Amendment ASA-AB150

AB150-ASA,1529,12 (e) The foreign limited liability company obtained its certificate of registration through fraud.

AB150-ASA,1529,17 (f) The secretary of state receives an authenticated certificate from the secretary of state or other official having custody of limited liability company records in the state or country under whose law the foreign limited liability company is incorporated stating that it has been dissolved or disappeared as the result of a merger.

AB150-ASA,1529,22 (2) If the secretary of state receives a certificate under sub. (1) (f) and a statement by the foreign limited liability company that the certificate is submitted by the foreign limited liability company to terminate its registration to transact business in this state, the secretary of state shall issue a certificate of revocation under s. 183.1021 (2) (b).

AB150-ASA,1530,2 (3) A court may revoke under s. 946.87 the certificate of registration of a foreign limited liability company registered to transact business in this state. The court shall notify the secretary of state of the action, and the secretary of state shall issue a certificate of revocation under s. 183.1021 (2) (b).

AB150-ASA, s. 4830 Section 4830. 183.1021 of the statutes is created to read:

AB150-ASA,1530,7 183.1021 Procedure for and effect of revocation. (1) If the secretary of state determines that one or more grounds exist under s. 183.1020 (1) for revocation of a certificate of registration, the secretary of state shall serve the foreign limited liability company under s. 183.1010 with written notice of the determination.

AB150-ASA,1530,11 (2) (a) Within 60 days after service of the notice is perfected under s. 183.1010, the foreign limited liability company shall correct each ground for revocation or demonstrate to the reasonable satisfaction of the secretary of state that each ground determined by the secretary of state does not exist.

AB150-ASA,1530,16 (b) If the foreign limited liability company fails to satisfy par. (a), the secretary of state may revoke the foreign limited liability company's certificate of registration by signing a certificate of revocation that recites each ground for revocation and its effective date. The secretary of state shall file the original of the certificate and serve a copy on the foreign limited liability company under s. 183.1010.

AB150-ASA,1530,19 (3) The authority of a foreign limited liability company to transact business in this state, other than as provided in s. 183.1002 (2), ends on the date shown on the certificate revoking its certificate of registration.

AB150-ASA,1531,2 (4) If the secretary of state or a court revokes a foreign limited liability company's certificate of registration, the foreign limited liability company may be served under s. 183.1010 (3) and (4) or the foreign limited liability company's registered agent may be served until the registered agent's authority is terminated, in any civil, criminal, administrative or investigatory proceeding based on a cause of action which arose while the foreign limited liability company was registered to transact business in this state.

AB150-ASA,1531,4 (5) Revocation of a foreign limited liability company's certificate of registration does not terminate the authority of its registered agent.

AB150-ASA, s. 4832 Section 4832. 183.1022 of the statutes is created to read:

AB150-ASA,1531,13 183.1022 Appeal from revocation. (1) A foreign limited liability company may appeal the secretary of state's revocation of its certificate of registration under s. 183.1020 (1) to the circuit court for the county where the foreign limited liability company's principal office or, if none in this state, its registered office is located, within 30 days after service of the certificate of revocation is perfected under s. 183.1010. The foreign limited liability company shall appeal by petitioning the court to set aside the revocation and attaching to the petition copies of its certificate of registration and the secretary of state's certificate of revocation.

AB150-ASA,1531,15 (2) The court may order the secretary of state to reinstate the certificate of registration or may take any other action that the court considers appropriate.

AB150-ASA,1531,16 (3) The court's final decision may be appealed as in other civil proceedings.

AB150-ASA, s. 4873 Section 4873. 185.981 (5) of the statutes is amended to read:

AB150-ASA,1531,22 185.981 (5) Every such cooperative association is hereby declared to be a charitable and benevolent corporation, and its property, real, personal and mixed, its income and property transferred to it, shall be exempt from taxation as provided in ss. 70.11, 71.26 (1) (c) and 71.45 (1) and its employes shall be are excluded from the provisions of ch. 108 as provided in s. 108.02.

AB150-ASA, s. 4874 Section 4874. 186.01 (1) of the statutes is repealed.

AB150-ASA, s. 4875 Section 4875. 186.012 (title) of the statutes is amended to read:

AB150-ASA,1531,25 186.012 (title) Commissioner Office of credit unions.

AB150-ASA, s. 4876 Section 4876. 186.012 (1) of the statutes is repealed.

AB150-ASA, s. 4877 Section 4877. 186.012 (2) of the statutes is amended to read:

AB150-ASA,1532,4 186.012 (2) The commissioner office of credit unions shall enforce the laws of this chapter and other laws relating to credit unions.

AB150-ASA, s. 4878 Section 4878. 186.012 (3) of the statutes is amended to read:

AB150-ASA,1532,12 186.012 (3) Except as otherwise provided in s. 186.015, any interested person or credit union aggrieved by an act, order or determination of the commissioner office of credit unions may, within 30 days from the date thereof, apply to the credit union review board to review the same. All such applications for review shall be considered and disposed of as speedily as possible. The credit union review board may require the commissioner office of credit unions to submit any of the commissioner's official actions subject to such review to the board for its approval.

AB150-ASA, s. 4879 Section 4879. 186.012 (4) of the statutes is amended to read:

AB150-ASA,1532,25 186.012 (4) Unless the commissioner office of credit unions is expressly restricted by statute from acting under this subsection with respect to a specific power, right or privilege, the commissioner 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 to 428 or restrict powers granted credit unions under this chapter.

AB150-ASA, s. 4880 Section 4880. 186.015 (1) of the statutes is amended to read:

AB150-ASA,1533,7 186.015 (1) The commissioner office of credit unions shall confer with the credit union review board on matters affecting credit unions and the commissioner's office. Detailed minutes of each board meeting shall be kept, and the decision of the board with reference to all orders issued, or policies established by the commissioner office of credit unions pursuant to this chapter is final, except for judicial review as provided in ch. 227.

AB150-ASA, s. 4881 Section 4881. 186.015 (2) of the statutes is amended to read:

AB150-ASA,1533,15 186.015 (2) The board shall advise the commissioner office of credit unions and others in improving the condition and service of credit unions. In addition, the board shall review the acts and decisions of the commissioner office of credit unions in relation to credit unions and shall serve as an appeal board for credit unions with the same procedure and powers as the banking review board has under ch. 220 and perform other review functions in relation to credit unions as provided by law. The board may issue subpoenas, take testimony and administer oaths to witnesses.

AB150-ASA, s. 4882 Section 4882. 186.015 (3) (a) of the statutes is amended to read:

AB150-ASA,1533,19 186.015 (3) (a) The board may require the commissioner office of credit unions to submit any of the commissioner's official actions to the board for its approval. The board may make rules of procedure as provided in ch. 227.

AB150-ASA, s. 4883 Section 4883. 186.015 (3) (b) of the statutes is amended to read:

AB150-ASA,1534,12 186.015 (3) (b) Any interested person aggrieved by any act, order or determination of the commissioner office of credit unions may apply for review thereof by filing a petition with the secretary of the board within 30 days after the act, order or determination to be reviewed. The petition shall state the nature of the petitioner's interest, facts showing that the petitioner is aggrieved and directly affected by the act, order or determination to be reviewed and the ground or grounds upon which the petitioner claims that the act, order or determination should be modified or reversed. The issues raised by the petition for review shall be considered by the board upon giving at least 10 days' written notice of the time and place when said matter will be heard to the commissioner office of credit unions and the person applying for review or the applying person's attorney and upon any other person who participated in the proceedings before the commissioner office or that other person's attorney. Notice of hearing may be given by registered mail, return receipt requested, and the return receipt signed by the addressee or the addressee's agent shall be presumptive evidence that such notice was received by the addressee on the day stated on the receipt. Any other interested party shall have the right to appear in any proceeding before the board.

