Incorporation, bylaws, amendment, fees. 186.02(1)(1)
Seven or more residents of this state may organize a credit union by filing with the office of credit unions the proposed articles of incorporation in duplicate and the proposed bylaws, together with a $100 filing fee. The articles of incorporation shall state the name and purpose of the credit union, the county in which its initial principal office is located and the names and addresses of the incorporators.
The bylaws shall prescribe all of the following:
The conditions that determine eligibility for membership.
The par value of capital stock not exceeding $50 per share.
The conditions on which accounts may be paid in, transferred and withdrawn.
The method of receipting for money paid on accounts.
The number of directors and the length of their terms.
The responsibilities and qualifications of the directors.
Procedures for removing directors from the board of directors.
The date of the annual membership meeting, to be held before July 1.
The manner by which members are notified of annual and special meetings.
The number of members constituting a quorum at an annual or special meeting.
Groups having common or related bonds of occupation or association.
Except as otherwise provided in this subdivision, individuals who reside or are employed within well-defined and contiguous neighborhoods and communities. If the office of credit unions, subsequent to a credit union merger, determines that it would be inappropriate under the circumstances to require members of the credit union that results from the merger to reside or be employed in contiguous neighborhoods and communities, the requirement that these neighborhoods and communities be contiguous does not apply.
Individuals who reside or are employed within well-defined and contiguous rural districts or multicounty regions.
Members of bona fide fraternal, religious, cooperative, labor, rural, educational, or similar organizations and employees of the credit union.
Members of the immediate family of all qualified persons are eligible for membership.
An organization or association of individuals, the majority of the directors, owners, or members of which are eligible for membership, may be admitted to membership in the same manner and under the same conditions as individuals.
An organization or association that has a business location within any geographic limits of the credit union's field of membership may be admitted to membership.
An individual member who ceases to qualify for membership under the bylaws may retain his or her full membership in the credit union at the discretion of the board of directors.
A public depositor who makes a public deposit in a credit union may become a member of the credit union if the bylaws permit membership of public depositors.
If the bylaws require a member to purchase capital stock, an amount equivalent to the value of the required number of shares deposited by the member in any deposit account of the credit union may be treated as the member's share deposit.
Subject to par. (b)
, a credit union may not be organized unless the articles and bylaws are approved by the office of credit unions. If the office of credit unions approves the articles and bylaws, the office of credit unions shall return one approved duplicate original of the articles of incorporation to the incorporators, and the incorporators shall within 30 days record the articles of incorporation in the office of the register of deeds of the county in which the credit union is to be located. The legal existence of the credit union commences on the date and time the articles are recorded. The register of deeds shall transmit to the office of credit unions a certificate stating the date and time when the articles were recorded, and the office of credit unions shall issue a certificate of incorporation to the credit union.
If the office of credit unions refuses to approve the articles or bylaws, the incorporators may appeal the refusal to the credit union review board and the decision of the review board is final, subject to judicial review under ch. 227
Amendments to the articles of incorporation adopted by a vote of two-thirds of the members of the credit union present at an annual meeting or a special meeting called for that purpose may be filed with the office of credit unions upon payment of a $50 fee. If approved by the office of credit unions, amendments to the articles are effective on recording in the office of the register of deeds in the same manner as the original articles.
All amendments to the bylaws shall be filed with the office of credit unions and shall be accompanied by the payment of a $50 fee. Amendments to the bylaws shall take effect only after being approved by the office.
A credit union is not required to obtain the prior approval of its membership to move the credit union's principal office within a 20-mile radius of its present location, including to another county.
Use of name exclusive. 186.03(1)
A person may not use a name containing the phrase "credit union", represent itself as a credit union or conduct business as a credit union unless the person is any of the following:
An organization, association or corporation whose membership or ownership is primarily confined or restricted to credit unions.
(2) Use required.
A credit union shall use the phrase "credit union" in its corporate name.
(3) Name approval.
The office of credit unions shall approve a credit union's name before the name is officially adopted. A credit union may not adopt the name of another credit union doing business in this state.
Whoever violates this section may be fined not more than $5,000.
