AB150: Bill Text

AB150,1616,6 185.05 (3) The articles shall be filed and recorded as provided in s. 185.82. The legal existence of a cooperative begins when the articles are filed. Upon the filing of the articles, the secretary of state department shall issue a certificate of incorporation. The secretary of state department shall forward within 5 days a duplicate original of the articles to the register of deeds of the county of the cooperative's principal office or registered agent for recording.

AB150, s. 4840 Section 4840. 185.08 (3) of the statutes is amended to read:

AB150,1616,11 185.08 (3) A registered agent may resign by mailing a written notice to both the secretary of state department and the cooperative. The resignation becomes effective when the cooperative names a new registered agent or 60 days after the receipt of notice by the secretary of state department, whichever is sooner.

AB150, s. 4841 Section 4841. 185.31 (3) of the statutes is amended to read:

AB150,1616,24 185.31 (3) The directors constituting the temporary board, named in the articles, shall hold office until the first member meeting. At that meeting and thereafter, directors shall be elected by the members at a member meeting in the manner and for the terms provided in the bylaws. If the bylaws provide that directors be from specified districts, the articles may limit voting for any director to members from within the district from which the director is to be elected. Unless the bylaws provide otherwise, a director's term of office shall be one year. Each director shall hold office for the term for which elected and until a successor takes office. The bylaws may permit selection of alternates to take the place of directors absent at a meeting of the board. Whenever any change is made in the board, the cooperative shall file within 20 days with the secretary of state department a report showing the names and addresses of all directors.

AB150, s. 4842 Section 4842. 185.35 (1) of the statutes is amended to read:

AB150,1617,9 185.35 (1) Unless the articles of incorporation provide otherwise, the principal officers of a cooperative are a president, one or more vice presidents as prescribed in the bylaws, a secretary and a treasurer. They shall be elected annually by the board at such time and in such manner as the bylaws provide. Upon original election and whenever any change is made in the officers, the cooperative shall file with the secretary of state department, within 20 days, a report showing the name and address of all officers. Each principal officer except the secretary and the treasurer must be a director of the cooperative. The offices of secretary and treasurer may be combined in one person.

AB150, s. 4843 Section 4843. 185.48 (2) of the statutes is amended to read:

AB150,1617,16 185.48 (2) The annual report shall be made on forms furnished by the secretary of state department, and the information therein contained shall be given as of the date of the execution of the report. The secretary of state department shall forward by 1st class mail report blanks to each cooperative in good standing not later than 60 days prior to the date on which the cooperative is required to file an annual report under this chapter.

AB150, s. 4844 Section 4844. 185.48 (3) of the statutes is amended to read:

AB150,1617,24 185.48 (3) The annual report shall be delivered to the secretary of state department in each year following the year in which the cooperative's articles are filed by the secretary of state department, during the calendar year quarter in which the anniversary of the filing occurs. If the report does not conform to requirements, it shall be returned to the cooperative for necessary corrections. The penalties for failure to file such report shall not apply if it is corrected and returned within 30 days after receipt thereof.

AB150, s. 4845 Section 4845. 185.48 (4) of the statutes is amended to read:

AB150,1618,2 185.48 (4) Any report not filed as required by sub. (3) may be filed only upon payment to the secretary of state department of $26.

AB150, s. 4846 Section 4846. 185.48 (5) of the statutes is amended to read:

AB150,1618,12 185.48 (5) If the report is not filed within a year from the first day of the quarter calendar year in which the report is required, under sub. (3), to be delivered, the cooperative is not in good standing. Within the next 6 months the secretary of state department shall mail to the cooperative a notice that it is no longer in good standing. If a cooperative has been out of good standing for more than 3 consecutive years immediately prior to January 1, 1978, the secretary of state department shall provide only the notice required under s. 185.72 (3). Until restored to good standing, the secretary of state department shall not accept for filing any document respecting such cooperative except those incident to its dissolution.

AB150, s. 4847 Section 4847. 185.48 (6) of the statutes is amended to read:

AB150,1618,17 185.48 (6) The cooperative may be restored to good standing by delivering to the secretary of state department a current annual report and by paying the $26 late filing fee plus $15 for each calendar year or part thereof during which it was not in good standing, not exceeding a total of $176.

AB150, s. 4848 Section 4848. 185.53 (2) of the statutes is amended to read:

AB150,1618,21 185.53 (2) The amendment shall be filed and recorded as provided in s. 185.82. The amendment becomes effective upon filing, and the secretary of state department may then issue a certificate of amendment.

AB150, s. 4849 Section 4849. 185.62 (1m) of the statutes is amended to read:

AB150,1619,7 185.62 (1m) If after the filing of the articles under sub. (1), but before the merger or consolidation is effective, the merger or consolidation is abandoned, as provided in s. 185.61 (5), 2 principal officers of each merging or consolidating cooperative shall sign a certificate of abandonment stating that the merger or consolidation is abandoned and the date of abandonment, and shall seal the certificate with the seal of each cooperative. The certificate of abandonment shall be filed and recorded prior to the date the merger or consolidation would otherwise be effective, in the office of the secretary of state with the department and in each county where the cooperatives have their principal offices or registered agents, in the manner provided in s. 185.82.

AB150, s. 4850 Section 4850. 185.72 (3) (a) (intro.) of the statutes is amended to read:

AB150,1619,12 185.72 (3) (a) (intro.) If it is established by the records in the office of the secretary of state department that a cooperative failed to file its annual report as required by this chapter for the preceding 3 years, the secretary of state department may involuntarily dissolve the cooperative in the following manner:

AB150, s. 4851 Section 4851. 185.72 (3) (a) 1. of the statutes is amended to read:

AB150,1619,15 185.72 (3) (a) 1. The secretary of state department shall give the cooperative notice of its delinquency by 1st class mail addressed to its situs.

AB150, s. 4852 Section 4852. 185.72 (3) (a) 2. of the statutes is amended to read:

AB150,1619,21 185.72 (3) (a) 2. If the delinquent cooperative is not restored to good standing under s. 185.48 (6) within 90 days after the notice was mailed, the secretary of state department shall issue a certificate of involuntary dissolution, which shall state the fact of involuntary dissolution, the date and cause of the dissolution and the dissolved cooperative's situs.

AB150, s. 4853 Section 4853. 185.72 (3) (a) 3. of the statutes is amended to read:

AB150,1619,25 185.72 (3) (a) 3. The secretary of state department shall file the original certificate of involuntary dissolution and mail a copy to the former cooperative at its situs.

AB150, s. 4854 Section 4854. 185.72 (3) (bm) (intro.) of the statutes is amended to read:

AB150,1620,4 185.72 (3) (bm) (intro.) The secretary of state department shall rescind the dissolution of a cooperative involuntarily dissolved under this subsection and issue a certificate stating the recision if all of the following are met:

AB150, s. 4855 Section 4855. 185.72 (3) (bm) 1. of the statutes is amended to read:

AB150,1620,8 185.72 (3) (bm) 1. The cooperative files with the secretary of state department 2 affidavits, each executed by a different person who is a principal officer of the cooperative, stating that the cooperative did not receive the notice under par. (a) 1.

AB150, s. 4856 Section 4856. 185.72 (3) (bm) 2. of the statutes is amended to read:

AB150,1620,12 185.72 (3) (bm) 2. The cooperative pays to the secretary of state department $100 in liquidated damages to cover the efforts of the secretary of state department in rescinding the involuntary dissolution.

AB150, s. 4857 Section 4857. 185.815 (intro.) of the statutes is amended to read:

AB150,1620,16 185.815 Recording change of principal office or registered agent. (intro.) If a document submitted to the secretary of state department for filing under this chapter changes the county of the principal office or of the registered agent:

AB150, s. 4858 Section 4858. 185.815 (1) of the statutes is amended to read:

AB150,1620,19 185.815 (1) An original of the document or a duplicate original endorsed by the secretary of state department shall be recorded in each county;

AB150, s. 4859 Section 4859. 185.815 (3) of the statutes is amended to read:

AB150,1620,23 185.815 (3) A certificate of the secretary of state department listing the type and date of filing of recordable documents previously filed by the cooperative shall be recorded in the county of the new principal office or of the registered agent.

AB150, s. 4860 Section 4860. 185.82 (1) (a) of the statutes is amended to read:

AB150,1621,3 185.82 (1) (a) Separate originals of the document for the secretary of state department and for the register of deeds of each county in which the document is required to be recorded.

AB150, s. 4861 Section 4861. 185.82 (1) (b) of the statutes is amended to read:

AB150,1621,6 185.82 (1) (b) A check payable to the secretary of state department in the amount of the filing fee prescribed under s. 185.83.

AB150, s. 4862 Section 4862. 185.82 (2) (a) of the statutes is amended to read:

AB150,1621,10 185.82 (2) (a) Unless the document does not conform to law, the secretary of state department shall endorse on each original "Filed" and the date of filing and shall file one original in his or her office.

AB150, s. 4863 Section 4863. 185.82 (2) (b) of the statutes is amended to read:

AB150,1621,14 185.82 (2) (b) The secretary of state department shall forward to each register of deeds the check under sub. (1) (c) and an original document or duplicate endorsed by the secretary of state department, within 5 days of filing.

AB150, s. 4864 Section 4864. 185.82 (3) of the statutes is amended to read:

AB150,1621,20 185.82 (3) Each week the secretary of state department shall forward to each register of deeds a listing of all documents received during the preceding week for filing and recording as required under this chapter. For each document, the listing shall specify the type of document, the name of the cooperative, the name of the county of the cooperative's principal office or registered agent, and the date of filing.

AB150, s. 4865 Section 4865. 185.82 (4) of the statutes is amended to read:

AB150,1621,25 185.82 (4) A document required to be filed and recorded under this chapter is effective on filing with the secretary of state department, except as provided in s. 185.62. An error or omission in recording the document or a certificate under s. 185.815 (2) with a register of deeds does not affect its effectiveness.

AB150, s. 4866 Section 4866. 185.82 (5) of the statutes is amended to read:

AB150,1622,6 185.82 (5) A document filed with the secretary of state department under this chapter before May 7, 1982 is effective unless the records of the secretary of state department show that the document was recognized as ineffective because of a recording defect and the secretary of state department or the cooperative acted in reliance on the ineffectiveness of the document.

AB150, s. 4867 Section 4867. 185.82 (6) (a) (intro.) of the statutes is amended to read:

AB150,1622,9 185.82 (6) (a) (intro.) The secretary of state department may waive any of the following:

AB150, s. 4868 Section 4868. 185.82 (6) (a) 2. of the statutes is amended to read:

AB150,1622,13 185.82 (6) (a) 2. An omission or defect in a document, if the secretary of state department determines from the face of the document that the omission or defect is immaterial.

AB150, s. 4869 Section 4869. 185.83 (1) (intro.) of the statutes is amended to read:

AB150,1622,16 185.83 (1) (intro.) The secretary of state department shall charge and collect for:

AB150, s. 4870 Section 4870. 185.83 (1) (b) of the statutes is amended to read:

AB150,1622,24 185.83 (1) (b) Filing an amendment to or restatement of the articles or articles of merger, consolidation or division, $10, except that no fee may be collected for an amendment showing only a change of address resulting from the action of a governmental agency if there is no corresponding change in physical location and if 2 copies of the notice of the action are submitted to the secretary of state department; and an additional fee of $1.25 for each $1,000 of authorized stock not authorized at the time of amendment, restatement, merger, consolidation or division.

AB150, s. 4871 Section 4871. 185.83 (1) (d) of the statutes is amended to read:

AB150,1623,2 185.83 (1) (d) Receiving services of any process, notice or demand, authorized to be served on the secretary of state department by this chapter, $10.

AB150, s. 4872 Section 4872. 185.85 of the statutes is amended to read:

AB150,1623,7 185.85 (title) Forms to be furnished by secretary of state department of revenue. The secretary of state department may provide forms for any document to be filed in the office of the secretary of state with the department under this chapter.

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

AB150,1623,13 185.981 (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, s. 4874 Section 4874. 186.01 (1) of the statutes is repealed.

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

AB150,1623,16 186.012 (title) Commissioner Office of credit unions.

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

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

AB150,1623,20 186.012 (2) The commissioner office of credit unions shall enforce the laws of this chapter and other laws relating to credit unions.

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

AB150,1624,3 186.012 (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, s. 4879 Section 4879. 186.012 (4) of the statutes is amended to read:

AB150,1624,16 186.012 (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, s. 4880 Section 4880. 186.015 (1) of the statutes is amended to read:

AB150,1624,23 186.015 (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, s. 4881 Section 4881. 186.015 (2) of the statutes is amended to read:

AB150,1625,7 186.015 (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, s. 4882 Section 4882. 186.015 (3) (a) of the statutes is amended to read:

AB150,1625,11 186.015 (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, s. 4883 Section 4883. 186.015 (3) (b) of the statutes is amended to read:

AB150,1626,4 186.015 (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, s. 4884 Section 4884. 186.015 (3) (c) of the statutes is amended to read:

AB150,1626,21 186.015 (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.