Amendment ASA1-AB596

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1995 - 1996 LEGISLATURE

ASSEMBLY SUBSTITUTE AMENDMENT 1, To 1995 ASSEMBLY BILL 596

November 8, 1995 - Offered by Committee on Financial Institutions.

AB596-ASA1,1,9 An Act to renumber 214.30 (1); to amend 214.04 (22), 214.095 (2), 214.305, 214.33 (2) (c), 214.49 (4), 214.49 (5) (intro.), 214.49 (8), 214.49 (9), 214.49 (12), 214.62 (1), 214.62 (2) (a), 214.62 (2) (b), 214.62 (2) (d), 214.62 (3), 214.62 (4) (a), 214.62 (4) (c), 214.625, 214.63, 214.65 (2) (a) and (b), 214.665 (1), 214.67, 214.755 (1) (c), 214.755 (2) and 214.93; to repeal and recreate 214.305, 214.345 (5), 214.345 (5), 214.49 (5) (intro.), 214.49 (12), 214.62 (3), 214.625, 214.63, 214.65 (2) (a) and (b), 214.665 (1), 214.67 and 214.93; and to create 214.30 (1) (b), 214.49 (9m) and 214.755 (1m) of the statutes; relating to: savings bank chapter revisions and providing a penalty.

The people of the state of Wisconsin, represented in senate and assembly, do enact as follows:

AB596-ASA1, s. 1 Section 1. 214.04 (22) of the statutes is amended to read:

AB596-ASA1,1,14 214.04 (22) To maintain real estate broker trust accounts under s. 452.13, attorney trust accounts under s. 757.293, collection agency trust accounts under s. 218.04 (9g), burial trust accounts under s. 445.125 and care funds and preneed trust funds under s. 157.19.

AB596-ASA1, s. 2 Section 2. 214.095 (2) of the statutes is amended to read:

AB596-ASA1,2,7 214.095 (2) In order to effect a reorganization under sub. (1), the board of directors of the original savings bank shall approve a plan providing for the reorganization. The plan shall be submitted for approval by a majority of the voting all votes entitled to be cast by members or stockholders of the savings bank at a meeting held in accordance with the savings bank's articles of incorporation and bylaws.

AB596-ASA1, s. 3 Section 3. 214.30 (1) of the statutes is renumbered 214.30 (1) (a).

AB596-ASA1, s. 4 Section 4. 214.30 (1) (b) of the statutes is created to read:

AB596-ASA1,2,14 214.30 (1) (b) A member has the right to share in the net profit of a mutual savings bank, after payment of creditors, if the savings bank liquidates. This right does not permit a member to claim a share of net profits absent a liquidation and does not permit a member to seek liquidation except in any manner permitted by the mutual savings bank's articles of incorporation or bylaws.

AB596-ASA1, s. 5 Section 5. 214.305 of the statutes is amended to read:

AB596-ASA1,2,25 214.305 Annual and special meetings. The date of the annual meeting of members or stockholders shall be specified in the bylaws. Failure to hold an annual meeting may not cause a dissolution of the savings bank. Special meetings may be called by the board of directors, by stockholders of not less than 20% of the outstanding stock, by members constituting not less than 20% of the eligible votes or by any other person designated in the bylaws. The commissioner may call a special meeting with not less than 7 days' written or oral notice. An annual or special meeting shall be held at the home office of the savings bank or in at another place within the same a county in which the savings bank maintains an office if specifically designated in the notice of the meeting.

AB596-ASA1, s. 6 Section 6. 214.305 of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

AB596-ASA1,3,12 214.305 Annual and special meetings. The date of the annual meeting of members or stockholders shall be specified in the bylaws. Failure to hold an annual meeting may not cause a dissolution of the savings bank. Special meetings may be called by the board of directors, by stockholders of not less than 20% of the outstanding stock, by members constituting not less than 20% of the eligible votes or by any other person designated in the bylaws. The division may call a special meeting with not less than 7 days' written or oral notice. An annual or special meeting shall be held at the home office of the savings bank or at another place within a county in which the savings bank maintains an office if specifically designated in the notice of the meeting.

AB596-ASA1, s. 7 Section 7. 214.33 (2) (c) of the statutes is amended to read:

AB596-ASA1,3,18 214.33 (2) (c) For any meeting at which the member or stockholder who gave a proxy is present, provided that before the taking of any vote, notice of the member's or stockholder's attendance and intention to vote at the meeting is given by that person to an official whom the savings bank shall identify at the meeting as having responsibility for maintaining a record of attendance.

AB596-ASA1, s. 8 Section 8 . 214.345 (5) of the statutes is repealed and recreated to read:

AB596-ASA1,3,25 214.345 (5) (a) Subject to the approval of the commissioner, a savings bank's bylaws shall provide for reasonable indemnification to its officers, directors and employes in connection with the faithful performance of their duties for the savings bank. For stock savings banks, the provisions shall be consistent with those under ss. 180.0850 to 180.0859. For mutual savings banks, the provisions shall be consistent with those under ss. 215.512 to 215.525.

AB596-ASA1,4,5 (b) The provisions relating to the limited liability of directors under s. 180.0828, as they apply to a director of a corporation, apply to a director of a stock savings bank. The provisions relating to the limited liability of directors and officers under s. 215.525, as they apply to a director or officer of a mutual savings and loan association, apply to a director or officer of a mutual savings bank.

AB596-ASA1, s. 9 Section 9 . 214.345 (5) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

AB596-ASA1,4,13 214.345 (5) (a) Subject to the approval of the division, a savings bank's bylaws shall provide for reasonable indemnification to its officers, directors and employes in connection with the faithful performance of their duties for the savings bank. For stock savings banks, the provisions shall be consistent with those under ss. 180.0850 to 180.0859. For mutual savings banks, the provisions shall be consistent with those under ss. 215.512 to 215.525.

AB596-ASA1,4,18 (b) The provisions relating to the limited liability of directors under s. 180.0828, as they apply to a director of a corporation, apply to a director of a stock savings bank. The provisions relating to the limited liability of directors and officers under s. 215.525, as they apply to a director or officer of a mutual savings and loan association, apply to a director or officer of a mutual savings bank.

AB596-ASA1, s. 10 Section 10. 214.49 (4) of the statutes is amended to read:

AB596-ASA1,5,4 214.49 (4) In bonds, notes or other evidences of indebtedness which are a general obligation of any city, town, village, county, technical college district or school district in this state. The total liability of any such A savings bank's total investments in a local governmental unit may not at any time exceed 50% of the capital of the savings bank. The A savings bank's total amount of investment in temporary borrowings of any such a local governmental unit maturing within one year from the date of issue may not exceed 60% of the capital of the savings bank. Temporary borrowings and longer-term general obligation borrowings of a single local governmental unit may be considered separately in arriving at the limitations under this subsection.

AB596-ASA1, s. 11 Section 11. 214.49 (5) (intro.) of the statutes is amended to read:

AB596-ASA1,5,20 214.49 (5) (intro.) With the prior written consent of the commissioner, a savings bank may invest in the initial purchase and development, or the purchase or commitment to purchase after completion, of home sites and housing for sale or rental, including projects for the reconstruction, rehabilitation or rebuilding of residential properties to meet the minimum standards of health and occupancy prescribed by a local governmental unit, the provision of accommodations for retail stores, shops and other community services that are reasonably incident to that housing, or in the stock of a corporation that owns one or more of those projects and that is wholly owned by one or more financial institutions. The total investment in any one project may not exceed 15% of the savings bank's capital, nor may the aggregate investment under this subsection exceed 50% of its capital. A savings bank may not make an investment under this subsection unless it is in compliance with the capital requirements under s. 214.43 and with the capital maintenance requirements of its deposit insurance corporation. The commissioner may approve the investment only if the savings bank shows all of the following:

AB596-ASA1, s. 12 Section 12. 214.49 (5) (intro.) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