AB150-ASA, s. 4884 Section 4884. 186.015 (3) (c) of the statutes is amended to read:

AB150-ASA,1535,4 186.015 (3) (c) The board shall base its determination upon the record made by the commissioner office of credit unions and may also receive additional evidence to supplement such record if it finds it necessary. The board shall affirm, modify or reverse the act, order or determination under review. The burden of overcoming the act, order or determination of the commissioner office of credit unions under review shall be on the person seeking the review. Any findings of fact made by the commissioner office of credit unions shall be sustained if supported by substantial evidence in the record made by the commissioner office or in such record supplemented by evidence taken by the board. The board shall have the powers granted by s. 885.01 (4). Any person causing a witness to be subpoenaed shall advance and pay the fees and mileage of such witness which shall be the same as in circuit court. The fees and mileage of witnesses who are called at the instance of the commissioner office of credit unions shall be paid by the state in the same manner that other expenses are audited and paid upon presentation of properly verified vouchers approved by at least one member of the board and charged to the appropriation of the office of the commissioner.

AB150-ASA, s. 4885 Section 4885. 186.02 (1) of the statutes is amended to read:

AB150-ASA,1535,11 186.02 (1) Seven or more residents of this state may organize a credit union by filing with the commissioner office of credit unions the proposed articles of incorporation in duplicate and a verified copy of the proposed original bylaws, together with a $5 filing fee. The articles of incorporation shall state the name and purpose of the credit union, the location of its initial principal office, the par value of its shares, and the names, residences and occupations of the incorporators.

AB150-ASA, s. 4886 Section 4886. 186.02 (3) (a) of the statutes is amended to read:

AB150-ASA,1535,24 186.02 (3) (a) Subject to par. (b), a credit union may not be organized unless the articles and bylaws are approved by the commissioner office of credit unions. If the commissioner office of credit unions approves the articles and bylaws, the commissioner office shall return one duplicate original of the articles of incorporation to the incorporators endorsed with his or her approval, 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 commissioner office of credit unions a certificate stating the date and time when the articles were recorded, and the commissioner office of credit unions shall issue a certificate of incorporation to the credit union.

AB150-ASA, s. 4887 Section 4887. 186.02 (3) (b) of the statutes is amended to read:

AB150-ASA,1536,4 186.02 (3) (b) If the commissioner 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 board is final, subject to judicial review under ch. 227.

AB150-ASA, s. 4888 Section 4888. 186.02 (4) (a) of the statutes is amended to read:

AB150-ASA,1536,11 186.02 (4) (a) 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 commissioner office of credit unions upon payment of a $5 fee. If approved by the commissioner 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.

AB150-ASA, s. 4889 Section 4889. 186.02 (4) (b) of the statutes is amended to read:

AB150-ASA,1536,15 186.02 (4) (b) All amendments to the bylaws shall be filed with the commissioner office of credit unions and shall take effect only after being approved by the commissioner office.

AB150-ASA, s. 4890 Section 4890. 186.03 of the statutes is amended to read:

AB150-ASA,1537,2 186.03 Use of name exclusive. No person, partnership, limited liability company, association or corporation, except corporations formed under this chapter, may transact within this state the business authorized by this chapter or any other business whatever under any name or title which includes the 2 words "credit" and "union", except that any organization whose membership is made up of credit unions may use the name, with the consent of the commissioner office of credit unions. Violations of this section may be enjoined at the instance of the commissioner office of credit unions or of any credit union. A violator of this section may be fined not less than $300 nor more than $1,000 or imprisoned for not less than 60 days nor more than one year in the county jail or both.

AB150-ASA, s. 4891 Section 4891. 186.04 (1) of the statutes is amended to read:

AB150-ASA,1537,7 186.04 (1) The commissioner office of credit unions, with the approval of the credit union review board, shall fix the amounts to be assessed against credit unions for their supervision and the examination under and by virtue of this chapter. Such amounts shall be determined and paid as provided in this section.

AB150-ASA, s. 4892 Section 4892. 186.04 (2) of the statutes is amended to read:

AB150-ASA,1537,12 186.04 (2) On or before July 15 of each year, each credit union shall pay to the office of the commissioner credit unions an annual fee to be determined as provided in sub. (1), which shall represent as nearly as practicable its fair share of the maintenance of the office of the commissioner.

AB150-ASA, s. 4893 Section 4893. 186.04 (5) of the statutes is amended to read:

AB150-ASA,1537,17 186.04 (5) If the amounts collected under this section are in excess of the actual amounts necessary for the supervision and examination of credit unions in each year, the excess shall be retained by the commissioner office of credit unions and applied in reducing the amounts chargeable for ensuing years.

