Amendment AA2-ASA1-AB133

AB133-ASA1-AA2,379,17 4. If the division of hearings and appeals determines, after a hearing on the matter at the request of the department or any licensee, that a factory holds an ownership interest in a dealership or operates or controls a dealership in violation of this subsection, the division shall order the denial or revocation of the dealership's license.

AB133-ASA1-AA2, s. 2342bf Section 2342bf. 218.01 (2c) (intro.) of the statutes is renumbered 218.01 (2c) (bm) and amended to read:

AB133-ASA1-AA2,379,22 218.01 (2c) (bm) A manufacturer, importer or distributor, or a subsidiary thereof, factory shall not own,, directly or indirectly, hold an ownership interest in or operate or control a motor vehicle dealership in this state.

AB133-ASA1-AA2,379,23 (cm) This subsection does not prohibit any of the following:

AB133-ASA1-AA2, s. 2342bi Section 2342bi. 218.01 (2c) (a) of the statutes is renumbered 218.01 (2c) (cm) 1. and amended to read:

AB133-ASA1-AA2,380,6 218.01 (2c) (cm) 1. The ownership and operation by a manufacturer, importer or distributor, or a subsidiary thereof, of A factory from holding an ownership interest in or operating a dealership for a temporary period, not to exceed one year, during the transition from one owner or dealer operator to another.

AB133-ASA1-AA2, s. 2342bL Section 2342bL. 218.01 (2c) (am) of the statutes is created to read:

AB133-ASA1-AA2,380,8 218.01 (2c) (am) In this subsection:

AB133-ASA1-AA2,380,11 1. "Agent" means a person who is employed by or affiliated with a factory or who directly or through an intermediary is controlled by or under common control of a factory.

AB133-ASA1-AA2,380,14 2. "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract or otherwise.

AB133-ASA1-AA2,380,16 3. "Dealer operator" means an individual who is vested with the power and authority to operate a dealership.

AB133-ASA1-AA2,380,18 4. "Dealership" means a person licensed or required to be licensed as a motor vehicle dealer under this section.

AB133-ASA1-AA2,380,19 4m. "Department" means the department of transportation.

AB133-ASA1-AA2,380,21 5. "Factory" means a manufacturer, distributor or importer, or an agent of a manufacturer, distributor or importer.

AB133-ASA1-AA2,380,22 6. "Operate" means to directly or indirectly manage a dealership.

AB133-ASA1-AA2,381,2 7. "Ownership interest" means the beneficial ownership of one percent or more of any class of equity interest in a dealership, whether the interest is that of a shareholder, partner, limited liability company member or otherwise. To "hold" an ownership interest means to have possession of, title to or control of the ownership interest, whether directly or indirectly through a fiduciary or an agent.

AB133-ASA1-AA2, s. 2342bo Section 2342bo. 218.01 (2c) (b) of the statutes is repealed.

AB133-ASA1-AA2, s. 2342br Section 2342br. 218.01 (2c) (c) of the statutes is renumbered 218.01 (2c) (cm) 3. and amended to read:

AB133-ASA1-AA2,381,13 218.01 (2c) (cm) 3. The ownership, operation or control of a dealership by a manufacturer, importer or distributor, or subsidiary thereof, which factory that does not meet the conditions under par. (a) or (b) subds. 1. or 2., if the division of hearings and appeals determines, after a hearing on the matter at the request of any party, that there is no prospective independent dealer available to own and operate the dealership in a manner consistent with the public interest and that meets the reasonable standard and uniformly applied qualifications of the manufacturer, importer or distributor factory.

AB133-ASA1-AA2, s. 2342bu Section 2342bu. 218.01 (2c) (cm) 2. of the statutes is created to read:

AB133-ASA1-AA2,381,16 218.01 (2c) (cm) 2. A factory from holding an ownership interest in a dealership, if all of the following apply:

AB133-ASA1-AA2,381,18 a. The dealer operator of the dealership is an individual who is not an agent of the factory.

AB133-ASA1-AA2,381,22 b. The dealer operator of the dealership is unable to acquire full ownership of the dealership with his or her own assets or in conjunction with financial investments and loans from investors or lenders other than the factory holding an ownership interest in the dealership.

AB133-ASA1-AA2,381,25 c. The dealer operator of the dealership holds not less than 15 percent of the total ownership interests in the dealership within one year from the date that the factory initially acquires any ownership interest in the dealership.

AB133-ASA1-AA2,382,6 d. There is a bona fide written agreement in effect between the factory and the dealer operator of the dealership under which the dealer operator will acquire all of the ownership interest in the dealership held by the factory on reasonable terms specified in the agreement and that grants the dealer operator the right to acquire all of the ownership interest in the dealership held by the factory not later than five years after the effective date of the agreement.