Deceptive or misleading use of credit union name, logo, or symbol. 186.035(1)
Use of credit union name, logo, or symbol for marketing purposes.
Except as provided in sub. (3)
, no person may use the name, logo, or symbol, or any combination thereof, of a credit union, or any name, logo, or symbol, or any combination thereof, that is deceptively similar to the name, logo, or symbol of a credit union, in any marketing material provided to or solicitation of another person in a manner such that a reasonable person may believe that the marketing material or solicitation originated from or is endorsed by the credit union or that the credit union is responsible for the marketing material or solicitation.
(2) Enforcement and penalties.
The office of credit unions shall direct any person the office finds to have violated sub. (1)
to cease and desist from violating sub. (1)
. If a person violates sub. (1)
after receiving such direction, the office of credit unions may impose a forfeiture of up to $1,000 for each violation. Each instance in which marketing material is provided to another person or solicitation of another person takes place in violation of sub. (1)
constitutes a separate violation. This subsection does not affect the availability of any remedies otherwise available to a credit union.
(3) Exceptions. Subsection (1)
does not apply to a person who uses the name, logo, or symbol of a credit union in any of the following circumstances:
If the person is the credit union, an affiliate of the credit union, or an agent of the credit union.
History: 2003 a. 262
Membership meetings, fiscal year. 186.06(1)
Manner of meeting.
The annual meeting and any special meeting of the members of a credit union shall be held in the manner provided by the bylaws.
At a meeting, each member shall have one vote irrespective of the member's share total. Except as provided in sub. (2)
, a member may not vote by proxy.
An organization, association or corporation member of a credit union may be represented by and have its vote cast by an authorized representative of its members or owners.
(2m) Voting eligibility.
The bylaws shall prescribe the terms by which a member is eligible to vote at a meeting.
At any meeting, if the notice so indicates, a majority of the members present may direct the board of directors to do any of the following:
Consider implementing any policy proposed by the members.
Reconsider any decision of the directors, officers or committees.
At any meeting, if the notice so indicates, the members may, by a three-fourths vote of the members present, do any of the following:
(4) Fiscal year.
The fiscal year of every credit union shall end at the close of business on December 31.
Board of directors. 186.07(1)(1)
At the first meeting of the members, the members shall elect a board of directors, consisting of an odd number of directors. A board of directors shall consist of at least 5 directors. Subsequent elections for board members shall be held at the annual membership meeting held in a manner prescribed in the bylaws.
The board of directors shall appoint a president of the credit union. The board may also appoint any committee that the board considers to be necessary.
The president shall appoint any employee officer.
A director shall hold office until any of the following occurs:
A successor is elected or appointed and the successor signs an oath of office.
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board of directors, including a meeting of the executive committee, in any manner described in par. (b)
. Unless the articles of incorporation, bylaws or board of directors provide otherwise, the credit committee may permit any or all members of the committee to participate in a credit committee meeting in any manner described in par. (b)
If authorized under par. (a)
, the directors or credit committee members may participate in a meeting by, or conduct a meeting through the use of, any means of communication by which any of the following occurs:
All participating directors or members may simultaneously hear each other during the meeting.
All communication during the meeting is immediately transmitted to each participating director or member, and each participating director or member is able to immediately send messages to all other participating directors or members.
If a meeting will be conducted through the use of any means described in par. (b)
, all participating directors or credit committee members shall be informed that a meeting is taking place at which official business may be transacted. A director or member participating in a meeting by any means described in par. (b)
is deemed to be present in person at the meeting. If requested by a director or member, minutes of the meeting shall be prepared and distributed to each director or member.
(3m) Written consent in lieu of meeting. 186.07(3m)(a)(a)
Unless the articles of incorporation or bylaws provide otherwise, any action required or permitted by this chapter to be authorized at a board of directors' meeting may be authorized without a meeting if that action is authorized by all directors and is evidenced by one or more written statements, signed by each director, describing and consenting to the action. Such an action has the same effect as an action authorized by unanimous vote at a meeting at which all directors are present and may be described as such in any document.
Any action authorized under par. (a)
is effective when the last director signs the statement evidencing his or her consent, unless the statement specifies a different effective date.
A credit union shall retain all statements signed by its directors under par. (a)