186.12
186.12
Compensation of officers, operation expenses. 186.12(1)(1)
Board members. No member of the board of directors may receive any compensation for services as a member of the board other than reasonable health, accident and similar insurance.
186.12(3)
(3) Expenditures. The officers elected by the board of directors, the members of the credit committee and loan officers may receive such compensation as the board authorizes, but the expenditures of the credit union for all purposes shall be paid from its earnings.
186.13
186.13
Expulsion. If the board of directors adopts a written policy, a credit union may expel a member if the member neglects or refuses to comply with this chapter or the credit union bylaws or if the board has other just cause. The credit union shall provide notice to the member in writing of the reason for expulsion. The notice shall include a description of the member's right to a hearing and the time period for the member to request a hearing. If a member requests a hearing in writing within 45 days of receipt of the expulsion notice, the board shall give the member an opportunity to be heard on the expulsion within 90 days after the date of the expulsion notice.
186.14
186.14
Expelled member rights and liabilities. The amounts paid in on shares by members who have withdrawn or have been expelled shall be paid to them, but in the order of withdrawal or expulsion as funds become available and after deducting any amounts due from the members to the credit union. Expulsion or withdrawal shall not relieve a member from any remaining liability to the credit union.
186.14 History
History: 1971 c. 193 s.
42 (3);
1995 a. 151.
186.15(1)(1)
Annual audit. Except as provided in
sub. (2), the board of directors shall hire a certified public accountant licensed or certified under
ch. 442 or other qualified person to conduct a comprehensive annual audit of the records, accounts and affairs of the credit union.
186.15(2)
(2) Audit committee. The board of directors may appoint an auditing committee of one or more capable persons to annually audit the records, accounts and cash of the credit union and to verify member accounts. Verification procedures shall be conducted according to the credit union's bylaws or the rules of the office of credit unions.
186.15(3)
(3) Independent audit. The office of credit unions may order an independent audit at the credit union's expense if the office of credit unions finds an annual audit to be unsatisfactory.
186.15(4)
(4) Audit reports. Audit reports under this section shall be submitted to the board of directors and retained as records of the credit union.
186.16(1)(1)
Board establishes dividends. The board of directors shall establish the dividend period. Dividends shall be considered a normal operating expense of the credit union. Rates of dividends and terms of payment may be established and guaranteed in advance by action of the board of directors. The board of directors may classify its accounts and declare dividends which may be at variable rates.
186.16(2)
(2) Maximum set by office of credit unions. The office of credit unions may establish the maximum dividend that a credit union and a corporate central credit union may pay in each classification of its savings.
186.16 Cross-reference
Cross Reference: See also ch.
DFI-CU 60, Wis. adm. code.
186.17(1)(1)
Regular reserves. Semiannually, a credit union shall determine its gross income. From gross income, the credit union shall transfer to regular reserve amounts required under a schedule set by the national board.
186.17(2)
(2) Special reserves. Special reserves may be required by the office of credit unions on an individual credit union basis or for a corporate central credit union.
186.18
186.18
Dissolution. Upon a two-thirds recommendation of the board of directors, the members may vote to dissolve the credit union. If a majority of the total membership vote by ballot, in person or by letter or other written communication in favor of dissolution, and if not more than the greater of 15 members or 10% of the total membership, by written notice, vote against dissolution, the credit union shall be dissolved. If both the number of votes in favor of dissolution and the number of votes against dissolution are each less than 25% of the total number of members, the board of directors may, with the permission of the office of credit unions, mail to each member at the member's last-known address a written notice which states that the board's proposal to dissolve the credit union will be approved or disapproved at a special or annual meeting to be held at the time and place specified in the notice. The credit union shall be dissolved only if a majority of the members present at the meeting vote in favor of the board's proposal to dissolve the credit union. If the members vote to dissolve the credit union, a committee of 3 shall be elected by the members to liquidate the assets of the credit union. After assets are liquidated and debts paid, members shall be paid a liquidating dividend in proportion to their savings from remaining assets. The committee in charge of liquidation may sell or dispose of the assets in whole or in part at a public or private sale subject to confirmation by the board of directors and the office of credit unions.
186.19
186.19
Bonding requirements. A credit union shall maintain the necessary bonds for directors, officers and employees according to any standards prescribed by the national board.
186.21
186.21
Credit unions promoted. 186.21(1)
(1)
Office to cooperate. It shall be the duty of the office of credit unions to cooperate with every group of people that is interested in the formation of, or in an affiliation with, a credit union in this state. The office of credit unions may do all things reasonably necessary for the discharge of this duty.
186.21(2)
(2) Advertising. The office of credit unions shall use advertising that is suitable and effective to acquaint the people of this state with the agencies and organizations dealing with credit unions.