AB150-ASA, s. 4894 Section 4894. 186.098 (7) of the statutes is amended to read:

AB150-ASA,1537,20 186.098 (7) The commissioner office of credit unions may reduce the loan limits specified in sub. (6) on an individual basis.

AB150-ASA, s. 4895 Section 4895. 186.098 (8) (b) of the statutes is amended to read:

AB150-ASA,1537,25 186.098 (8) (b) With the approval of the commissioner office of credit unions, credit unions may utilize credit cards, including point-of-purchase credit, providing the credit committee or loan officer, upon their own motion or upon application by a member, has predetermined the extent of credit extension.

AB150-ASA, s. 4896 Section 4896. 186.098 (10) of the statutes is amended to read:

AB150-ASA,1538,6 186.098 (10) Loans to members secured by mortgages on real estate may be made subject to the rules prescribed by the commissioner office of credit unions. Such loans may provide for additional advances, but any additional advance made to a member, if the mortgage and mortgage note so provide, may not exceed an amount specified in the mortgage.

AB150-ASA, s. 4897 Section 4897. 186.098 (12) of the statutes is amended to read:

AB150-ASA,1538,16 186.098 (12) A credit union may make loans to members secured by assignment or transfer of stock certificates or other evidence of the borrower's ownership interest in a corporation formed for the cooperative ownership of real estate. Sections 846.10 and 846.101, as they apply to a foreclosure of a mortgage involving a one-family residence, apply to a proceeding to enforce the lender's rights in security given for a loan under this subsection. The commissioner office of credit unions shall promulgate joint rules with the commissioners divisions of savings and loan and of banking that establish procedures for enforcing a lender's rights in security given for a loan under this subsection.

AB150-ASA, s. 4898 Section 4898. 186.11 (1) of the statutes is amended to read:

AB150-ASA,1538,23 186.11 (1) General. The board of directors may invest credit union funds in U.S. government direct and agency obligations, municipal bonds issued by municipalities of the state, central credit unions, banks, savings banks and savings and loans associations located in Wisconsin and may, with the approval of the commissioner office of credit unions, make other investments including investments in credit unions.

AB150-ASA, s. 4899 Section 4899. 186.11 (2) (b) of the statutes is amended to read:

AB150-ASA,1539,10 186.11 (2) (b) The board of directors may purchase, lease or construct a building for the operation of the credit union, provided the aggregate cost of the building, remodeling of the building, land improvements and land acquisition does not exceed 100% of the credit union's regular reserve unless prior approval for greater amounts is given by the commissioner office of credit unions. The cost of land acquisition may include vicinal property for future expansion but may not exceed the aggregate cost limitation. Nothing in this subsection authorizes a credit union to lease a building owned by a director or by a corporation, limited liability company, partnership or association controlled by a director. The credit union may rent or lease a portion of its building or property.

AB150-ASA, s. 4900 Section 4900. 186.112 of the statutes is amended to read:

AB150-ASA,1539,19 186.112 Credit union borrowing. The board of directors may borrow money from any source if the amount borrowed does not exceed 50% of the credit union's total savings, deposits and reserves and the loan is not for a period longer than 12 months. The limitations of this subsection do not apply to national corporate central credit unions. The 12-month limitation under this subsection does not apply to money borrowed by a credit union to acquire credit union property, buildings, remodeling or equipment. The commissioner office of credit unions may exempt any credit union from the limitations of this subsection.

AB150-ASA, s. 4901 Section 4901. 186.113 (1) of the statutes is amended to read:

AB150-ASA,1539,23 186.113 (1) If the need and necessity exists, establish subsidiary offices where permanent records may be maintained within the state with the approval of the commissioner office of credit unions.

AB150-ASA, s. 4902 Section 4902. 186.113 (1m) (a) 3. of the statutes is amended to read:

AB150-ASA,1540,2 186.113 (1m) (a) 3. The establishment of such offices has been approved by the commissioner office of credit unions.

AB150-ASA, s. 4903 Section 4903. 186.113 (1m) (a) 4. of the statutes is amended to read:

AB150-ASA,1540,5 186.113 (1m) (a) 4. Such offices are established and operated in accordance with rules promulgated by the commissioner office of credit unions.

