(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.
(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.
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.
(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.
(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.
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
or restrict powers granted credit unions under this chapter.
See also s. DFI-CU 60.06
, Wis. adm. code.
Sub. (19) authorizes the office of credit unions to control and supervise credit unions incorporated in other states, including whether and where a foreign credit union may operate a branch office in this state. It was not unreasonable to impose on a foreign credit union the analogous geographical limitations that s. 186.113 imposes on state credit union branches located outside of the state. Heritage Credit Union v. Office of Credit Unions, 2001 WI App 213, 247 Wis. 2d 589
, 634 N.W.2d 593
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.
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.
(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.
(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.
A credit union may convert to a federal credit union by complying with the following:
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% of the total membership, whichever is greater, object by written notice.
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.
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.
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, including annual and special assessments levied under s. 186.35 (5) (d)
prior to the date a copy of the federal credit union charter is filed with the office of credit unions, to the same extent as though the conversion had not taken place.
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 volume and page where the order or certificate canceling its 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.
History: 1971 c. 193
s. 42 (1)
; 1995 a. 27
Corporate central credit union. 186.32(1)
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.
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.
National corporate central credit union. 186.325(1)(1)
A corporate central credit union is a national corporate central credit union if all of the following conditions are met:
Its membership consists of any of the following:
Central or corporate central credit unions that are organized under the laws of this state or another state or under federal law.
Officers and directors of the qualifying corporate central credit union.
Organizations operated primarily to service and otherwise assist credit union operations.
Its membership does not include any of the following:
At least 75% 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.
(2) Borrowing limits.
The borrowing limits under s. 186.112
do not apply to a national corporate central credit union.
History: 1995 a. 151
Federal share insurance. 186.34(1)
No credit union may accept any deposit from any person other than an incorporator before the credit union has received a certificate of share insurance issued by the national board.
(4) Certificate filing.
Every credit union that receives a certificate of insurance from the national board shall file a copy of the certificate with the office of credit unions within 30 days after the credit union receives the certificate.
(5) Insurance to be maintained.
Notwithstanding any other provision of this chapter, every credit union, other than a corporate central credit union, shall take, and a corporate central credit union may take, every action lawfully required to maintain federal share insurance coverage in full force and effect, and shall refrain or desist from taking any action that is likely to cause termination of federal share insurance coverage.
Wisconsin credit union savings insurance corporation. 186.35(1)(1)
The Wisconsin credit union savings insurance corporation, a nonprofit corporation, hereinafter referred to as the "corporation", shall be organized within one year after February 14, 1970, by the authorized representatives of not less than 9 credit unions chartered and existing under this chapter. The articles of incorporation shall require the approval of the office of credit unions, and shall be filed with the office of credit unions and recorded with the register of deeds of the county in which the principal office of the corporation is located. Amendments to the articles, adopted by a vote of two-thirds of the member credit unions present at an annual meeting or a special meeting called for that purpose, shall be filed with the office of credit unions upon payment of a fee of $5 and if approved by the office shall become effective upon being recorded in the office of the register of deeds in the same manner as the original articles. This corporation shall be under the exclusive supervision of the office of credit unions.
The general purposes of the corporation shall be to:
Aid and assist any member credit union which develops financial difficulties such as insolvency, nonliquidity or liquidation, in order that the savings and deposits of each member of a member credit union and each public depositor shall be protected or guaranteed. The corporation shall protect or guarantee each account in a member credit union to the extent the funds in the account do not exceed the greater of $100,000 or the amount of deposit protection or guaranty provided for the benefit of a depositor in any other financial institution authorized to do business in this state.
Cooperate with its member credit unions and the office of credit unions for the purpose of improving the general welfare of credit unions in this state.
If any of the powers in this section conflicts with any other provision of this chapter, this section controls. The corporation may:
Advance funds to aid member credit unions to operate and to meet liquidity requirements.
Assist in the orderly liquidation of credit unions.
Receive money or property from its member credit unions, or any corporation, association or person.
Invest its funds in bonds, notes or securities of the federal government or its agencies, and such other investments as are deemed prudent by the trustees but these other investments shall not exceed 50% of the outstanding capital of the corporation.
Borrow money from any source, upon such terms and conditions as the trustees determine, for the purpose of this section.
Purchase in its own name, hold and convey real and personal property.
Receive by assignment or purchase, from its member credit unions, any notes, mortgages, real estate, securities and other assets owned by those member credit unions.
Sell, assign, mortgage, encumber or transfer any notes, mortgages, real estate, securities and other assets.
Adopt and amend bylaws, rules and regulations for carrying out the purposes of this section.
As determined by the trustees, declare and pay dividends in cash or property to its members, except that the corporation may not declare or pay a dividend unless the office of credit unions has approved the dividend.
(3m) Prohibited use of funds.
Notwithstanding subs. (2)
and (3) (d)
, none of the corporation's funds may be used to assist member credit unions to meet the eligibility requirements for obtaining a certificate of federal share insurance under s. 186.34
, unless the office of credit unions determines all of the following:
The expenditure will enable a member credit union to obtain federal share insurance.
The failure to use the corporation's funds to assist a member credit union to obtain federal share insurance will result in greater subsequent expenditures by the corporation.
(4) Use of name.
This corporation shall have the sole right to the use of the name "Wisconsin Credit Union Savings Insurance Corporation".
All credit unions and corporate central credit unions operating and existing under this chapter prior to July 20, 1985, shall be members of the corporation. No credit union organized under this chapter or any other law may become a member of the corporation after July 20, 1985.
The corporation shall bill and collect from all members a membership fee of $5 or 0.5% of the share capital of each member, whichever is greater. When paid, the membership fee shall be a charge to the member's regular reserve or may be established as a prepaid asset, to be charged against its regular reserve over a period of 5 years.
A regular annual assessment, not to exceed 0.1% of the member's savings capital, including public funds deposited in the credit union, shall be levied by the trustees against each member whose savings are protected or guaranteed by the corporation. The member's savings capital as of December 31 shall be the basis for calculating the annual assessment due the ensuing year. The trustees shall determine the date the annual assessment is due and payable. Each annual assessment and any special assessment paid by the member under subd. 2.
shall be a charge to its regular reserve.
In the event of the potential impairment of the corporation's capital, special assessments may be levied against all member credit unions by the trustees with the approval of the office of credit unions. The trustees shall determine the total amount of any special assessment, and each member shall be liable to the corporation for a fraction of the total special assessment. Each member's fractional share of a special assessment shall be determined under sub. (12)
A member's membership fee to the corporation shall be considered part of its regular reserve for the purpose of determining its compliance with ss. 186.11 (2) (b)
The trustees may reduce or waive the annual assessment when the total funds in this corporation equal an amount which is mutually agreed upon by the trustees and the office of credit unions.
The corporation's business shall be conducted by not less than 7 trustees elected by the members in accordance with the bylaws.
(7) Supervision of corporation.
The corporation shall be subject to supervision and an annual examination by the office of credit unions. The cost of each examination shall be paid by the corporation.
(8) Examinations of credit unions.
The office of credit unions shall promptly forward to the corporation copies of examination reports of all members. The cost of these copies shall be paid by the corporation. If the trustees of the corporation ascertain evidence of carelessness, unsound practices or mismanagement of any member or if the trustees determine that the activities of any member may jeopardize any of the corporation's assets, the trustees or their designees may require the member to disclose its operational policies and procedures, and may recommend appropriate corrective measures to the member. If the trustees determine that the carelessness, unsound practices or mismanagement is not promptly corrected or that the threat to the corporation's assets has not been removed, the trustees may make appropriate recommendations to the office of credit unions, including the recommendation that the member be liquidated or merged.
The incorporators shall subscribe and submit to the office of credit unions, for approval, the bylaws and any amendments thereto under which the corporation shall operate. These bylaws may be amended at any regular or special meeting of the trustees or any annual or special meeting of the corporation.
(10) Termination of protection or guaranty. 186.35(10)(a)(a)
The accounts of every credit union, including a corporate central credit union, that is a member of the corporation on July 20, 1985, and receives a certificate of insurance under s. 186.34
shall cease to be protected or guaranteed by the corporation on the effective date of the certificate. A corporate central credit union may voluntarily terminate protection or guarantees of its accounts by the corporation by filing with the trustees a resolution duly adopted by the corporate central credit union's board of directors. The accounts of a corporate central credit union that files a resolution under this paragraph shall cease to be protected or guaranteed by the corporation on the date the resolution is filed.
Within 90 days after the date a credit union's accounts cease to be protected or guaranteed under par. (a)
, the corporation shall refund to the credit union the membership fee paid by the credit union and a prorated portion of any regular annual assessment paid by the credit union for the calendar year in which the credit union's membership terminated. The proration shall be based on the number of full calendar months remaining in the calendar year after the date of termination.
If a credit union which is entitled to a refund of its membership fee under par. (b)
merges under s. 186.31
with another credit union before the refund is paid, the corporation shall pay to the surviving credit union the membership fee paid by the absorbed credit union.
Except as provided in sub. (12m)
, each member credit union's fractional share of special assessments under sub. (5) (d) 2.
shall be calculated as follows:
Except as provided in par. (c)
, the numerator of the fraction shall be the total of all annual and special assessments paid to the corporation by the member, reduced by any refund to the member of a prorated portion of an annual assessment under sub. (10) (b)
and by any amounts paid to the member by the corporation as a protection or guaranty of any account in the member credit union, other than an account transferred to the member credit union as a result of a merger or liquidation of another credit union.
The denominator of the fraction shall be the total of all annual and special assessments paid by all members participating in the distribution or special assessment.
The numerator of the fraction under par. (a)
for a corporate central credit union shall include all annual and special assessments paid to the corporation in the name of a predecessor credit union that are attributable to deposits in the predecessor credit union by other credit unions organized under this chapter or any other law.