AB133-ASA1-AA2,382,13 e. The written agreement described in subd. 2. d. does not unreasonably restrict the source of funds used by the dealer operator to acquire ownership interest in the dealership held by the factory. A restriction that requires the dealer operator to use only funds that are received in the form of salaries, bonuses, dividends or other payments to him or her as the dealer operator, or as the holder of an ownership interest in the dealership, to acquire the factory's ownership interest in the dealership is considered unreasonable.

AB133-ASA1-AA2,382,17 f. The written agreement described in subd. 2. d. provides that the dealer operator will make reasonable progress toward acquiring all of the ownership interest in the dealership, and the dealer is making reasonable progress toward acquiring all of the ownership interest in the dealership.

AB133-ASA1-AA2,382,23 g. Not more than eight years have elapsed since the factory initially acquired its ownership interest in the dealership, unless the department, upon petition by the dealer operator, determines that there is good cause to allow the dealer operator a longer period to complete his or her acquisition of all of the ownership interest in the dealership held by the factory and the longer period determined by the department has not yet elapsed.

AB133-ASA1-AA2,383,4 h. If the factory owns the real property at which the dealership is located, the written agreement described in subd. 2. d. provides the dealer operator with the right to purchase the real property from the factory for its fair market value at the time that the dealer completes his or her acquisition of the factory's ownership interest in the dealership and there is no obligation by the dealer operator to lease the real property to the factory after the dealer operator purchase the real property.

AB133-ASA1-AA2, s. 2342bw Section 2342bw. 218.01 (3x) (d) 1. of the statutes is repealed.".

AB133-ASA1-AA2,383,6 893. Page 1193, line 3: after that line insert:

AB133-ASA1-AA2,383,7 " Section 2345e. 221.0901 (3) (a) 1. of the statutes is amended to read:

AB133-ASA1-AA2,383,9 221.0901 (3) (a) 1. Merge or consolidate with an in-state bank holding company or an in-state bank.

AB133-ASA1-AA2, s. 2245m Section 2245m. 221.0901 (8) (a) of the statutes is amended to read:

AB133-ASA1-AA2,383,17 221.0901 (8) (a) Except as provided in pars. (b) and (c), the division may not approve an application by an out-of-state bank holding company under sub. (3) (a), other than an application by an in-state bank or an in-state bank holding company, unless the in-state bank to be acquired, or all every in-state bank subsidiaries subsidiary of the in-state bank holding company to be acquired, have as of the proposed date of acquisition has been in existence and in continuous operation for at least 5 years as of the proposed date of acquisition.

AB133-ASA1-AA2, s. 2245p Section 2245p. 221.0901 (8) (b) of the statutes is amended to read:

AB133-ASA1-AA2,384,2 221.0901 (8) (b) The division may approve an application for an acquisition of an in-state bank holding company that owns one or more in-state banks that have been in existence for less than 5 years, if the out-of-state bank holding company applicant divests itself of those in-state banks within 2 years after the date of the applicant's acquisition of the in-state bank holding company by the out-of-state bank holding company. This paragraph does not apply to an application by an in-state bank or an in-state bank holding company.".

AB133-ASA1-AA2,384,3 894. Page 1193, line 3: after that line insert:

AB133-ASA1-AA2,384,4 " Section 2343a. 220.04 (9) (a) 2. of the statutes is amended to read:

AB133-ASA1-AA2,384,7 220.04 (9) (a) 2. "Regulated entity" means a bank, universal bank, trust company bank and any other entity which is described in s. 220.02 (2) or 221.0526 as under the supervision and control of the division.

AB133-ASA1-AA2, s. 2344a Section 2344a. 221.0303 (2) of the statutes is amended to read:

AB133-ASA1-AA2,385,2 221.0303 (2) Operation and acquisition of customer bank communications terminals. A bank may, directly or indirectly, acquire, place and operate, or participate in the acquisition, placement and operation of, at locations other than its main or branch offices, customer bank communications terminals, in accordance with rules established by the division. The rules of the division shall provide that any such customer bank communications terminal shall be available for use, on a nondiscriminatory basis, by any state or national bank and by all customers designated by a bank using the terminal. This subsection does not authorize a bank which has its principal place of business outside this state to conduct banking business in this state. The customer bank communications terminals also shall be available for use, on a nondiscriminatory basis, by any credit union, savings and loan association or savings bank, if the credit union, savings and loan association or savings bank requests to share its use, subject to rules jointly established by the division of banking, the office of credit unions and the division of savings and loan institutions. The division by order may authorize the installation and operation of a customer bank communications terminal in a mobile facility, after notice and hearing upon the proposed service stops of the mobile facility.

AB133-ASA1-AA2, s. 2345a Section 2345a. 221.0321 (5) of the statutes is amended to read:

AB133-ASA1-AA2,385,12 221.0321 (5) Certain secured loans. A bank may make loans 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 division shall promulgate joint rules with the office of credit unions and the division of savings and loan institutions that establish procedures for enforcing a lender's rights in security given for a loan under this subsection.

AB133-ASA1-AA2, s. 2346 Section 2346. Chapter 222 of the statutes is created to read:

AB133-ASA1-AA2,385,15 CHAPTER 222 UNIVERSAL BANKS

AB133-ASA1-AA2,385,17 Subchapter I General Provisions

AB133-ASA1-AA2,385,19 222.0101 Title. This chapter may be cited as the "Wisconsin universal bank law".

AB133-ASA1-AA2,385,20 222.0102 Definitions. In this chapter:

AB133-ASA1-AA2,385,21 (1) "Adequately capitalized" has the meaning given in 12 USC 1831o (b) (1) (B).

AB133-ASA1-AA2,385,24 (2) "Capital" of a universal bank means the sum of the following, less the amount of intangible assets that is not considered to be qualifying capital by a deposit insurance corporation or the division:

AB133-ASA1-AA2,386,5 (a) For a universal bank organized as a stock organization, the universal bank's capital stock, preferred stock, undivided profits, surplus, outstanding notes and debentures approved by the division, other forms of capital designated as capital by the division and other forms of capital considered to be qualifying capital of the universal bank by a deposit insurance corporation.

AB133-ASA1-AA2,386,10 (b) For a universal bank organized as a mutual organization, the universal bank's net worth, undivided profits, surplus, outstanding notes and debentures approved by the division, other forms of capital designated as capital by the division and other forms of capital considered to be qualifying capital by a deposit insurance corporation.

AB133-ASA1-AA2,386,14 (3) "Deposit insurance corporation" means the Federal Deposit Insurance Corporation or other instrumentality of, or corporation chartered by, the United States that insures deposits of financial institutions and that is supported by the full faith and credit of the U.S. government as stated in a congressional resolution.

AB133-ASA1-AA2,386,15 (4) "Division" means the division of banking.

AB133-ASA1-AA2,386,18 (5) "Financial institution" means a state savings bank organized under ch. 214, state savings and loan association organized under ch. 215 or a state bank chartered under ch. 221.

AB133-ASA1-AA2,386,20 (6) "Universal bank" means a financial institution that has been issued a certificate of authority under s. 222.0205.

AB133-ASA1-AA2,386,21 (7) "Well-capitalized" has the meaning given in 12 USC 1831o (b) (1) (A).

AB133-ASA1-AA2,387,2 222.0103 Applicability. (1) Savings banks. A universal bank that is a savings bank organized under ch. 214 remains subject to all of the requirements, duties and liabilities, and may exercise all of the powers, of a savings bank, except that in the event of a conflict between this chapter and those requirements, duties, liabilities or powers, this chapter shall control.

AB133-ASA1-AA2,387,7 (2) Savings and loan associations. A universal bank that is a savings and loan association organized under ch. 215 remains subject to all of the requirements, duties and liabilities, and may exercise all of the powers, of a savings and loan association, except that, in the event of a conflict between this chapter and those requirements, duties, liabilities or powers, this chapter shall control.

AB133-ASA1-AA2,387,11 (3) Banks. A universal bank that is a bank chartered under ch. 221 remains subject to all of the requirements, duties and liabilities, and may exercise all of the powers, of a bank, except that, in the event of a conflict between this chapter and these requirements, duties, liabilities or powers, this chapter shall control.

AB133-ASA1-AA2,387,14 222.0105 Fees. The division may establish such fees as it determines are appropriate for documents filed with the division under this chapter and for services provided by the division under this chapter.

AB133-ASA1-AA2,387,16 222.0107 Administration. (1) Powers of division. The division shall administer this chapter for all universal banks.

AB133-ASA1-AA2,387,21 (2) Rule-making authority. The division may promulgate rules to administer and carry out this chapter. The division may establish additional limits or requirements on universal banks, if the division determines that the limits or requirements are necessary for the protection of depositors, members, investors or the public.

AB133-ASA1-AA2,387,23 SUBCHAPTER II Certification

AB133-ASA1-AA2,388,3 222.0201 Procedure. (1) Application. A financial institution may apply to become certified as a universal bank by filing a written application with the division. The application shall include such information as the division may require. The application shall be on such forms and in accordance with such procedures as the division may prescribe.

AB133-ASA1-AA2,388,7 (2) Review by division. An application submitted to the division shall either be approved or disapproved by the division in writing within 60 days after its submission to the division. The division and the financial institution may mutually agree to extend the application period for an additional period of 60 days.

