186.30 (7) The directors may, with the approval of the commissioner office of credit unions, sell, lease, transfer, exchange and convey any of the property of the credit union, and upon their order the proper officers shall execute and deliver such deeds, leases, assignments, bills of sale and such other transfers and conveyances as are necessary to dispose of such property as herein provided.
27,4986
Section 4986
. 186.30 (8) of the statutes is amended to read:
186.30 (8) The directors may compromise and settle any claim, demand or judgment which is a part of the assets of the credit union, but no compromise of any claim, demand or judgment shall be made except upon express consent of the commissioner office of credit unions.
27,4987
Section 4987
. 186.30 (9) of the statutes is amended to read:
186.30 (9) The commissioner
office of credit unions shall prescribe reasonable rules and regulations not inconsistent with laws for the operation of credit unions operating as provided in this section.
27,4988
Section 4988
. 186.30 (11) of the statutes is amended to read:
186.30 (11) The directors shall make no disbursements or contract to make disbursements for salaries, compensation, fees or any other item of expense, nor retire shares, nor pay or declare dividends during the time such credit union is operating as provided in this section without the approval of the commissioner office of credit unions.
27,4989
Section 4989
. 186.31 (1) of the statutes is amended to read:
186.31 (1) Any credit union, which is in good faith winding up its business for the purpose of consolidating with some other credit union, may transfer its assets and liabilities to the credit union with which it is in the process of consolidation; but no consolidation may be made without the consent of the commissioner office of credit unions, and not then to defeat or defraud any of its creditors in the collection of debts against such credit union. No consolidation may be carried out without the consent of the Wisconsin credit union savings insurance corporation if it protects or guarantees the accounts of any credit union participating in the consolidation, or the national board if it insures the shares of any credit union participating in the consolidation.
27,4990
Section 4990
. 186.31 (2) of the statutes is amended to read:
186.31 (2) With the approval of the commissioner office of credit unions, credit unions may consolidate. To effect a consolidation, the board of directors of each consolidating union shall, by resolution, propose a specific plan for consolidation which shall be agreed to by a majority of the board of each credit union joining in the consolidation and directing that the proposed plan of consolidation be submitted to a vote at a meeting of members of the credit unions being absorbed which may be either an annual or a special meeting. Written notice of the meeting setting forth the proposed plan of consolidation or a summary shall be given to each member of the credit unions being absorbed 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.
27,4991
Section 4991
. 186.314 (2) of the statutes is amended to read:
186.314 (2) A statement of the results of the vote, verified by the affidavits of the president or vice president and the secretary, shall be filed with the office of the commissioner credit unions within 10 days after the vote is taken.
27,4992
Section 4992
. 186.314 (3) of the statutes is amended to read:
186.314 (3) Promptly after the vote is taken and in no event later than 90 days thereafter, if the proposition for conversion was approved by such vote, the credit union shall take such action as may be necessary under the federal law to make it a federal credit union, and within 10 days after receipt of the federal credit union charter, there shall be filed with the office of the commissioner
credit unions a copy of the charter thus issued. Upon such filing, the credit union shall cease to be a state credit union.
27,4993
Section 4993
. 186.314 (4) of the statutes is amended to read:
186.314 (4) Upon ceasing to be a state credit union, such 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 commissioner office of credit unions, to the same extent as though the conversion had not taken place.
27,4994
Section 4994
. 186.315 of the statutes is amended to read:
186.315 Charter cancellation. Upon completion of a voluntary liquidation as provided in s. 186.18, or upon completion of the liquidation in cases under s. 186.29, or after the assets and liabilities of a credit union are transferred to another credit union for the purpose of consolidation as provided in s. 186.31 (3), the commissioner office of credit unions shall forthwith cancel the charter of the credit union or credit unions liquidated or absorbed in consolidation without any other or further notice to said credit union or to any person. A certified copy of the order or certificate of the commissioner office of credit unions shall be recorded with the register of deeds of the county where said credit union is located. The register of deeds shall note on the margin of the record of the articles of incorporation of said credit union the volume and page where said order or certificate canceling its charter is recorded and shall be entitled to a fee of 50 cents therefor. In case of voluntary liquidation under s. 186.18 or consolidation under s. 186.31, the credit union shall record the order or certificate of the commissioner
office of credit unions and pay the fee therefor. In case of liquidation under s. 186.29, the commissioner office of credit unions or special deputy commissioner as therein provided shall record the order or certificate of the commissioner office and pay the fee therefor out of the assets of the credit union as an expense of liquidation.
