the date of the meeting to vote on the conversion, once not more than 65 calendar days nor less than 60 calendar days before the date of the meeting to vote on the conversion, and once not more than 35 calendar days nor less than 30 calendar days before the date of the meeting to vote on the conversion. A ballot may be included in the same envelope as the 3rd notice. Each notice shall adequately describe the purpose and subject matter of the vote to be taken at the meeting set by the board of directors or by submission of a written ballot. Each notice shall clearly inform members that they may vote at the meeting or by submitting the written ballot. Each notice shall state the date, time, and place of the meeting. If a written ballot is included with the 3rd notice, the 1st and 2nd notices shall state in a clear and conspicuous manner that a written ballot will be mailed together with another notice between 30 and 35 days before the date of the membership vote on conversion. If a written ballot is included in the same envelope with the 3rd notice, the 3rd notice shall so state in a clear and conspicuous manner. Approval of the proposition for conversion shall be by affirmative vote, in person or in writing, of a majority of the credit union members voting at the meeting or by written ballot. 186.314(2m)(d)(d) A credit union that proposes to convert to a savings bank or state bank under this subsection shall file with the office of credit unions a notice of its intent to convert and, within 10 days after the member vote on the conversion under par. (c), a statement of the results of the member vote. If the credit union members vote to approve the proposition for conversion, the member vote shall be verified by the office of credit unions. 186.314(2m)(e)(e) Upon approval by the credit union members of the proposition for conversion under par. (c), the credit union shall take all necessary action under ch. 214 or 221 to complete the conversion to a savings bank or state bank. Within 90 days after receipt from the division of banking of a certificate of incorporation as a savings bank or state bank, the credit union shall file a copy of the certificate with the office of credit unions and the office of credit unions shall issue to a converting credit union a certificate of conversion to a savings bank or state bank. 186.314(2m)(f)(f) Upon conversion, the credit union shall cease to be a credit union, shall be a savings bank or state bank, shall no longer be subject to this chapter, and shall be subject to ch. 214 or 221 and all other provisions of law governing savings banks or state banks. Upon conversion, the legal existence of the savings bank or state bank shall be a continuation of the credit union, and all property and every right, privilege, interest, and asset of the credit union immediately, without any conveyance, transfer, or further act of the savings bank or state bank, vests in the savings bank or state bank. The resulting savings bank or state bank shall succeed to and be vested with all the rights, assets, obligations, and relations of the credit union, and all actions and other judicial proceedings to which the credit union is a party may be prosecuted and defended, to the same extent as though the conversion had not taken place. 186.314(2m)(g)(g) Upon conversion of a credit union into a stock savings bank or state bank, the stock savings bank or state bank may distribute shares of the capital stock of the stock savings bank or state bank, or may distribute cash, or both, to the former members of the converted credit union in recognition of their ownership of the equity of the converted credit union. 186.314(2m)(h)1.1. In this paragraph, “senior management official” means a chief executive officer, an assistant chief executive officer, a chief financial officer, and any other senior executive officer as defined by the appropriate federal banking agency as directed under 12 USC 1831i (f). 186.314(2m)(h)2.2. No director or senior management official of a credit union may receive any economic benefit in connection with a conversion of the credit union to a savings bank or state bank except that a director or senior management official may receive director fees as well as compensation and other benefits paid to directors and senior management officials of the converted savings bank or state bank in the ordinary course of business. 186.315186.315 Charter cancellation. Upon completion of a voluntary liquidation as provided in s. 186.18, or upon completion of the liquidation in cases under s. 186.235 (11), or after the assets and liabilities of a credit union are transferred to another credit union for the purpose of merger as provided in s. 186.31 (3), the office of credit unions shall cancel the charter of the credit union liquidated or merged without any other or further notice to the credit union or to any person. A certified copy of the order or certificate of the office of credit unions shall be recorded with the register of deeds of the county in which the credit union is located. The register of deeds shall note on the margin of the record of the articles of incorporation of the credit union the document number and, if the order or certificate is assigned a volume and page number, the volume and page where the order or certificate canceling the credit union’s charter is recorded. In case of voluntary liquidation under s. 186.18 or merger under s. 186.31, the credit union shall record the order or certificate of the office of credit unions and pay the fee. In case of liquidation under s. 186.235 (11), the office of credit unions or special deputy shall record the order or certificate of the office of credit unions and pay the fee out of the assets of the credit union as an expense of liquidation. 186.32186.32 Corporate central credit union. 186.32(1)(1) Organization. A corporate central credit union may be organized and operated under the conditions and provisions of this chapter and subject to all of the provisions of this chapter not inconsistent with this section. It shall be lawful for other credit unions located in this state and any other state to become members of a corporate central credit union. Credit unions having membership in a corporate central credit union may be represented at an annual or special meeting of the corporate central credit union by one member authorized by the board of directors of that member credit union and shall be entitled to one vote. The representative may be eligible for office in the corporate central credit union the same as if the representative were a member of the corporate central credit union. 186.32(2)(2) Dividends. A corporate central credit union may pay to the accounts of member credit unions dividends on a basis other than that required by this subsection for other members of a corporate central credit union. Dividends paid under this subsection shall be considered a normal operating expense of the corporate central credit union’s operation. Rates of such dividends and terms of payment may be established and guaranteed in advance by action of the corporate central credit union’s board of directors. 186.325186.325 National corporate central credit union. 186.325(1)(1) Criteria. A corporate central credit union is a national corporate central credit union if all of the following conditions are met: 186.325(1)(a)(a) Its membership consists of any of the following: 186.325(1)(a)1.1. Central or corporate central credit unions that are organized under the laws of this state or another state or under federal law. 186.325(1)(a)2.2. Officers and directors of the qualifying corporate central credit union. 186.325(1)(a)3.3. Organizations operated primarily to service and otherwise assist credit union operations. 186.325(1)(b)(b) Its membership does not include any of the following: 186.325(1)(c)(c) At least 75 percent of its savings and deposits are derived from members under par. (a) 1. and the remainder of its savings and deposits are derived from members under par. (a) 2. and 3. 186.325(2)(2) Borrowing limits. The borrowing limits under s. 186.112 do not apply to a national corporate central credit union.
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Chs. 178-226, Partnerships and Corporations; Transportation; Utilities; Banks; Savings Associations
statutes/186.235(15)(a)
statutes/186.235(15)(a)
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