Amendment AA1-ASA1-SB55

SB55-ASA1-AA1,1008,5 Subchapter XIi Merger And conversion

SB55-ASA1-AA1, s. 2929n Section 2929n. 183.1200 of the statutes is created to read:

SB55-ASA1-AA1,1008,7 183.1200 Definitions. In this subchapter:

SB55-ASA1-AA1,1008,9 (1) "Business entity" means a domestic business entity and a foreign business entity.

SB55-ASA1-AA1,1008,12 (2) "Domestic business entity" includes a corporation, a domestic limited liability company, a limited partnership, as defined in s. 179.01 (7), or a nonstock corporation, as defined in s. 181.0103 (18).

SB55-ASA1-AA1,1008,15 (3) "Foreign business entity" includes a foreign limited liability company, a foreign limited partnership, as defined in s. 179.01 (4), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

SB55-ASA1-AA1, s. 2929r Section 2929r. 183.1207 of the statutes is created to read:

SB55-ASA1-AA1,1008,21 183.1207 Conversion. (1) (a) A domestic limited liability company may convert to another form of business entity if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the organization of the business entity into which the domestic limited liability company is converting.

SB55-ASA1-AA1,1009,2 (b) In addition to satisfying any applicable legal requirements of the jurisdiction that governs the organization of the business entity into which the domestic limited liability company is converting and that relate to the submission and approval of a plan of conversion, the domestic limited liability company shall use the procedures that govern a plan of merger under s. 183.1202 for the submission and approval of a plan of conversion.

SB55-ASA1-AA1,1009,6 (2) (a) A business entity other than a domestic limited liability company may convert to a domestic limited liability company if it satisfies the requirements under this section and if the conversion is permitted under the applicable law of the jurisdiction that governs the business entity.

SB55-ASA1-AA1,1009,9 (b) A business entity other than a domestic limited liability company shall use the procedures that govern the submission and approval of a plan of conversion of the jurisdiction that governs the business entity.

SB55-ASA1-AA1,1009,10 (3) A plan of conversion shall set forth all of the following:

SB55-ASA1-AA1,1009,12 (a) The name, form of business entity, and the identity of the jurisdiction governing the business entity that is to be converted.

SB55-ASA1-AA1,1009,14 (b) The name, form of business entity, and the identity of the jurisdiction that will govern the new business entity.

SB55-ASA1-AA1,1009,15 (c) The terms and conditions of the conversion.

SB55-ASA1-AA1,1009,18 (d) The manner and basis of converting the shares or other ownership interests of the business entity that are to be converted into the shares or other ownership interests of the new business entity.

SB55-ASA1-AA1,1009,20 (e) The delayed effective date of the conversion under s. 183.0111 (2), if applicable.

SB55-ASA1-AA1,1009,23 (f) If a business entity other than a domestic limited liability company is converting to a domestic limited liability company, a copy of the articles of organization of the new domestic limited liability company.

SB55-ASA1-AA1,1009,24 (g) Other provisions relating to the conversion.

SB55-ASA1-AA1,1009,25 (4) A conversion is effective when all of the following occur:

SB55-ASA1-AA1,1010,5 (a) Except with respect to taxation laws of each jurisdiction that are applicable upon the conversion of the business entity, the business entity that is to be converted is no longer subject to the applicable law of the jurisdiction that governed the organization of the business entity and is subject to the applicable law of the jurisdiction that governs the new business entity.

SB55-ASA1-AA1,1010,7 (b) The new business entity has assumed all liabilities of the business entity that is to be converted.

SB55-ASA1-AA1,1010,9 (c) The new business entity is vested with title to all property owned by the business entity that is to be converted without reversions or impairment.

SB55-ASA1-AA1,1010,13 (d) The articles of incorporation, articles of organization, bylaws, operating agreement, certificate of limited partnership, or other similar governing document, whichever is applicable, of the new business entity are amended as provided in the plan of conversion.

SB55-ASA1-AA1,1010,14 (e) All other provisions of the plan of conversion apply.

SB55-ASA1-AA1,1010,17 (5) After a plan of conversion is submitted and approved, the business entity that is to be converted shall deliver to the department for filing a certificate of conversion that includes all of the following:

SB55-ASA1-AA1,1010,18 (a) The plan of conversion.

SB55-ASA1-AA1,1010,21 (b) A statement that the plan of conversion was approved in accordance with the applicable law of the jurisdiction that governs the organization of the business entity.

SB55-ASA1-AA1,1010,23 (c) The delayed effective date of the conversion under s. 183.0111 (2), if applicable.

SB55-ASA1-AA1,1011,3 (d) If a business entity other than a domestic limited liability company is converting to a domestic limited liability company, a copy of the articles of organization of the new domestic limited liability company.

SB55-ASA1-AA1,1011,7 (e) If a domestic limited liability company is to be converted to another form of business entity, a copy of the articles of incorporation, articles of organization, bylaws, operating agreement, certificate of limited partnership, or other similar governing document, whichever is applicable, of the new business entity.

SB55-ASA1-AA1,1011,11 (6) Any civil, criminal, administrative, or investigatory proceeding that is pending against a business entity that is to be converted may be continued against the business entity after the effective date of conversion or against the new business entity.".

SB55-ASA1-AA1,1011,12 1524. Page 985, line 20: after that line insert:

SB55-ASA1-AA1,1011,13 " Section 2972k. 194.01 (7) of the statutes is amended to read:

SB55-ASA1-AA1,1011,16 194.01 (7) "Motor vehicle" means any automobile, truck, trailer, semitrailer, tractor, motor bus or any self-propelled or motor driven vehicle, except a low-speed vehicle, motorcycle, moped, motor bicycle or a vehicle operated on rails.".

SB55-ASA1-AA1,1011,17 1525. Page 985, line 20: after that line insert:

SB55-ASA1-AA1,1011,18 " Section 2972g. 192.25 (1) of the statutes is repealed.

SB55-ASA1-AA1, s. 2972h Section 2972h. 192.25 (2) of the statutes is amended to read:

SB55-ASA1-AA1,1012,8 192.25 (2) No person operating or controlling any railroad, as defined in s. 85.01 (5), may allow the operation of any railroad train or locomotive in this state unless the railroad train or locomotive has a crew of at least 2 individuals. One of the individuals shall be a certified railroad locomotive engineer. The other individual shall be either a certified railroad locomotive engineer or a qualified railroad trainman. A certified railroad locomotive engineer shall present in the cab and shall operate the lead control locomotive at all times that the railroad train or locomotive is in motion. The other crew member shall be present in the cab of the lead control locomotive at all times that the railroad train or locomotive is in motion, except when the railroad train or locomotive is in motion for the purpose of switching. When the railroad train or locomotive is not in motion, the other crew member may dismount the railroad train or locomotive when necessary to perform switching activities and other duties in the course of his or her job.

SB55-ASA1-AA1, s. 2972i Section 2972i. 192.25 (3) (am) of the statutes is created to read:

SB55-ASA1-AA1,1012,13 192.25 (3) (am) Subsection (2) does not apply to a railroad train or locomotive, other than a railroad train or locomotive carrying freight only, that is being operated as part of any commuter rail service operated by the state or any local governmental unit, as defined in s. 85.055 (1).

SB55-ASA1-AA1, s. 2972j Section 2972j. 192.25 (3) (b) of the statutes is amended to read:

SB55-ASA1-AA1,1012,17 192.25 (3) (b) Subsection (2) This section does not apply to the extent that it is contrary to or inconsistent with a regulation or order of the federal railroad administration.".

SB55-ASA1-AA1,1012,18 1526. Page 985, line 20: after that line insert:

SB55-ASA1-AA1,1012,19 " Section 2936n. 185.981 (4t) of the statutes is amended to read:

SB55-ASA1-AA1,1012,23 185.981 (4t) A sickness care plan operated by a cooperative association is subject to ss. 252.14, 631.17, 631.89, 631.95, 632.72 (2), 632.745 to 632.749, 632.85, 632.853, 632.855, 632.87 (2m), (3), (4), and (5), 632.872, 632.895 (10) to (14), and 632.897 (10) and chs. 149 and 155.

SB55-ASA1-AA1, s. 2936m Section 2936m. 185.983 (1) (intro.) of the statutes is amended to read:

SB55-ASA1-AA1,1013,7 185.983 (1) (intro.) Every such voluntary nonprofit sickness care plan shall be exempt from chs. 600 to 646, with the exception of ss. 601.04, 601.13, 601.31, 601.41, 601.42, 601.43, 601.44, 601.45, 611.67, 619.04, 628.34 (10), 631.17, 631.89, 631.93, 631.95, 632.72 (2), 632.745 to 632.749, 632.775, 632.79, 632.795, 632.85, 632.853, 632.855, 632.87 (2m), (3), (4), and (5), 632.872, 632.895 (5) and (9) to (14), 632.896, and 632.897 (10) and chs. 609, 630, 635, 645, and 646, but the sponsoring association shall:".

SB55-ASA1-AA1,1013,8 1527. Page 985, line 20: after that line insert:

SB55-ASA1-AA1,1013,9 " Section 2972m. 194.04 (6) of the statutes is amended to read:

SB55-ASA1-AA1,1013,12 194.04 (6) Disposition of fees collected. All moneys received under this section shall be paid into the state and local highways account in the transportation fund.

SB55-ASA1-AA1, s. 2972n Section 2972n. 194.51 of the statutes is amended to read:

SB55-ASA1-AA1,1014,2 194.51 Suit to recover protested tax. No suit shall be maintained in any court to restrain or delay the collection or payment of the taxes levied in this chapter. The aggrieved taxpayer shall pay the tax as and when due, and, if paid under protest, may at any time within 90 days from the date of such payment, sue the state in an action at law to recover the tax so paid. If it is finally determined that said tax, or any part thereof, was wrongfully collected for any reason, it shall be the duty of the department of administration to issue a warrant on the state treasurer for the amount of such tax so adjudged to have been wrongfully collected, and the treasurer shall pay the same out of the state and local highways account in the transportation fund. A separate suit need not be filed for each separate payment made by any taxpayer, but a recovery may be had in one suit for as many payments as may have been made within any 90-day period preceding the commencement of such an action. Such suits shall be commenced as provided in s. 775.01.".

SB55-ASA1-AA1,1014,3 1528. Page 985, line 20: after that line insert:

SB55-ASA1-AA1,1014,4 " Section 2943m. 186.094 (2) of the statutes is amended to read:

SB55-ASA1-AA1,1014,7 186.094 (2) Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters the director or officer believes in good faith are within the person's professional or expert competence.

SB55-ASA1-AA1, s. 2952m Section 2952m. 186.15 (1) of the statutes is amended to read:

SB55-ASA1-AA1,1014,12 186.15 (1) Annual audit. Except as provided in sub. (2), the board of directors shall hire a licensed 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.

SB55-ASA1-AA1, s. 2972d Section 2972d. 187.31 (2) of the statutes is amended to read:

SB55-ASA1-AA1,1014,17 187.31 (2) Legal counsel, certified public accountants licensed or certified under ch. 442, or other professional persons or experts employed by the incorporated Roman Catholic church, as to matters the director or officer believes in good faith are within the person's professional or expert competence.

SB55-ASA1-AA1, s. 2972g Section 2972g. 187.41 (2) of the statutes is amended to read:

SB55-ASA1-AA1,1014,22 187.41 (2) Legal counsel, certified public accountants licensed or certified under ch. 442, or other professional persons or experts employed by the religious organization, as to matters the director or officer believes in good faith are within the person's professional or expert competence.".

SB55-ASA1-AA1,1014,23 1529. Page 985, line 20: after that line insert:

SB55-ASA1-AA1,1014,24 " Section 2937. 186.01 (2) of the statutes is amended to read:

SB55-ASA1-AA1,1015,5 186.01 (2) "Credit union" means, except as specifically provided under ss. 186.41 (1) and 186.45 (1), a cooperative, nonprofit corporation, incorporated under this chapter to encourage thrift among its members, create a source of credit at a fair and reasonable cost, and provide an opportunity for its members to improve their economic and social conditions.

SB55-ASA1-AA1, s. 2938 Section 2938. 186.02 (2) (a) 1. of the statutes is amended to read:

SB55-ASA1-AA1,1015,8 186.02 (2) (a) 1. The conditions of residence or occupation which qualify persons that determine eligibility for membership.

SB55-ASA1-AA1, s. 2939 Section 2939. 186.02 (2) (b) 2. of the statutes is amended to read:

SB55-ASA1-AA1,1015,17 186.02 (2) (b) 2. Residents Except as otherwise provided in this subdivision, individuals who reside or are employed within a well-defined neighborhood, community or rural district and contiguous neighborhoods and communities. If the office of credit unions, subsequent to a credit union merger, determines that it would be inappropriate under the circumstances to require members of the credit union that results from the merger to reside or be employed in contiguous neighborhoods and communities, the requirement that these neighborhoods and communities be contiguous does not apply.

SB55-ASA1-AA1, s. 2940 Section 2940. 186.02 (2) (b) 2m. of the statutes is created to read:

SB55-ASA1-AA1,1015,20 186.02 (2) (b) 2m. Individuals who reside or are employed within well-defined and contiguous rural districts or multicounty regions.

SB55-ASA1-AA1, s. 2941 Section 2941. 186.02 (2) (c) of the statutes is amended to read:

SB55-ASA1-AA1,1016,2 186.02 (2) (c) Members of the immediate family of all qualified persons are eligible for membership. In this paragraph, "members of the immediate family" include the wife, husband, parents, stepchildren and children of a member whether living together in the same household or not and any other relatives of the member or spouse of a member living together in the same household as the member.

SB55-ASA1-AA1, s. 2942 Section 2942. 186.02 (2) (d) of the statutes is renumbered 186.02 (2) (d) 1. and amended to read:

SB55-ASA1-AA1,1016,8 186.02 (2) (d) 1. Organizations and associations An organization or association of individuals, the majority of whom the directors, owners, or members of which are eligible for membership, may be admitted to membership in the same manner and under the same conditions as individuals.

SB55-ASA1-AA1, s. 2943 Section 2943. 186.02 (2) (d) 2. of the statutes is created to read:

SB55-ASA1-AA1,1016,12 186.02 (2) (d) 2. An organization or association that has its principal business location within any geographic limits of the credit union's field of membership may be admitted to membership.

SB55-ASA1-AA1, s. 2994 Section 2994. 186.11 (4) (title) of the statutes is amended to read:

SB55-ASA1-AA1,1016,15 186.11 (4) (title) Investment in credit union service corporations organizations.

SB55-ASA1-AA1, s. 2945 Section 2945. 186.11 (4) (a) of the statutes is renumbered 186.11 (4) (a) (intro.) and amended to read:

SB55-ASA1-AA1,1016,21 186.11 (4) (a) (intro.) A Unless the office of credit unions approves a higher percentage, a credit union may invest not more than 1.5% of its total assets in the capital shares or obligations of a credit union service corporation organizations that satisfy all of the following:

SB55-ASA1-AA1,1016,23 2. Are organized primarily to provide goods and services to credit unions, credit union organizations, and credit union members.

SB55-ASA1-AA1, s. 2946 Section 2946. 186.11 (4) (a) 1. of the statutes is created to read:

SB55-ASA1-AA1,1017,3 186.11 (4) (a) 1. Are corporations, limited partnerships, limited liability companies, or other entities that are permitted under the laws of this state and that are approved by the office of credit unions.

SB55-ASA1-AA1, s. 2947 Section 2947. 186.11 (4) (b) (intro.) and 1. of the statutes are amended to read:

SB55-ASA1-AA1,1017,6 186.11 (4) (b) (intro.) A credit union service corporation organization under par. (a) may provide goods and services including any of the following:

SB55-ASA1-AA1,1017,12 1. Credit union operations services, including service centers, credit and debit card services, automated teller and remote terminal services, electronic transaction services, accounting systems, data processing, management training and support, payment item processing, record retention and storage, locator services, research, debt collection, credit analysis and loan servicing, coin and currency services, and marketing and advertising services.

SB55-ASA1-AA1, s. 2948 Section 2948. 186.11 (4) (c) of the statutes is amended to read:

SB55-ASA1-AA1,1017,15 186.11 (4) (c) A credit union service corporation organization may be subject to audit by the office of credit unions.