27,4995
Section 4995
. 186.33 of the statutes is amended to read:
186.33 Other powers. Credit unions may engage in the business and functions provided for in s. 218.05 and ch. 217 for their members upon receiving a certificate of authority from the commissioner office of credit unions. The certificate of authority shall be issued by the commissioner office of credit unions upon application of a credit union whenever the commissioner office finds that the credit union has adequate clerical facilities and has provided for the keeping of adequate accounts and for the segregation of funds used in carrying on the business of issuing their own credit union money orders. The applicants shall meet the same requirements as other applicants under ch. 217, but no investigation fee may be charged of credit union applicants. The commissioner office of credit unions may revoke a certificate of authority following a hearing held upon 10 days' notice to the credit union for any reason which would have justified the rejection of an application or on the ground that the continued operation of the business threatens the solvency of the credit union.
27,4996
Section 4996
. 186.34 (2) (a) of the statutes is amended to read:
186.34 (2) (a) Every credit union organized under this chapter prior to July 20, 1985, except a corporate central credit union, shall file a complete application for federal share insurance from the national board not later than January 18, 1986. The commissioner office of credit unions shall suspend the business of or liquidate any credit union that fails to comply with this paragraph under s. 186.29 (1m) (b).
27,4997
Section 4997
. 186.34 (2) (b) of the statutes is amended to read:
186.34 (2) (b) Every credit union incorporated under this chapter prior to July 20, 1985, except a corporate central credit union, shall obtain a certificate of insurance issued by the national board within 54 months after July 20, 1985. The commissioner office of credit unions may extend for a period not to exceed 12 months the date by which a credit union must obtain a certificate of insurance upon satisfactory evidence that the credit union has made or is making a substantial effort to satisfy the conditions precedent to issuance of the certificate of insurance. Unless the commissioner office of credit unions approves a consolidation under s. 186.31, the commissioner
office shall liquidate under s. 186.29 any credit union that fails to comply with this paragraph.
27,4998
Section 4998
. 186.34 (3) (intro.) of the statutes is amended to read:
186.34 (3) (intro.) The commissioner office of credit unions shall give the Wisconsin credit union savings insurance corporation written notice of all of the following:
27,4999
Section 4999
. 186.34 (4) of the statutes is amended to read:
186.34 (4) Every credit union that receives a certificate of insurance from the national board shall file a copy of the certificate with the commissioner office of credit unions within 30 days after the credit union receives the certificate. Every credit union organized under this chapter prior to July 20, 1985, that receives a certificate of insurance from the national board shall also file a copy of the certificate with the Wisconsin credit union savings insurance corporation within 30 days after receipt of the certificate.
27,5000
Section 5000
. 186.35 (1) of the statutes is amended to read:
186.35 (1) Organization. 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 commissioner office of credit unions, and shall be filed with the commissioner 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 commissioner office of credit unions upon payment of a fee of $5 and if approved by the commissioner 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 commissioner office of credit unions.
27,5001
Section 5001
. 186.35 (2) (b) of the statutes is amended to read:
186.35 (2) (b) Cooperate with its member credit unions and the office of the commissioner credit unions for the purpose of improving the general welfare of credit unions in this state.
27,5002
Section 5002
. 186.35 (3) (n) of the statutes is amended to read:
186.35 (3) (n) 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 commissioner office of credit unions has approved the dividend.
27,5003
Section 5003
. 186.35 (3m) (intro.) of the statutes is amended to read:
186.35 (3m) Prohibited use of funds. (intro.) 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 commissioner office of credit unions determines all of the following:
27,5004
Section 5004
. 186.35 (5) (d) 2. of the statutes is amended to read:
186.35 (5) (d) 2. 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 commissioner
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).
27,5005
Section 5005
. 186.35 (5) (f) of the statutes is amended to read:
186.35 (5) (f) 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 commissioner office of credit unions.
27,5006
Section 5006
. 186.35 (7) of the statutes is amended to read:
186.35 (7) Supervision of corporation. The corporation shall be subject to supervision and an annual examination by the office of the commissioner credit unions. The cost of each examination shall be paid by the corporation.
27,5007
Section 5007
. 186.35 (8) of the statutes is amended to read:
186.35 (8) Examinations of credit unions. The office of the commissioner 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 commissioner office of credit unions, including the recommendation that the member be liquidated or consolidated.
27,5008
Section 5008
. 186.35 (9) of the statutes is amended to read:
186.35 (9) Bylaws. The incorporators shall subscribe and submit to the commissioner 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.
