AB150-engrossed,1659,20
11183.1301 Execution by judicial act. Any person who is adversely affected
12by the failure or refusal of any person to execute and file any articles or other
13document to be filed under this chapter may petition the circuit court for the county
14in which the registered office of the limited liability company is located or, if no
15address is on file with the
secretary of state department, in the circuit court for Dane
16county, to direct the execution and filing of the articles or other document. If the court
17finds that it is proper for the articles or other document to be executed and filed and
18that there has been failure or refusal to execute and file the document, the court shall
19order the
secretary of state department to file the appropriate articles or other
20document.
AB150-engrossed,1659,2322
185.01
(3m) "Department", except in s. 185.45 (3) (c) and (4) (d), means the
23department of financial institutions.
AB150-engrossed,1660,6
1185.05
(3) The articles shall be filed and recorded as provided in s. 185.82. The
2legal existence of a cooperative begins when the articles are filed. Upon the filing of
3the articles, the
secretary of state department shall issue a certificate of
4incorporation. The
secretary of state department shall forward within 5 days a
5duplicate original of the articles to the register of deeds of the county of the
6cooperative's principal office or registered agent for recording.
AB150-engrossed,1660,118
185.08
(3) A registered agent may resign by mailing a written notice to both
9the
secretary of state department and the cooperative. The resignation becomes
10effective when the cooperative names a new registered agent or 60 days after the
11receipt of notice by the
secretary of state department, whichever is sooner.
AB150-engrossed,1660,2413
185.31
(3) The directors constituting the temporary board, named in the
14articles, shall hold office until the first member meeting. At that meeting and
15thereafter, directors shall be elected by the members at a member meeting in the
16manner and for the terms provided in the bylaws. If the bylaws provide that directors
17be from specified districts, the articles may limit voting for any director to members
18from within the district from which the director is to be elected. Unless the bylaws
19provide otherwise, a director's term of office shall be one year. Each director shall
20hold office for the term for which elected and until a successor takes office. The
21bylaws may permit selection of alternates to take the place of directors absent at a
22meeting of the board. Whenever any change is made in the board, the cooperative
23shall file within 20 days with the
secretary of state
department a report showing the
24names and addresses of all directors.
AB150-engrossed,1661,9
1185.35
(1) Unless the articles of incorporation provide otherwise, the principal
2officers of a cooperative are a president, one or more vice presidents as prescribed in
3the bylaws, a secretary and a treasurer. They shall be elected annually by the board
4at such time and in such manner as the bylaws provide. Upon original election and
5whenever any change is made in the officers, the cooperative shall file with the
6secretary of state department, within 20 days, a report showing the name and
7address of all officers. Each principal officer except the secretary and the treasurer
8must be a director of the cooperative. The offices of secretary and treasurer may be
9combined in one person.
AB150-engrossed,1661,1611
185.48
(2) The annual report shall be made on forms furnished by the
secretary
12of state department, and the information therein contained shall be given as of the
13date of the execution of the report. The
secretary of state department shall forward
14by 1st class mail report blanks to each cooperative in good standing not later than
1560 days prior to the date on which the cooperative is required to file an annual report
16under this chapter.
AB150-engrossed,1661,2418
185.48
(3) The annual report shall be delivered to the
secretary of state 19department in each year following the year in which the cooperative's articles are
20filed by the
secretary of state department, during the calendar year quarter in which
21the anniversary of the filing occurs. If the report does not conform to requirements,
22it shall be returned to the cooperative for necessary corrections. The penalties for
23failure to file such report shall not apply if it is corrected and returned within 30 days
24after receipt thereof.
AB150-engrossed,1662,2
1185.48
(4) Any report not filed as required by sub. (3) may be filed only upon
2payment to the
secretary of state department of $26.
AB150-engrossed,1662,124
185.48
(5) If the report is not filed within a year from the first day of the quarter
5calendar year in which the report is required, under sub. (3), to be delivered, the
6cooperative is not in good standing. Within the next 6 months the
secretary of state 7department shall mail to the cooperative a notice that it is no longer in good standing.
8If a cooperative has been out of good standing for more than 3 consecutive years
9immediately prior to January 1, 1978, the
secretary of state department shall
10provide only the notice required under s. 185.72 (3). Until restored to good standing,
11the
secretary of state department shall not accept for filing any document respecting
12such cooperative except those incident to its dissolution.
AB150-engrossed,1662,1714
185.48
(6) The cooperative may be restored to good standing by delivering to
15the
secretary of state department a current annual report and by paying the $26 late
16filing fee plus $15 for each calendar year or part thereof during which it was not in
17good standing, not exceeding a total of $176.
AB150-engrossed,1662,2119
185.53
(2) The amendment shall be filed and recorded as provided in s. 185.82.
20The amendment becomes effective upon filing, and the
secretary of state department 21may then issue a certificate of amendment.
AB150-engrossed,1663,723
185.62
(1m) If after the filing of the articles under sub. (1), but before the
24merger or consolidation is effective, the merger or consolidation is abandoned, as
25provided in s. 185.61 (5), 2 principal officers of each merging or consolidating
1cooperative shall sign a certificate of abandonment stating that the merger or
2consolidation is abandoned and the date of abandonment, and shall seal the
3certificate with the seal of each cooperative. The certificate of abandonment shall be
4filed and recorded prior to the date the merger or consolidation would otherwise be
5effective,
in the office of the secretary of state
with the department and in each county
6where the cooperatives have their principal offices or registered agents, in the
7manner provided in s. 185.82.
AB150-engrossed,1663,129
185.72
(3) (a) (intro.) If it is established by the records in the
office of the
10secretary of state department that a cooperative failed to file its annual report as
11required by this chapter for the preceding 3 years, the
secretary of state department 12may involuntarily dissolve the cooperative in the following manner:
AB150-engrossed,1663,1514
185.72
(3) (a) 1. The
secretary of state department shall give the cooperative
15notice of its delinquency by 1st class mail addressed to its situs.
AB150-engrossed,1663,2117
185.72
(3) (a) 2. If the delinquent cooperative is not restored to good standing
18under s. 185.48 (6) within 90 days after the notice was mailed, the
secretary of state 19department shall issue a certificate of involuntary dissolution, which shall state the
20fact of involuntary dissolution, the date and cause of the dissolution and the
21dissolved cooperative's situs.
AB150-engrossed,1663,2523
185.72
(3) (a) 3. The
secretary of state department shall file the original
24certificate of involuntary dissolution and mail a copy to the former cooperative at its
25situs.
AB150-engrossed,1664,42
185.72
(3) (bm) (intro.) The
secretary of state department shall rescind the
3dissolution of a cooperative involuntarily dissolved under this subsection and issue
4a certificate stating the recision if all of the following are met:
AB150-engrossed,1664,86
185.72
(3) (bm) 1. The cooperative files with the
secretary of state department 72 affidavits, each executed by a different person who is a principal officer of the
8cooperative, stating that the cooperative did not receive the notice under par. (a) 1.
AB150-engrossed,1664,1210
185.72
(3) (bm) 2. The cooperative pays to the
secretary of state department 11$100 in liquidated damages to cover the efforts of the
secretary of state department 12in rescinding the involuntary dissolution.
AB150-engrossed,1664,16
14185.815 Recording change of principal office or registered agent. 15(intro.) If a document submitted to the
secretary of state department for filing under
16this chapter changes the county of the principal office or of the registered agent:
AB150-engrossed,1664,1918
185.815
(1) An original of the document or a duplicate original endorsed by the
19secretary of state department shall be recorded in each county;
AB150-engrossed,1664,2321
185.815
(3) A certificate of the
secretary of state department listing the type
22and date of filing of recordable documents previously filed by the cooperative shall
23be recorded in the county of the new principal office or of the registered agent.
AB150-engrossed,1665,3
1185.82
(1) (a) Separate originals of the document for the
secretary of state 2department and for the register of deeds of each county in which the document is
3required to be recorded.
AB150-engrossed,1665,65
185.82
(1) (b) A check payable to the
secretary of state department in the
6amount of the filing fee prescribed under s. 185.83.
AB150-engrossed,1665,108
185.82
(2) (a) Unless the document does not conform to law, the
secretary of
9state department shall endorse on each original "Filed" and the date of filing and
10shall file one original
in his or her office.
AB150-engrossed,1665,1412
185.82
(2) (b) The
secretary of state
department shall forward to each register
13of deeds the check under sub. (1) (c) and an original document or duplicate endorsed
14by the
secretary of state department, within 5 days of filing.
AB150-engrossed,1665,2016
185.82
(3) Each week the
secretary of state department shall forward to each
17register of deeds a listing of all documents received during the preceding week for
18filing and recording as required under this chapter. For each document, the listing
19shall specify the type of document, the name of the cooperative, the name of the
20county of the cooperative's principal office or registered agent, and the date of filing.
AB150-engrossed,1665,2522
185.82
(4) A document required to be filed and recorded under this chapter is
23effective on filing with the
secretary of state department, except as provided in s.
24185.62. An error or omission in recording the document or a certificate under s.
25185.815 (2) with a register of deeds does not affect its effectiveness.
AB150-engrossed,1666,62
185.82
(5) A document filed with the
secretary of state department under this
3chapter before May 7, 1982 is effective unless the records of the
secretary of state 4department show that the document was recognized as ineffective because of a
5recording defect and the
secretary of state department or the cooperative acted in
6reliance on the ineffectiveness of the document.
AB150-engrossed,1666,98
185.82
(6) (a) (intro.) The
secretary of state department may waive any of the
9following:
AB150-engrossed,1666,1311
185.82
(6) (a) 2. An omission or defect in a document, if the
secretary of state 12department determines from the face of the document that the omission or defect is
13immaterial.
AB150-engrossed,1666,1615
185.83
(1) (intro.) The
secretary of state department shall charge and collect
16for:
AB150-engrossed,1666,2418
185.83
(1) (b) Filing an amendment to or restatement of the articles or articles
19of merger, consolidation or division, $10, except that no fee may be collected for an
20amendment showing only a change of address resulting from the action of a
21governmental agency if there is no corresponding change in physical location and if
222 copies of the notice of the action are submitted to the
secretary of state department;
23and an additional fee of $1.25 for each $1,000 of authorized stock not authorized at
24the time of amendment, restatement, merger, consolidation or division.
AB150-engrossed,1667,2
1185.83
(1) (d) Receiving services of any process, notice or demand, authorized
2to be served on the
secretary of state department by this chapter, $10.
AB150-engrossed,1667,7
4185.85 (title)
Forms to be furnished by
secretary of state department
5of financial institutions. The
secretary of state department may provide forms for
6any document to be filed
in the office of the secretary of state with the department 7under this chapter.
AB150-engrossed,1667,139
185.981
(5) Every such cooperative association is
hereby declared to be a
10charitable and benevolent corporation,
and its property, real, personal and mixed, its
11income and property transferred to it, shall be exempt from taxation as provided in
12ss. 70.11, 71.26 (1) (c) and 71.45 (1) and its employes
shall be are excluded from the
13provisions of ch. 108 as provided in s. 108.02.
AB150-engrossed,1667,16
16186.012 (title)
Commissioner
Office of credit unions.
AB150-engrossed,1667,2019
186.012
(2) The
commissioner office of credit unions shall enforce the laws of
20this chapter and other laws relating to credit unions.
AB150-engrossed,1668,322
186.012
(3) Except as otherwise provided in s. 186.015, any interested person
23or credit union aggrieved by an act, order or determination of the
commissioner office
24of credit unions may, within 30 days from the date thereof, apply to the credit union
25review board to review the same. All such applications for review shall be considered
1and disposed of as speedily as possible. The credit union review board may require
2the
commissioner office of credit unions to submit any
of the commissioner's official
3actions subject to such review to the board for its approval.
AB150-engrossed,1668,165
186.012
(4) Unless the
commissioner
office of credit unions is expressly
6restricted by statute from acting under this subsection with respect to a specific
7power, right or privilege, the
commissioner office of credit unions by rule may, with
8the approval of the credit union review board, authorize credit unions to exercise any
9power under the notice, disclosure or procedural requirements governing federally
10chartered credit unions or to make any loan or investment or exercise any right,
11power or privilege of federally chartered credit unions permitted under a federal law,
12regulation or interpretation. Notice, disclosure and procedures prescribed by statute
13which may be modified by a rule adopted under this subsection include, but are not
14limited to, those provided under s. 138.056. A rule adopted under this subsection
15may not affect s. 138.041 or chs. 421 to 428 or restrict powers granted credit unions
16under this chapter.
AB150-engrossed,1668,2318
186.015
(1) The
commissioner office of credit unions shall confer with the credit
19union review board on matters affecting credit unions and the
commissioner's office.
20Detailed minutes of each board meeting shall be kept, and the decision of the board
21with reference to all orders issued, or policies established by the
commissioner office
22of credit unions pursuant to this chapter is final, except for judicial review as
23provided in ch. 227.
AB150-engrossed,1669,7
1186.015
(2) The board shall advise the
commissioner office of credit unions and
2others in improving the condition and service of credit unions. In addition, the board
3shall review the acts and decisions of the
commissioner office of credit unions in
4relation to credit unions and shall serve as an appeal board for credit unions with the
5same procedure and powers as the banking review board has under ch. 220 and
6perform other review functions in relation to credit unions as provided by law. The
7board may issue subpoenas, take testimony and administer oaths to witnesses.
AB150-engrossed,1669,119
186.015
(3) (a) The board may require the
commissioner office of credit unions 10to submit any
of the commissioner's official actions to the board for its approval. The
11board may make rules of procedure as provided in ch. 227.