AB133-ASA1-AA2,388,10 222.0203 Eligibility. (1) Requirements. The division shall approve an application for certification as a universal bank, if the applying financial institution meets all of the following requirements:

AB133-ASA1-AA2,388,13 (a) The financial institution is chartered or organized, and regulated, under ch. 214, 215 or 221 and has been in existence and continuous operation for a minimum of 3 years prior to the date of the application.

AB133-ASA1-AA2,388,14 (b) The financial institution is well-capitalized or adequately capitalized.

AB133-ASA1-AA2,388,19 (c) The financial institution does not exhibit a combination of financial, managerial, operational and compliance weaknesses that is moderately severe or unsatisfactory, as determined by the division based upon the division's assessment of the financial institution's capital adequacy, asset quality, management capability, earnings quantity and quality, adequacy of liquidity, and sensitivity to market risk.

AB133-ASA1-AA2,388,23 (d) During the 12-month period prior to the application, the financial institution has not been the subject of an enforcement action and there is no enforcement action pending against the financial institution by any state or federal financial institution regulatory agency, including the division.

AB133-ASA1-AA2,389,3 (2) Failure to maintain compliance. For any period during which a universal bank fails to meet the requirements under sub. (1), the division may by order limit or restrict the exercise of the powers of the universal bank under this chapter.

AB133-ASA1-AA2,389,7 222.0205 Certificate of authority. Upon approval of the application under s. 222.0201 for certification as a universal bank, the division shall issue to the applicant a certificate of authority stating that the financial institution is certified as a universal bank under this chapter.

AB133-ASA1-AA2,389,14 222.0207 Decertification. A financial institution that is certified as a universal bank under this chapter may elect to terminate its certification upon 60 days' prior written notice to the division and written approval of the division. The financial institution shall, as a condition to the termination, terminate its exercise of all powers granted under this chapter prior to the termination of the certification. Written approval of the termination by the division is void if the financial institution fails to satisfy the precondition to termination under this section.

AB133-ASA1-AA2,389,16 SUBCHAPTER III ORGANIZATION

AB133-ASA1-AA2,389,21 222.0301 Articles of incorporation and bylaws. A universal bank shall continue to operate under its articles of incorporation and bylaws as in effect prior to certification as a universal bank or as such articles or bylaws may be subsequently amended in accordance with the provisions of the chapter under which the universal bank was organized or chartered.

AB133-ASA1-AA2,390,3 222.0303 Name. (1) Use of "bank". Notwithstanding ss. 214.035, 215.40 (1) and 215.60 (1) and subject to subs. (2) and (4), a universal bank may use the word "bank" in its name, without having to include the word "savings". Notwithstanding ss. 215.40 (1) and 215.60 (1) and subject to subs. (2) and (4), a universal bank that is organized under ch. 215 and that uses the word "bank" in its name in accordance with this section need not include the words "savings and loan association" or "savings association" in its name.

AB133-ASA1-AA2,390,6 (2) Distinguishability. Except as provided in subs. (3) and (4), the name of the universal bank shall be distinguishable upon the records of the division from all of the following names:

AB133-ASA1-AA2,390,8 (a) The name of any other financial institution organized under the laws of this state.

AB133-ASA1-AA2,390,10 (b) The name of a national bank or foreign bank authorized to transact business in this state.

AB133-ASA1-AA2,390,14 (3) Exceptions. A universal bank may apply to the division for authority to use a name that does not meet the requirement under sub. (2). The division may authorize the use of the name if any of the conditions under s. 221.0403 (2) (a) or (b) is met.

AB133-ASA1-AA2,390,17 (4) Use of same name. A universal bank may use a name that is used in this state by another financial institution or by an institution authorized to transact business in this state, if the universal bank has done any of the following:

AB133-ASA1-AA2,390,18 (a) Merged with the other institution.

AB133-ASA1-AA2,390,19 (b) Been formed by reorganization of the other institution.

AB133-ASA1-AA2,390,21 (c) Acquired all or substantially all of the assets, including the name, of the other institution.

AB133-ASA1-AA2,390,24 222.0305 Capital and assets. (1) Capital requirements. Notwithstanding subch. VI of ch. 214 and ss. 215.24 and 221.0205, the division shall determine the minimum capital requirements of universal banks.

AB133-ASA1-AA2,391,2 (2) Certain asset requirements. Section 214.045 does not apply to universal banks.

AB133-ASA1-AA2,391,9 222.0307 Acquisitions, mergers and asset purchases. (1) In general. A universal bank may, with the approval of the division, purchase the assets of, merge with, acquire or be acquired by any other financial institution, universal bank, national bank, federally chartered savings bank or savings and loan association, or by a holding company of any of these entities. Notwithstanding subch. III of ch. 214 and ss. 214.09 and 215.36, the approval of the division of savings institutions is not required.