27,5009
Section 5009
. 186.35 (11) (a) of the statutes is amended to read:
186.35 (11) (a) Within 30 days after receipt of written notice from the commissioner office of credit unions under s. 186.34 (3), the corporation shall publish a class 3 notice, under ch. 985, requiring all persons who have claims against the corporation to file proof of their respective claims at a place and by a date not earlier than 30 days after the last insertion of the notice. Proof of publication shall be filed with the clerk of the circuit court. Notwithstanding any other law, any claim for which no proof of claim is filed by the date fixed in the notice is barred. Within 30 days after the last date for filing claims, the corporation shall give notice by registered or certified mail to each claimant if the corporation denies all or any part of the claimant's claims. Any claim for which notice of complete or partial denial is duly mailed is barred unless the claimant commences an action within 90 days after the date of mailing of the notice.
27,5010
Section 5010
. 186.35 (11) (b) of the statutes is amended to read:
186.35 (11) (b) Within 30 days after the termination of the period for commencing actions under par. (a), the trustees shall determine the amount reasonably necessary to pay all of the corporation's outstanding, lawful liabilities and to pay the expenses of winding up the corporation's affairs. Upon receiving the approval of the commissioner office of credit unions, the corporation shall set aside the amount approved by the commissioner
office and shall immediately distribute all of the remaining assets of the corporation, subject to par. (c). The corporation may make other subsequent distributions, subject to par. (c) if any additional surplus is realized. Any surplus remaining after the corporation has been dissolved shall be distributed, subject to par. (c).
27,5011
Section 5011
. 186.37 of the statutes is amended to read:
186.37 (title) Immunity of commissioner office
. The commissioner An employe of the office of credit unions shall not be subject to any civil liability or penalty, nor to any criminal prosecution, for any error in judgment or discretion made in good faith and upon reasonable grounds in any action taken or omitted by the commissioner office of credit unions in the commissioner's office's official capacity under this chapter.
27,5012
Section 5012
. 186.38 (2) of the statutes is amended to read:
186.38 (2) Organization. The corporation may be organized under this section by the authorized representatives of one or more credit union share or deposit corporations. The articles of incorporation shall require the approval of the commissioner office of credit unions and shall be filed with the commissioner office 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 voting shares represented at an annual meeting or at a special meeting called for that purpose, shall be filed with the commissioner office of credit unions upon payment of a fee of $5 and if approved by the commissioner
office of credit unions 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 commissioner
office of credit unions under sub. (9) and the commissioner office shall, with the approval of the credit union review board, fix and assess the corporation a fair amount for such supervision and examination of the corporation.
27,5013
Section 5013
. 186.38 (5) (c) of the statutes is amended to read:
186.38 (5) (c) The terms of withdrawal from membership and restrictions on sale of capital stock shall be as prescribed in the articles of incorporation as approved by the commissioner office of credit unions, and such terms shall be binding on all members and shareholders.
27,5014
Section 5014
. 186.38 (7) of the statutes is amended to read:
186.38 (7) Reserves. The corporation shall maintain reserves for its liabilities, including contingent liabilities, and the commissioner office of credit unions shall have authority to order a change in reserves if the commissioner office deems them to be unacceptable.
27,5015
Section 5015
. 186.38 (9) of the statutes is amended to read:
186.38 (9) Supervision of corporation. The corporation shall be subject to supervision and an annual examination by the office of the commissioner, who
credit unions. The office of credit unions may invite participation by credit union supervisory authorities from other states.
27,5016
Section 5016
. 186.38 (10) of the statutes is amended to read:
186.38 (10) Examinations. The office of the commissioner credit unions shall promptly forward to the corporation a copy of its examination report of the Wisconsin credit union savings insurance corporation, if it becomes a member of the corporation, and shall cooperate with the corporation in obtaining similar examination reports from other state credit union supervisory authorities where member state credit union share or deposit corporations are domiciled.
27,5017
Section 5017
. 186.38 (11) of the statutes is amended to read:
186.38 (11) Bylaws. The board of directors shall subscribe and submit to the commissioner office of credit unions, for filing and 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 board of directors or at any annual or special meeting of the shareholders.
27,5018
Section 5018
. 186.41 (2) (b) of the statutes is amended to read:
186.41 (2) (b) An in-state credit union proposing any action under par. (a) shall provide the commissioner
office of credit unions a copy of any original application seeking approval by a federal agency or by an agency of the regional state and of any supplemental material or amendments filed in connection with any application.
27,5019
Section 5019
. 186.41 (4) (a) of the statutes is amended to read:
186.41 (4) (a) The commissioner
office of credit unions finds that the statutes of the regional state in which the regional credit union has its principal office permit in-state credit unions to both acquire regional credit union assets and merge with one or more regional credit unions in the regional state.
27,5020
Section 5020
. 186.41 (4) (b) of the statutes is amended to read:
186.41 (4) (b) The commissioner office of credit unions has not disapproved the acquisition of in-state credit union assets or the merger with the in-state credit union under sub. (5).
27,5021
Section 5021
. 186.41 (4) (c) of the statutes is amended to read:
186.41 (4) (c) The commissioner
office of credit unions gives a class 3 notice, under ch. 985, in the official state newspaper, of the application to take an action under sub. (3) and of the opportunity for a hearing and, if at least 25 residents of this state petition for a hearing within 30 days of the final notice or if the commissioner
office of credit unions on his or her its own motion calls for a hearing within 30 days of the final notice, the commissioner office of credit unions holds a public hearing on the application, except that a hearing is not required if the commissioner office of credit unions finds that an emergency exists and that the proposed action under sub. (3) is necessary and appropriate to prevent the probable failure of an in-state credit union that is closed or in danger of closing.
27,5022
Section 5022
. 186.41 (4) (d) of the statutes is amended to read:
186.41 (4) (d) The commissioner
office of credit unions is provided a copy of any original application seeking approval by a federal agency of the acquisition of in-state credit union assets or of the merger with an in-state credit union and of any supplemental material or amendments filed with the application.
27,5023
Section 5023
. 186.41 (4) (e) of the statutes is amended to read:
186.41 (4) (e) The applicant has paid the commissioner office of credit unions a fee of $1,000 together with the actual costs incurred by the commissioner
office in holding any hearing on the application.
27,5024
Section 5024
. 186.41 (5) (intro.) of the statutes is amended to read:
186.41 (5) Standards for disapproval. (intro.) The commissioner office of credit unions may disapprove of any action under sub. (3) if the commissioner office finds any of the following:
27,5025
Section 5025
. 186.41 (5) (ct) of the statutes is amended to read:
186.41 (5) (ct) The applicant has failed to enter into an agreement prepared by the commissioner office of credit unions to comply with laws and rules of this state regulating consumer credit finance charges and other charges and related disclosure requirements, except to the extent preempted by federal law or regulation.
27,5026
Section 5026
. 186.41 (5) (e) of the statutes is amended to read:
186.41 (5) (e) The applicant fails to meet any other standards established by rule of the commissioner
office of credit unions.
27,5027
Section 5027
. 186.41 (6) (a) of the statutes is amended to read:
186.41 (6) (a) Subsections (1) to (5) do not apply prior to January 1, 1987, except that the commissioner office of credit unions may promulgate rules under sub. (5) (e) to be applicable no earlier than the date that subs. (1) to (5) apply.
27,5028
Section 5028
. 186.41 (8) of the statutes is amended to read:
186.41 (8) Divestiture. Any credit union that has acquired assets of or merged with an in-state credit union under sub. (2) or (3) and that ceases to be an in-state credit union or regional credit union shall immediately notify the commissioner office of credit unions of the change in its status and shall, as soon as practical and, in any case, within 2 years after the event causing it to no longer be one of these entities, divest itself of control of any interest in the assets or operations of any in-state credit union. A credit union that fails to immediately notify the commissioner office of credit unions is liable for a forfeiture of $500 for each day beginning with the day its status changes and ending with the day notification is received by the commissioner office of credit unions.
27,5029b
Section 5029b. 187.05 (1) of the statutes is amended to read:
187.05 (1) Trustees; terms; purposes. Any diocesan council or convention, conference, synod or other body of authorized representatives of any church or religious denomination or association or congregation thereof may elect any number of trustees, not less than three, to be incorporated; and when a certificate shall have been made and signed by the presiding officer and countersigned by the secretary of the body by which they were elected, stating that such persons, naming them, were elected trustees, the name of the body by whom elected, the corporate name by which such trustees are to be known, the term for which they are to hold their offices, and the purposes for which it is desired to incorporate them, and filed in the office of the secretary of state with the department of financial institutions, the persons named in such certificate as trustees and their successors in office shall be a body corporate for the purposes mentioned in such certificate and for such purposes, and no other, shall have the usual powers of a corporation; and the members of such corporation shall hold their positions for such term as the body electing them shall determine and until their successors are duly elected. Upon the receipt of such certificate, the secretary of state
department of financial institutions shall issue a certificate of incorporation. But any diocesan council or convention, conference, synod or other body composed of or divided into district synods or other units may provide in its constitution for the election of one or more of its trustees by one or more of such district synods or other units or that one or more of its trustees shall be elected by said diocesan council or convention, conference, synod or other body from one or more of such district synods or other units.