AB150-ASA, s. 4904 Section 4904. 186.113 (2) of the statutes is amended to read:

AB150-ASA,1540,10 186.113 (2) Share office space with one or more credit unions and contract with a corporation to provide facilities or personnel. Such service center corporation shall be deemed thereby to be under the supervision of the commissioner office of credit unions.

AB150-ASA, s. 4905 Section 4905. 186.113 (15) (a) of the statutes is amended to read:

AB150-ASA,1541,8 186.113 (15) (a) Directly or indirectly, acquire, place and operate, or participate in the acquisition, placement and operation of, at locations other than its offices, remote terminals, in accordance with rules established by the commissioner office of credit unions. The rules of the commissioner shall provide that any remote terminal shall be available for use, on a nondiscriminatory basis, by any state or federal credit union which has its principal place of business in this state, by any other credit union obtaining the consent of a state or federal credit union which has its principal place of business in this state and is using the terminal and by all members designated by a credit union using the terminal. This subsection does not authorize a credit union which has its principal place of business outside the state to conduct business as a credit union in this state. The remote terminals also shall be available for use, on a nondiscriminatory basis, by any state or national bank, state or federal savings bank or state or federal savings and loan association, whose home office is located in this state, if the bank, savings bank or savings and loan association requests to share its use, subject to the joint rules established under s. 221.04 (1) (k). The rules of the commissioner office of credit unions shall prohibit any advertising with regard to a shared remote terminal which suggests or implies exclusive ownership or control of the shared terminal by any credit union or group of credit unions operating or participating in the operation of the terminal. The commissioner office of credit unions by order may authorize the installation and operation of a remote terminal in a mobile facility, after notice and hearing upon the proposed service stops of the mobile facility.

AB150-ASA, s. 4906 Section 4906. 186.113 (15) (c) of the statutes is amended to read:

AB150-ASA,1541,17 186.113 (15) (c) If any person primarily engaged in the retail sale of goods or services owns or operates a remote terminal on such person's premises and allows access to the unit by any financial institution, group of financial institutions or their customers, nothing in this subsection or in rules established by the commissioner office of credit unions shall, or shall be construed or interpreted to, require such person to accept any connection to or use of the unit on its premises for any other purpose or function or to accept any connection to the unit on its premises by any other financial institution.

AB150-ASA, s. 4907 Section 4907. 186.113 (15) (d) of the statutes is amended to read:

AB150-ASA,1541,25 186.113 (15) (d) If a person primarily engaged in the retail sale of goods or services owns or operates a remote terminal on such person's premises and allows access to the unit by any financial institution, group of financial institutions or their customers for any purpose or function, no laws governing such institutions or rules established by the commissioner office of credit unions shall apply to such person other than those laws or rules directly related to the particular function performed by the unit on such person's premises for a financial institution.

AB150-ASA, s. 4908 Section 4908. 186.115 (1) of the statutes is amended to read:

AB150-ASA,1542,6 186.115 (1) Subject to any regulatory approval required by law and subject to sub. (2), a credit union directly or through a subsidiary, may undertake any activity, exercise any power or offer any financially related product or service in this state that any other provider of financial products or services may undertake, exercise or provide or that the commissioner office of credit unions finds to be financially related.

AB150-ASA, s. 4909 Section 4909. 186.115 (2) of the statutes is amended to read:

AB150-ASA,1542,15 186.115 (2) The activities, powers, products and services that may be undertaken, exercised or offered by credit unions under sub. (1) are limited to those specified by rule of the commissioner office of credit unions. The commissioner office of credit unions may direct any credit union to cease any activity, the exercise of any power or the offering of any product or service authorized by rule under this subsection. Among the factors that the commissioner office of credit unions may consider in so directing a credit union are the credit union's net worth, assets, management rating and liquidity ratio and its ratio of net worth to assets.

AB150-ASA, s. 4910 Section 4910. 186.116 of the statutes is amended to read:

AB150-ASA,1542,20 186.116 Financially related services tie-ins. In any transaction conducted by a credit union or a subsidiary of a credit union with a customer who is also a customer of any other subsidiary of the credit union, the customer shall be given a notice in 12-point boldface type in substantially the following form: