186.22(2)(a)
(a) The date during the month of February of the annual meeting of shareholders; the manner of calling special meetings, and the number of members which shall constitute a quorum.
186.22(2)(b)
(b) The number and qualifications of directors, subject to
sub. (10); the method of division into classes for the purpose of electing, as nearly as may be, an equal number of directors each year; the removal or suspension of directors; the filling of vacancies in the board of directors, and the number of directors which shall constitute a quorum, which shall not be less than 4.
186.22(2)(c)
(c) The meetings, powers and duties of directors; the appointment or election of appraisal, supervisory and auditing committees.
186.22(2)(d)
(d) The officers; the manner of their election; their terms of office, duties and compensation; and the bonds which shall be required of officers who have the custody or possession of money, securities or property of the credit union finance corporation.
186.22(2)(e)
(e) The annual commission that may be charged each member, subject to the limitations of
sub. (9).
186.22(2)(f)
(f) The transfer of membership, subject to the limitations of
sub. (8).
186.22(2)(g)
(g) The manner in which the bylaws may be altered or amended.
186.22(3)
(3) When corporate existence begins; conditions precedent to commencing business. When the office of credit unions approves the organization certificate, the corporate existence of the credit union finance corporation shall begin and it shall then have power to elect officers and transact such other business as relates to its organization; but such credit union finance corporation shall transact no other business until:
186.22(3)(a)
(a) Subscriptions to its shares aggregating $2,000 shall have been paid in cash and an affidavit stating that such subscriptions have been so paid, subscribed and sworn to by its 2 principal officers, shall have been filed with the department of financial institutions and a certified copy thereof in the office of credit unions.
186.22(3)(b)
(b) The office of credit unions shall have duly issued to it an authorization certificate.
186.22(4)
(4) General powers. In addition to the powers conferred by the general corporation law the credit union finance corporation shall, subject to the restrictions and limitations contained in this section and its bylaws, have the following powers:
186.22(4)(a)
(a) To issue, sell and redeem bonds and notes secured by bonds and first mortgages made to or held by member credit unions.
186.22(4)(b)
(b) To receive money or property from its members and from other associations, corporations and persons with whom it has contracts, engagements or undertakings, in installments or otherwise; to enter into any contract engagement or undertaking with such associations, corporations or persons for the withdrawal of such money or property, with any increase thereof, or for the payment to them or to any association, corporation or person of any sum of money, at any time, either fixed or uncertain; to lend money to credit unions upon the security of their promissory notes with or without collateral.
186.22(4)(c)
(c) To invest its capital and other funds in bonds and notes of the United States, the state of Wisconsin, and the political subdivisions of this state.
186.22(4)(d)
(d) To receive by assignment from its members and to deposit in trust with the office of credit unions to be held by the office as security for its and their outstanding obligations any first mortgages on real estate and the bonds secured thereby and such other securities as are provided for in
s. 186.11 and are legally receivable by credit unions; to empower such credit unions as agents of the credit union finance corporation to collect and immediately pay over to the credit union the dues, interest and other sums payable under the terms, conditions and covenants of the bonds and mortgages or, prior to a default upon any such bond and mortgage so assigned and when adequate security has been given to the credit union finance corporation, by any such credit union, to retain such collections until a payment to the credit union finance corporation from such credit union becomes due; to return to, or permit such credit unions to retain any sums of money so collected in excess of the amount required to meet the obligations of such credit unions respectively.
186.22(4)(e)
(e) To purchase in its own name, hold and convey real property for the following purposes and no others:
186.22(4)(e)1.
1. A plot whereon there is or may be erected a building suitable for the convenient transaction of its business, from portions of which not required for its own use a revenue may be derived.
186.22(4)(e)2.
2. Such as shall be mortgaged to it in good faith, by way of security for loans made by it or moneys due to it.
186.22(4)(e)3.
3. Such as shall be conveyed to it for debts previously contracted in the course of its business, and such as it shall purchase at sales under judgments, decrees or mortgages held by it.
186.22(4)(f)
(f) To designate as depositories of its funds any credit union, bank, trust company, or savings bank of this state, or any national banking association located in this state doing a banking business under the laws of the United States.
186.22(4)(g)
(g) With the advice and approval of the office of credit unions, to become a member of or to subscribe for and purchase notes and debentures issued by any federal finance or credit corporation which may be organized by act of congress for aiding and assisting credit unions to utilize their resources and credit, or to borrow from such finance or credit corporation, in either case, in an amount not exceeding in the aggregate amount two-fifths of the assets on hand.
186.22(4)(h)
(h) To borrow money from any state investment fund.
186.22(5)
(5) Restrictions upon the powers of the credit union finance corporation. The credit union finance corporation shall not:
186.22(5)(b)
(b) Receive from its members bonds and mortgages if the amount secured by any such mortgage is in excess of 60 per centum of the appraised value of such real estate.
186.22(5)(c)
(c) Invest more than 25% of its surplus in real estate occupied, or to be occupied, by it for office purposes, without the written approval of the office of credit unions.
186.22(5)(d)
(d) Incur any indebtedness upon bonds and notes in excess of 20 times the amount of its capital, nor issue bonds on behalf of any of its members in excess of 20 times the amount of the shares of such capital held by such member or in excess of 80 per centum of the value of the collateral security pledged therefor to such credit union finance corporation.
186.22(6)
(6) Issuing of bonds. Bonds shall be issued in series of not less than $10,000. All bonds issued by the credit union finance corporation may be called on any interest day at 102 1/2% and interest by publishing a class 1 notice, under
ch. 985, not less than 60 days prior to said day. Any member credit union which is not indebted for borrowed money to any other bank or trust company which does business exclusively with the credit union finance corporation shall submit a schedule of assets from time to time as the board of directors of such finance corporation shall require. Any member credit union which may have a loan from any other banking institution may borrow money from such credit union finance corporation upon pledging therefor such amount of its mortgages with the bonds secured thereby as collateral security for bonds issued on its behalf as the office of credit unions and the board of directors of such credit union finance corporation may require; provided that the aggregate of all loans made by such credit union shall not exceed 40% of its assets as provided in
s. 186.11. The amortization payments upon all mortgages accepted by the credit union finance corporation as collateral security for bonds shall be sufficient to liquidate the debt in a period not exceeding 40 years. In the event of any default for more than 90 days in the payment of the principal of, or for more than 90 days in the payment of any installment of interest upon, any of said bonds, the office of credit unions may, on the office's own motion, and shall, upon the request in writing of the holders of said bonds in default to the amount of $10,000, forthwith take possession of and proceed to liquidate the credit union finance corporation. Upon such liquidation it shall be entitled in the name of the credit union finance corporation to enforce all of its rights and securities and to collect and realize upon all of its assets, including all mortgages assigned to said credit union finance corporation by the several member credit unions, and deposited with the state treasurer, up to the amounts advanced by the credit union finance corporation to the several member credit unions thereon. Upon any such liquidation all said bonds then issued and outstanding shall forthwith become due and payable equally and ratably out of all the assets of said credit union finance corporation in advance of any other debts thereof not specifically preferred by law.
186.22(7)
(7) Guaranty fund. The credit union finance corporation shall accumulate from its net profits a guaranty fund by carrying thereto annually a sum equal to one-half of one per centum of its capital, until such guaranty fund shall be equal to at least 15 per centum of such capital.
186.22(8)
(8) Membership; transfer of shares. 186.22(8)(a)(a) Every member shall pay $200 for each share of the capital of the credit union finance corporation issued to it, provided that no credit union shall subscribe for or hold shares of such capital to an amount in excess of 10 per centum of the resources of such association.
186.22(8)(b)
(b) Such shares shall not be transferable, except that a member, who is not liable to the credit union finance corporation for any obligation, direct or contingent, may transfer its shares therein to another credit union, by and with the consent of the board of directors of the credit union finance corporation; or it may retire from membership and receive back such sums as it has paid for its shares, but no withdrawal shall be permitted by the board of directors, which shall reduce the total amount of the capital of the credit union corporation below $50,000.
186.22(9)
(9) Commissions and payment of expenses. The credit union finance corporation may charge each member an annual commission, not to exceed one-half of one per centum, upon the outstanding debenture bonds issued in its behalf, provided that the rate of commission in any year shall be the same on all outstanding bonds; or in lieu of charging such commission the expenses incurred on account of any debenture bond issued may be charged to the credit union on whose behalf such bonds are issued, and the general expenses of the credit union finance corporation assessed against the members in proportion to the bonds issued for them.
186.22(10)
(10) Qualifications and disqualifications of directors; bond. All of the directors of the credit union finance corporation must reside in the state of Wisconsin during their term of office, and all must be citizens of the United States. No person shall be elected a director unless the person is a shareholder of a member credit union and has been nominated by it for that office; and every person elected to be a director who, after such election, shall cease to be a shareholder of a member credit union, shall cease to be a director of the credit union finance corporation, and the person's office shall be vacant. Directors who have the custody or possession of money, securities or property shall give bond to the credit union finance corporation in an amount commensurate with their liability, as approved by the office of credit unions.
186.22(11)
(11) Oath of directors. Each director, when appointed or elected, shall take an oath that the director will, so far as duty requires, diligently and honestly administer the affairs of the credit union finance corporation, and will not knowingly violate, or willingly permit to be violated, any of the provisions of law applicable to the corporation, and that the director is the owner, in good faith and on the books of the nominating credit union, of shares in value of not less than $100, or other shares of the withdrawal value of $100, and that the shares are not hypothecated, or in any way pledged as security for any loan or debt and, in case of reelection that the shares were not hypothecated or in any way pledged as security for any loan or debt during the director's previous term. The oath shall be subscribed by the directors and officers making it, and certified by an officer authorized by law to administer oaths, and immediately transmitted to the office of credit unions.
186.22(12)
(12) Change of number of directors. The members of the credit union finance corporation may at any time change the number of its directors by amending its bylaws in accordance with the provisions of this section.
186.22(12m)
(12m) Meetings of directors. Section 186.07 (3) applies to a credit union finance corporation.
186.22(13)
(13) Officers; powers; duties and compensation. 186.22(13)(a)(a) The bylaws of the credit union finance corporation shall specify its officers, the manner of their election, and their terms of office.
186.22(13)(b)
(b) The officers who have the custody or possession of money, securities, or property shall give bond to the credit union as provided in the bylaws. They shall receive such compensation as is prescribed in the bylaws and shall hold office until their successors are elected and have qualified.
186.22(14)
(14) Annual meeting; notice; voting. The annual meeting of the credit union finance corporation, for the election of directors, shall be held at its principal place of business in February in each year. Notice of the time and place of holding such election shall be given by mailing a copy of such notice, postage prepaid, to each shareholder of the credit union finance corporation 15 days before the holding of such meeting. Each member shall be entitled to one vote for every share of the capital standing in its name on the books of the credit union finance corporation.
186.22(15)
(15) Preference of credit. All the property of any bank, trust company or credit union which shall become insolvent shall be applied by the trustees, assignees or receivers thereof or by the office of credit unions in the first place to the payment in full of any sum or sums of money deposited therewith by the credit union finance corporation or due to the credit union finance corporation for subscriptions, sinking funds, interest and principal of bonds, or guaranty of mortgages, ratably and proportionately but not to an amount exceeding that authorized to be so deposited or contracted by the provisions of this section and in accordance and on an equality with any other preference provided for in this section.
186.22(16)
(16) Credit union finance corporation and its debentures not liable for taxation. The debentures issued by the credit union finance corporation and the credit union finance corporation itself, together with its capital, accumulations and funds, shall have the same exemption from taxation as credit unions. No law which taxes corporations in any form, or the shares thereof, or the accumulations therein, shall be deemed to include the credit union finance corporation or its issues of debenture bonds unless they are specifically named in such law.
186.22 Cross-reference
Cross Reference: See also
DFI-CU, Wis. adm. code.
186.235
186.235
Office of credit unions. 186.235(1)
(1)
Supervision. A credit union shall be under the control and supervision of the office of credit unions.
186.235(2)
(2) Enforcement. The office of credit unions shall enforce this chapter and other laws relating to credit unions.
186.235(3)
(3) Full-time duties. The administrator of the office of credit unions shall devote full time to his or her position.
186.235(3m)
(3m) Conflicts of interest. No employee of the office of credit unions may serve as a director or officer of a credit union or any other organization that is under the supervision of the office of credit unions.
186.235(4)
(4) Bond required. A person who is appointed to or employed by the office of credit unions shall furnish a surety bond in an amount authorized by the office.
186.235(5)
(5) Immunity of office of credit unions. The office of credit unions shall not be subject to any civil liability or penalty, or 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 office of credit unions in an official capacity.
186.235(7)(a)(a) Employees of the office of credit unions and members of the review board shall keep secret all the facts and information obtained in the course of examinations, except in any of the following situations:
186.235(7)(a)1.
1. If the public duty of the person requires that person to report upon or take special action regarding the affairs of any credit union.
186.235(7)(a)2.
2. If the person is called as a witness in any criminal proceeding.
186.235(7)(b)
(b) Notwithstanding
par. (a) and unless otherwise provided by rule, the office of credit unions may do any of the following:
186.235(7)(b)1.
1. Furnish to the national board a copy of any examination made by the office of credit unions of any credit union or of any report made by the credit union.
186.235(7)(b)1m.
1m. Furnish any state regulatory authority regulating state financial institutions with a copy of any examination made by the office of credit unions of any credit union or of any report made by the credit union, if the authority agrees to treat the information received under this subdivision with the same degree of confidentiality that is required of employees of the office of credit unions under
par. (a).
186.235(7)(b)2.
2. Give access to and disclose to the national board any information possessed by the office of credit unions about the conditions or affairs of any credit union whose savings are insured by federal share insurance.
186.235(8)
(8) Rules. The office of credit unions shall, with the approval of the credit union review board, promulgate rules relating to the business of credit unions.
186.235(9)
(9) Charter revocation. The office of credit unions shall report to the department of justice any credit union that conducts its business in violation of this chapter. The department of justice may bring an action to revoke the credit union's articles of incorporation.
186.235(10)(a)(a) The office of credit unions may remove an officer, director, committee member or employee of a credit union if any of the following applies:
186.235(10)(a)1.
1. The policies or practices of the officer, director, committee member or employee are prejudicial to the best interest of the credit union, endanger or will endanger the safety or solvency of the credit union, or impair the interests of the members.
186.235(10)(a)2.
2. The officer, director, committee member or employee violates or permits the violation of this chapter, a rule promulgated under this chapter or an order of the office of credit unions.
186.235(10)(b)
(b) An officer, director, committee member or employee removed by the office of credit unions under
par. (a) shall be given an opportunity for a hearing before the review board within 30 days after the date on which the removal order is issued.
186.235(10)(c)
(c) An order of removal takes effect on the date on which it is issued. A copy of the order shall be served upon the credit union and upon the officer, director, committee member or employee in the manner provided by law or by mailing a copy to the credit union and officer, director, committee member or employee at their last-known post-office addresses. An officer, director, committee member or employee who is removed from office or employment under this subsection may not be elected as an officer or director of, or be employed by, a credit union without the approval of the office of credit unions and the review board. An order of removal under this subsection is a final order or determination of the review board under
s. 186.015.
186.235(10)(d)
(d) The office of credit unions may appoint any member of the credit union to fill a vacancy caused by a removal under this subsection. The person who is appointed shall hold office until the next annual meeting of the membership.
186.235(11)(a)(a)
Conditions for taking possession. The office of credit unions may take possession and control of the business and property of any credit union if the credit union violates this chapter or if the credit union does any of the following:
186.235(11)(a)6.
6. Neglects or refuses to comply with the terms of an order of the office of credit unions.
186.235(11)(a)7.
7. Refuses to submit its books, papers, records, accounts or affairs for inspection to a credit union examiner.
186.235(11)(a)9.
9. Receives notice of intent to terminate insured status by the national board.
186.235(11)(b)1.1. The office of credit unions may suspend, for a period of up to 120 days, an officer, director, committee member or employee of a credit union from engaging in credit union business if the office of credit unions finds the existence of any condition under
par. (a) 1. to
9. The office of credit unions may renew a suspension under this subdivision any number of times and for periods of up to 120 days if the office of credit unions finds that the condition or conditions continue to exist.
186.235(11)(b)2.
2. The office of credit unions shall suspend the business of a credit union, other than a corporate central credit union, if the credit union does not comply with
s. 186.34.
186.235(11)(c)1.1. The office of credit unions may take possession of the business and property of a credit union if the office finds the existence of any condition under
par. (a) 1. to
9.
186.235(11)(c)2.
2. The office of credit unions shall take possession of the business and property of a credit union that violates
s. 186.34, unless the office approves a merger under
s. 186.31.
186.235(11)(d)
(d)
Procedure on taking possession. Upon taking possession of the business and property of a credit union, the office of credit unions shall:
186.235(11)(d)1.
1. Serve a notice in writing upon the president and secretary of the credit union stating that the office of credit unions has taken possession and control of the business and property of the credit union. The notice shall be executed in duplicate, and immediately after service, one of the notices shall be filed with the clerk of the circuit court of the county in which the credit union is located together with proof of service.
186.235(11)(d)2.
2. Give notice to all individuals, partnerships, corporations, limited liability companies and associations known to the office of credit unions to be holding or in possession of any assets of the credit union.
