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(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 or contained in any report provided by a credit union other than any semiannual or quarterly financial report that is regularly filed with the office of credit unions. This requirement does not apply 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(7)(c)
(c) If any person mentioned in
par. (a) discloses any information about the private account or transactions of a credit union or any information obtained in the course of an examination of a credit union, except as provided in
pars. (a) and
(b), that person is guilty of a Class I felony.
186.235(7m)
(7m) Return of examination reports. Examination reports possessed by a credit union are confidential, remain the property of the office of credit unions, and shall be returned to the office of credit unions immediately upon request.
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.
186.235(11)(dg)
(dg)
Special deputies. The office of credit unions may appoint one or more special deputies as agent to assist in the duty of liquidation and distribution of the assets of one or more credit unions whose business and property the office of credit unions holds. A certificate of appointment shall be filed in the office of credit unions and a certified copy in the office of the clerk of the circuit court for the county in which the credit union is located. The office of credit unions may employ counsel and procure expert assistance and advice as necessary in the liquidation and distribution of the assets of the credit union, and may retain any officers or employees of the credit union that the office of credit unions considers to be necessary. The special deputies and assistants shall furnish security for the faithful discharge of their duties in an amount that the office of credit unions considers to be necessary. The special deputies may execute, acknowledge and deliver any deeds, assignments, releases or other instruments necessary to effect any sale and transfer or encumbrance of real estate or personal property and may borrow money for use in the liquidation after the liquidation has been approved by the office of credit unions and an order obtained from the circuit court of the county in which the credit union is located.
186.235(11)(dr)
(dr)
Special deputy duties. Upon taking possession of the property and business of the credit union, a special deputy is authorized to collect all moneys due to the credit union, and to do other acts necessary to conserve its assets and business, and shall proceed to liquidate the affairs of the credit union. The special deputy shall collect all debts due and claims belonging to the credit union, and upon a petition approved by the office of credit unions and upon order of the circuit court of the county in which the credit union is located, may sell or compound all bad or doubtful debts, or do any act or execute any other necessary instruments and upon petition and order may sell all the real and personal property of the credit union on such terms as the court shall approve.
186.235(11)(e)
(e)
Notice, allowance and payment of claims. The special deputy shall publish a class 3 notice, under
ch. 985, calling on all persons who may have a claim against the credit union to present the claim to the special deputy and make legal proof of the claim at a place and within a time, not earlier than the last day of publication, to be specified in the notice. The special deputy shall mail a similar notice to all persons, at their last-known address, whose names appear as creditors upon the books of the credit union. Proof of service of the notice shall be filed with the clerk of court. The special deputy may reject any claim. Any party interested may also file written objections to any claim with the special deputy and, after notice by registered mail of the rejection, the claimant shall be barred unless the claimant commences an action on the claim within 3 months. Claims presented after the expiration of the time fixed in the notice shall be entitled to an equitable share from the distribution of any assets remaining in the hands of the special deputy after properly filed claims have been paid.
186.235(11)(f)
(f)
Inventory of assets and statement of liabilities. Upon taking possession of the property and assets of the credit union, the special deputy shall make an inventory of the assets of the credit union, in duplicate, one to be filed in the office of credit unions and one in the office of the clerk of circuit court for the county in which the credit union is located. Upon the expiration of the time fixed for the presentation of claims, the special deputy shall make in duplicate a full and complete list of the claims presented, including and specifying the claims rejected by the special deputy, one to be filed in the office of credit unions, and one in the office of the clerk of circuit court for the county in which the credit union is located. The inventory and list of claims shall be open at all reasonable times to inspection.
186.235(11)(g)
(g)
Adjustment of loans and withdrawal value of shares. The value of shares pledged upon a loan to the credit union shall be applied and credited to the loan and the borrower shall be liable only for the balance. The rate of interest charged upon the balance shall be the legal rate. Upon the approval of the value by the office of credit unions and the circuit court of the county in which the credit union is located, the book value of each member may be reduced proportionately. At least 5 days' written notice of the determination of value shall be given to all shareholders of the time and place the value shall be submitted to the circuit court for approval. Approval of the circuit court shall be by an order entered under
s. 807.11 (2). Any stockholder or creditor of the credit union aggrieved by the determination of value may appeal to the court of appeals.
186.235(11)(h)
(h)
Compensation and expenses in connection with liquidation. The compensation of the special deputies, counsel and other employees and assistants, and all expenses of supervision and liquidation shall be fixed by the office of credit unions, subject to the approval of the circuit court for the county in which the credit union is located, and shall upon the certificate of the office of credit unions be paid out of the funds of the credit union. Expenses of supervision and liquidation include the cost of the services rendered by the office of credit unions to the credit union being liquidated. The cost of these services shall be determined by the office of credit unions and paid to the office from the assets of the credit union as other expenses of liquidation are paid. The moneys collected by the special deputy shall be deposited in a corporate central credit union, and, in case of the suspension or insolvency of a depository, such deposits shall be preferred before all other deposits.
186.235(11)(i)
(i)
Liquidating dividends. At any time after the expiration of the date fixed for the presentation of claims, the special deputy in charge of the liquidation of the credit union may, upon a petition approved by the office of credit unions and an order of the circuit court of the county in which the credit union is located, out of the funds remaining, after the payment of expenses and debts, declare one or more dividends, and may declare a final dividend to be paid to such persons, and in such amounts as may be directed by the circuit court.
186.235(11)(j)
(j)
Title passes to office of credit unions. Immediately upon filing the notice under
par. (d), the possession of all assets and property of the credit union shall be considered to be transferred from the credit union to and assumed by the office of credit unions. The filing of the notice shall of itself, and without the execution or delivery of any instruments of conveyance, assignment, transfer or endorsement, vest the title to all such assets and property in the office of credit unions. The filing shall also operate as a bar to any attachment, garnishment, execution or other legal proceedings against the credit union, or its assets and property, or its liabilities.
186.235(11)(k)
(k)
Effect of possession. No credit union shall have a lien, or charge for any payment, advance or clearance made, or liability thereafter incurred, against any of the assets of the credit union of whose property and business the office of credit unions shall have taken possession.
186.235(11)(L)
(L)
Appeal. If a credit union whose property and business the office of credit unions has taken possession of considers itself aggrieved by the office's action, it may, at any time within 30 days after the date of the taking, appeal to the credit union review board for relief from the possession by the office of credit unions. If the credit union review board sustains the office of credit unions, the credit union may, at any time within 30 days after the decision of the credit union review board, apply to the circuit court of the county in which the credit union is located to enjoin further proceedings. The court, after citing the office of credit unions to show cause why further proceedings should not be enjoined and after hearing all allegations and proofs of the parties and determining the facts, may upon the merits dismiss the application or enjoin the office of credit unions from further proceedings, and may direct the office to surrender the business and property to the credit union.
186.235(11)(m)
(m)
Reinstatement. After the office of credit unions takes over the possession and control of the business and property of a credit union, the credit union may resume business if all of the following apply:
186.235(11)(m)1.
1. The owners of at least two-thirds of the credit union dollar value of outstanding shares execute a petition to resume business, the form of which petition shall be prescribed by the office of credit unions.
186.235(11)(m)2.
2. There is submitted to the office of credit unions by the shareholders, or a committee selected by them, a plan for the reorganization and reinstatement of the credit union.
186.235(11)(m)3.
3. A request for continuation of federal share insurance has been submitted and accepted.
186.235(11)(m)4.
4. The office of credit unions recommends that control of the business and property of the credit union be returned to the shareholders.
186.235(11)(m)5.
5. The court in which the liquidation is pending, upon application of the office of credit unions, makes an order approving the office's recommendations, which order shall contain a finding that the credit union will be in a safe and sound condition when control is resumed by the shareholders.
186.235(11)(n)
(n)
Reinstatement upon restricted basis. In addition to the procedure under
par. (m), a credit union may resume business upon a restricted basis, and upon such limitations and conditions as may be prescribed by the office of credit unions when approved by the circuit court for the county in which the credit union is located, upon application of the office of credit unions. The restrictions and conditions may include a prohibition against the selling of new shares, reasonable restrictions upon withdrawals and the payment of other liabilities. On approval, the credit union shall be relieved from the control and supervision of the office of credit unions, but the approval does not prohibit the office from again proceeding against the credit union if conditions warrant the office's action.
186.235(11)(p)1.1. The special deputy shall deposit unclaimed liquidating dividends and unclaimed funds remaining unpaid in the hands of the special deputy for 6 months after the order for final distribution in a corporate central credit union in the office of credit unions' name in trust for the shareholders and creditors of the liquidated credit union. The office of credit unions shall annually report to the governor and the chief clerk of each house of the legislature for distribution to the legislature under
s. 13.172 (2) the names of credit unions of which the office has taken possession and liquidated, and the sums of unclaimed and unpaid liquidating dividends and unclaimed funds with respect to each of the credit unions and include a statement of interest earned upon those funds.
186.235(11)(p)2.
2. The office of credit unions may pay over the funds held by the office of credit unions under
subd. 1. to the persons entitled to the funds, upon being furnished satisfactory evidence of their right to the funds. In case of doubt or conflicting claims, the office of credit unions may require an order of the circuit court authorizing payment. The office of credit unions may apply the interest earned by the funds toward defraying the expenses in the payment and distribution of unclaimed liquidating dividends and unclaimed funds to the stockholders and creditors entitled to receive the dividends and funds.
186.235(11)(p)3.
3. One year after the date of the order for final distribution, the office of credit unions shall report and deliver to the secretary of revenue all unclaimed funds as provided in
ch. 177. All claims subsequently arising shall be presented to the office of credit unions. If the office of credit unions determines that any claim should be allowed, the office shall certify to the department of administration the name and address of the person entitled to payment and the amount of the payment and shall attach the claim to the certificate. The department of administration shall certify the claim to the secretary of revenue for payment.