186.21(3)
(3) Consultations. The office of credit unions shall offer without charge to any group, either joined in a credit union or considering such an organization, advice and direction on accounting practices and managerial problems.
186.21(4)
(4) Materials. The office of credit unions shall provide application forms, model bylaws, and other materials to help in the organization, efficient functioning and expansion of credit unions.
186.22
186.22
Credit union finance corporation; incorporation; organization certificate. 186.22(1)
(1)
Organization. When authorized by the office of credit unions, 10 or more credit unions, the aggregate resources of which shall not be less than $50,000, may form the "Credit Union Finance Corporation". Each of such credit unions shall subscribe, acknowledge and submit to the office of credit unions an organization certificate in duplicate which shall specifically state:
186.22(1)(a)
(a) The name "Credit Union Finance Corporation".
186.22(1)(b)
(b) The place in the state where its business is to be transacted.
186.22(1)(c)
(c) The number of shares for which each credit union has subscribed, which shall amount in the aggregate to not less than $200.
186.22(1)(d)
(d) The number of directors of such credit union finance corporation, which shall not be less than 7, and the names of the persons who shall be its directors until the first annual meeting. The certificate shall recite that the directors possess the qualifications specified in
sub. (10).
186.22(1)(e)
(e) The name and location of the business office of each credit union subscribing the certificate and the aggregate resources of each such credit union.
186.22(2)
(2) Proposed bylaws. The incorporators shall subscribe and acknowledge and submit to the office of credit unions proposed bylaws in duplicate, which shall prescribe the manner in which the business of such credit union finance corporation shall be conducted with reference to the following matters:
186.22(2)(a)
(a) The date during the month of February of the annual meeting of shareholders; the manner of calling special meetings, and the number of members which shall constitute a quorum.
186.22(2)(b)
(b) The number and qualifications of directors, subject to
sub. (10); the method of division into classes for the purpose of electing, as nearly as may be, an equal number of directors each year; the removal or suspension of directors; the filling of vacancies in the board of directors, and the number of directors which shall constitute a quorum, which shall not be less than 4.
186.22(2)(c)
(c) The meetings, powers and duties of directors; the appointment or election of appraisal, supervisory and auditing committees.
186.22(2)(d)
(d) The officers; the manner of their election; their terms of office, duties and compensation; and the bonds which shall be required of officers who have the custody or possession of money, securities or property of the credit union finance corporation.
186.22(2)(e)
(e) The annual commission that may be charged each member, subject to the limitations of
sub. (9).
186.22(2)(f)
(f) The transfer of membership, subject to the limitations of
sub. (8).
186.22(2)(g)
(g) The manner in which the bylaws may be altered or amended.
186.22(3)
(3) When corporate existence begins; conditions precedent to commencing business. When the office of credit unions approves the organization certificate, the corporate existence of the credit union finance corporation shall begin and it shall then have power to elect officers and transact such other business as relates to its organization; but such credit union finance corporation shall transact no other business until:
186.22(3)(a)
(a) Subscriptions to its shares aggregating $2,000 shall have been paid in cash and an affidavit stating that such subscriptions have been so paid, subscribed and sworn to by its 2 principal officers, shall have been filed with the department of financial institutions and a certified copy thereof in the office of credit unions.
186.22(3)(b)
(b) The office of credit unions shall have duly issued to it an authorization certificate.
186.22(4)
(4) General powers. In addition to the powers conferred by the general corporation law the credit union finance corporation shall, subject to the restrictions and limitations contained in this section and its bylaws, have the following powers:
186.22(4)(a)
(a) To issue, sell and redeem bonds and notes secured by bonds and first mortgages made to or held by member credit unions.
186.22(4)(b)
(b) To receive money or property from its members and from other associations, corporations and persons with whom it has contracts, engagements or undertakings, in installments or otherwise; to enter into any contract engagement or undertaking with such associations, corporations or persons for the withdrawal of such money or property, with any increase thereof, or for the payment to them or to any association, corporation or person of any sum of money, at any time, either fixed or uncertain; to lend money to credit unions upon the security of their promissory notes with or without collateral.
186.22(4)(c)
(c) To invest its capital and other funds in bonds and notes of the United States, the state of Wisconsin, and the political subdivisions of this state.
186.22(4)(d)
(d) To receive by assignment from its members and to deposit in trust with the office of credit unions to be held by the office as security for its and their outstanding obligations any first mortgages on real estate and the bonds secured thereby and such other securities as are provided for in
s. 186.11 and are legally receivable by credit unions; to empower such credit unions as agents of the credit union finance corporation to collect and immediately pay over to the credit union the dues, interest and other sums payable under the terms, conditions and covenants of the bonds and mortgages or, prior to a default upon any such bond and mortgage so assigned and when adequate security has been given to the credit union finance corporation, by any such credit union, to retain such collections until a payment to the credit union finance corporation from such credit union becomes due; to return to, or permit such credit unions to retain any sums of money so collected in excess of the amount required to meet the obligations of such credit unions respectively.
186.22(4)(e)
(e) To purchase in its own name, hold and convey real property for the following purposes and no others:
186.22(4)(e)1.
1. A plot whereon there is or may be erected a building suitable for the convenient transaction of its business, from portions of which not required for its own use a revenue may be derived.
186.22(4)(e)2.
2. Such as shall be mortgaged to it in good faith, by way of security for loans made by it or moneys due to it.
186.22(4)(e)3.
3. Such as shall be conveyed to it for debts previously contracted in the course of its business, and such as it shall purchase at sales under judgments, decrees or mortgages held by it.
186.22(4)(f)
(f) To designate as depositories of its funds any credit union, bank, trust company, or savings bank of this state, or any national banking association located in this state doing a banking business under the laws of the United States.
186.22(4)(g)
(g) With the advice and approval of the office of credit unions, to become a member of or to subscribe for and purchase notes and debentures issued by any federal finance or credit corporation which may be organized by act of congress for aiding and assisting credit unions to utilize their resources and credit, or to borrow from such finance or credit corporation, in either case, in an amount not exceeding in the aggregate amount two-fifths of the assets on hand.
186.22(4)(h)
(h) To borrow money from any state investment fund.
186.22(5)
(5) Restrictions upon the powers of the credit union finance corporation. The credit union finance corporation shall not:
186.22(5)(b)
(b) Receive from its members bonds and mortgages if the amount secured by any such mortgage is in excess of 60 per centum of the appraised value of such real estate.
186.22(5)(c)
(c) Invest more than 25% of its surplus in real estate occupied, or to be occupied, by it for office purposes, without the written approval of the office of credit unions.
186.22(5)(d)
(d) Incur any indebtedness upon bonds and notes in excess of 20 times the amount of its capital, nor issue bonds on behalf of any of its members in excess of 20 times the amount of the shares of such capital held by such member or in excess of 80 per centum of the value of the collateral security pledged therefor to such credit union finance corporation.
186.22(6)
(6) Issuing of bonds. Bonds shall be issued in series of not less than $10,000. All bonds issued by the credit union finance corporation may be called on any interest day at 102 1/2% and interest by publishing a class 1 notice, under
ch. 985, not less than 60 days prior to said day. Any member credit union which is not indebted for borrowed money to any other bank or trust company which does business exclusively with the credit union finance corporation shall submit a schedule of assets from time to time as the board of directors of such finance corporation shall require. Any member credit union which may have a loan from any other banking institution may borrow money from such credit union finance corporation upon pledging therefor such amount of its mortgages with the bonds secured thereby as collateral security for bonds issued on its behalf as the office of credit unions and the board of directors of such credit union finance corporation may require; provided that the aggregate of all loans made by such credit union shall not exceed 40% of its assets as provided in
s. 186.11. The amortization payments upon all mortgages accepted by the credit union finance corporation as collateral security for bonds shall be sufficient to liquidate the debt in a period not exceeding 40 years. In the event of any default for more than 90 days in the payment of the principal of, or for more than 90 days in the payment of any installment of interest upon, any of said bonds, the office of credit unions may, on the office's own motion, and shall, upon the request in writing of the holders of said bonds in default to the amount of $10,000, forthwith take possession of and proceed to liquidate the credit union finance corporation. Upon such liquidation it shall be entitled in the name of the credit union finance corporation to enforce all of its rights and securities and to collect and realize upon all of its assets, including all mortgages assigned to said credit union finance corporation by the several member credit unions, and deposited with the state treasurer, up to the amounts advanced by the credit union finance corporation to the several member credit unions thereon. Upon any such liquidation all said bonds then issued and outstanding shall forthwith become due and payable equally and ratably out of all the assets of said credit union finance corporation in advance of any other debts thereof not specifically preferred by law.
186.22(7)
(7) Guaranty fund. The credit union finance corporation shall accumulate from its net profits a guaranty fund by carrying thereto annually a sum equal to one-half of one per centum of its capital, until such guaranty fund shall be equal to at least 15 per centum of such capital.
186.22(8)
(8) Membership; transfer of shares. 186.22(8)(a)(a) Every member shall pay $200 for each share of the capital of the credit union finance corporation issued to it, provided that no credit union shall subscribe for or hold shares of such capital to an amount in excess of 10 per centum of the resources of such association.
186.22(8)(b)
(b) Such shares shall not be transferable, except that a member, who is not liable to the credit union finance corporation for any obligation, direct or contingent, may transfer its shares therein to another credit union, by and with the consent of the board of directors of the credit union finance corporation; or it may retire from membership and receive back such sums as it has paid for its shares, but no withdrawal shall be permitted by the board of directors, which shall reduce the total amount of the capital of the credit union corporation below $50,000.
186.22(9)
(9) Commissions and payment of expenses. The credit union finance corporation may charge each member an annual commission, not to exceed one-half of one per centum, upon the outstanding debenture bonds issued in its behalf, provided that the rate of commission in any year shall be the same on all outstanding bonds; or in lieu of charging such commission the expenses incurred on account of any debenture bond issued may be charged to the credit union on whose behalf such bonds are issued, and the general expenses of the credit union finance corporation assessed against the members in proportion to the bonds issued for them.
186.22(10)
(10) Qualifications and disqualifications of directors; bond. All of the directors of the credit union finance corporation must reside in the state of Wisconsin during their term of office, and all must be citizens of the United States. No person shall be elected a director unless the person is a shareholder of a member credit union and has been nominated by it for that office; and every person elected to be a director who, after such election, shall cease to be a shareholder of a member credit union, shall cease to be a director of the credit union finance corporation, and the person's office shall be vacant. Directors who have the custody or possession of money, securities or property shall give bond to the credit union finance corporation in an amount commensurate with their liability, as approved by the office of credit unions.
186.22(11)
(11) Oath of directors. Each director, when appointed or elected, shall take an oath that the director will, so far as duty requires, diligently and honestly administer the affairs of the credit union finance corporation, and will not knowingly violate, or willingly permit to be violated, any of the provisions of law applicable to the corporation, and that the director is the owner, in good faith and on the books of the nominating credit union, of shares in value of not less than $100, or other shares of the withdrawal value of $100, and that the shares are not hypothecated, or in any way pledged as security for any loan or debt and, in case of reelection that the shares were not hypothecated or in any way pledged as security for any loan or debt during the director's previous term. The oath shall be subscribed by the directors and officers making it, and certified by an officer authorized by law to administer oaths, and immediately transmitted to the office of credit unions.
186.22(12)
(12) Change of number of directors. The members of the credit union finance corporation may at any time change the number of its directors by amending its bylaws in accordance with the provisions of this section.
186.22(12m)
(12m) Meetings of directors. Section 186.07 (3) applies to a credit union finance corporation.
186.22(13)
(13) Officers; powers; duties and compensation. 186.22(13)(a)(a) The bylaws of the credit union finance corporation shall specify its officers, the manner of their election, and their terms of office.
186.22(13)(b)
(b) The officers who have the custody or possession of money, securities, or property shall give bond to the credit union as provided in the bylaws. They shall receive such compensation as is prescribed in the bylaws and shall hold office until their successors are elected and have qualified.
186.22(14)
(14) Annual meeting; notice; voting. The annual meeting of the credit union finance corporation, for the election of directors, shall be held at its principal place of business in February in each year. Notice of the time and place of holding such election shall be given by mailing a copy of such notice, postage prepaid, to each shareholder of the credit union finance corporation 15 days before the holding of such meeting. Each member shall be entitled to one vote for every share of the capital standing in its name on the books of the credit union finance corporation.
186.22(15)
(15) Preference of credit. All the property of any bank, trust company or credit union which shall become insolvent shall be applied by the trustees, assignees or receivers thereof or by the office of credit unions in the first place to the payment in full of any sum or sums of money deposited therewith by the credit union finance corporation or due to the credit union finance corporation for subscriptions, sinking funds, interest and principal of bonds, or guaranty of mortgages, ratably and proportionately but not to an amount exceeding that authorized to be so deposited or contracted by the provisions of this section and in accordance and on an equality with any other preference provided for in this section.
186.22(16)
(16) Credit union finance corporation and its debentures not liable for taxation. The debentures issued by the credit union finance corporation and the credit union finance corporation itself, together with its capital, accumulations and funds, shall have the same exemption from taxation as credit unions. No law which taxes corporations in any form, or the shares thereof, or the accumulations therein, shall be deemed to include the credit union finance corporation or its issues of debenture bonds unless they are specifically named in such law.
186.22 Cross-reference
Cross Reference: See also
DFI-CU, Wis. adm. code.
186.235
186.235
Office of credit unions. 186.235(1)
(1)
Supervision. A credit union shall be under the control and supervision of the office of credit unions.
186.235(2)
(2) Enforcement. The office of credit unions shall enforce this chapter and other laws relating to credit unions.