AB596-ASA1,6,12 214.49 (5) (intro.) With the prior written consent of the division, in the initial purchase and development, or the purchase or commitment to purchase after completion, of home sites and housing for sale or rental, including projects for the reconstruction, rehabilitation or rebuilding of residential properties to meet the minimum standards of health and occupancy prescribed by a local governmental unit, the provision of accommodations for retail stores, shops and other community services that are reasonably incident to that housing, or in the stock of a corporation that owns one or more of those projects and that is wholly owned by one or more financial institutions. The total investment in any one project may not exceed 15% of the savings bank's capital, nor may the aggregate investment under this subsection exceed 50% of its capital. A savings bank may not make an investment under this subsection unless it is in compliance with the capital requirements under s. 214.43 and with the capital maintenance requirements of its deposit insurance corporation. The division may approve the investment only if the savings bank shows all of the following:

AB596-ASA1, s. 13 Section 13. 214.49 (8) of the statutes is amended to read:

AB596-ASA1,6,17 214.49 (8) In short-term commercial paper having a maturity from 2 to 270 days issued by a financial institution, corporation or other borrower. An investment under this subsection shall be in securities rated in one of the 4 2 highest categories by a nationally recognized rating service.

AB596-ASA1, s. 14 Section 14. 214.49 (9) of the statutes is amended to read:

AB596-ASA1,6,24 214.49 (9) A savings bank may purchase shares of, or otherwise acquire In an equity interest in, an insurance company and in or an insurance holding company organized to provide insurance for savings banks and persons affiliated with savings banks solely to the extent that ownership is a prerequisite to obtaining directors' and officers' insurance or blanket bond insurance for the savings bank through the company.

AB596-ASA1, s. 15 Section 15. 214.49 (9m) of the statutes is created to read:

AB596-ASA1,7,3 214.49 (9m) In shares of stock, whether purchased or otherwise acquired, in a corporation acquiring, placing and operating remote service units under s. 214.04 (21).

AB596-ASA1, s. 16 Section 16. 214.49 (12) of the statutes is amended to read:

AB596-ASA1,7,8 214.49 (12) In With the prior written approval of the commissioner, in financial futures transactions, financial options transactions, forward commitments or other financial products for the purpose of reducing, hedging or otherwise managing its interest rate risk exposure.

AB596-ASA1, s. 17 Section 17. 214.49 (12) of the statutes, as affected by 1995 Wisconsin Act .... (this act), is repealed and recreated to read:

AB596-ASA1,7,14 214.49 (12) With the prior written approval of the division, in financial futures transactions, financial options transactions, forward commitments or other financial products for the purpose of reducing, hedging or otherwise managing its interest rate risk exposure.

AB596-ASA1, s. 18 Section 18. 214.62 (1) of the statutes is amended to read:

AB596-ASA1,7,19 214.62 (1) A financial institution may merge into with a savings bank. The board of directors of the merging financial institution and of the savings bank, by resolution adopted by a vote of at least two-thirds of the members of each board, shall approve the plan of merger.

AB596-ASA1, s. 19 Section 19. 214.62 (2) (a) of the statutes is amended to read:

AB596-ASA1,7,23 214.62 (2) (a) The name of each merging financial institution, the name of the resulting savings bank financial institution, the location of the resulting home office and the location of other resulting offices.

AB596-ASA1, s. 20 Section 20. 214.62 (2) (b) of the statutes is amended to read:

AB596-ASA1,8,6 214.62 (2) (b) With respect to the resulting savings bank financial institution, the amount of capital, surplus, and reserve for operating expenses; the classes and the number of shares of stock, if a stock savings bank financial institution; the articles of incorporation and bylaws of the resulting savings bank financial institution; and a detailed financial statement showing the assets and liabilities after the proposed merger.

AB596-ASA1, s. 21 Section 21. 214.62 (2) (d) of the statutes is amended to read:

AB596-ASA1,8,10 214.62 (2) (d) Provisions governing the manner of disposing of any shares of stock of the resulting savings bank financial institution that are not taken by dissenting stockholders of a merging financial institution.

AB596-ASA1, s. 22 Section 22. 214.62 (3) of the statutes is amended to read: