214.30(1)(a)(a) A holder of a deposit account issued by a mutual savings bank shall be a member of the mutual savings bank. Joint ownership of an account constitutes one membership.
214.30(1)(b) (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.
214.30 History History: 1991 a. 221; 1995 a. 103.
214.305 History History: 1991 a. 221; 1995 a. 27, 103.
214.31(2) (2) For a special meeting or for an annual meeting that is to consider any proposition that requires an affirmative vote of two-thirds of the members or stockholders, the notice shall be provided to each member or stockholder by mail, postmarked between 10 and 40 days before the date of the meeting, and shall be displayed at each of the savings bank's offices as if for an annual meeting, beginning on the date notice is given. The notice shall state the time, place and purpose of the meeting.
214.315 214.315 Quorum for annual or special meetings. The articles of incorporation may specify a quorum requirement, but that requirement may not be less than one-third of the total number of votes entitled to vote at a meeting. A meeting, including one at which a quorum is not present, may be adjourned to a specified date without future notice.
214.315 History History: 1991 a. 221.
214.32 214.32 Voting.
214.32(2)(b) (b) A person holding one or more deposit accounts in a mutual savings bank shall have one vote for each $100 of the aggregate withdrawal value of the deposit accounts and one vote for any fraction of $100.
214.32(2)(e) (e) A stock savings bank shall state in its articles of incorporation that voting rights shall be vested exclusively in stockholders.
214.325 214.325 Record date for voting and other purposes.
214.33 214.33 Proxies.
214.33(1)(1) A proxy may be executed in writing by a member or stockholder or by the member's or stockholder's authorized representative.
214.33(2)(a) (a) Eleven months after the date of its execution, unless otherwise provided in the proxy.
214.335 214.335 Directors. The business and affairs of the savings bank shall be exercised by its board of directors. The board of directors may consist of the number of directors fixed by the bylaws, but may not be fewer than 5. At least two-thirds of the directors shall be residents of this state. A director shall have a fiduciary relationship with the savings bank.
214.34 214.34 Bonds of officers and directors.
214.34(1) (1) Every person appointed or elected to any position requiring the receipt, payment, management or use of savings bank money, or whose duties permit or require access to or custody of savings bank money or securities, or whose duties permit the regular making of entries in the books or other records of the savings bank, shall be bonded by a trust or company authorized to issue bonds in this state or by a fidelity insurance company licensed to do business in this state. A bond shall be in a form prescribed by the division and in an amount fixed by the board of directors. A bond shall be payable to the savings bank to indemnify the savings bank for any loss the savings bank may sustain through any dishonest or criminal act or omission by the bonded person, whether committed alone or in concert with others. A bond shall provide that cancellation of the bond by the surety or by the insured is not effective before 30 days' written notice is given to the division, unless the division approves an earlier cancellation.
214.34 History History: 1991 a. 221; 1995 a. 27.
214.342 History History: 1991 a. 221.
214.345(2) (2) The division may require disclosure by directors, officers and employees of their personal interest, directly or indirectly, in any business or transaction on behalf of or involving the savings bank and of their control of or active participation in enterprises having activities related to the business of the savings bank.
214.345(3) (3) An officer, director and employee shall avoid conflict of interest situations in which a person in a decision-making position must decide between his or her personal financial interests and those of the savings bank. The board of directors shall establish written policies and procedures reasonably calculated to identify potential conflicts of interest and to avoid placing an officer, director or employee in such a position.
214.345(4) (4) All of the following restrictions govern the conduct of directors and officers of savings banks:
214.345(4)(b) (b) A director may receive as remuneration reasonable fees, which may include deferred compensation arrangements, for services as a director or for service as a member of a committee of directors. A director who is also an officer or employee of the savings bank may receive compensation for service as an officer or employee, including deferred compensation arrangements.
214.345(4)(c) (c) A director or officer may not have any interest, direct or indirect, in the purchase at less than its face value of a deposit account of the savings bank.
214.345(4)(e) (e) An officer or director acting as proxy for a member of a mutual savings bank may not exercise, transfer or delegate that right for a private benefit or advantage, direct or indirect, that accrues to the officer or director nor surrender control or pass the officer's or director's office to any other for a private benefit or advantage, direct or indirect.
214.345(5) (5)
214.345(5)(a)(a) Subject to the approval of the division, a savings bank's bylaws shall provide for reasonable indemnification to its officers, directors and employees 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.
214.345 History History: 1991 a. 221; 1995 a. 27, 103; 1997 a. 35.
214.37 214.37 Access to books and records; communication with members and stockholders.
214.37(3) (3) A person shall have the right to inspect books and records of the savings bank that pertain to the person's deposit accounts or loans.
214.37(4)(a) (a) The preparation, examination, handling or maintenance of financial records by any officer, employee or agent of a savings bank having custody of records or examination of records by a certified public accountant or other person engaged by the savings bank to perform an audit.
214.37(4)(b) (b) The examination of financial records by, or the furnishing of financial records by a savings bank to, any officer, employee or agent of the division or a deposit insurance corporation for use solely in the exercise of that person's duties as an officer, employee or agent.
214.37(4)(d) (d) The making of reports or returns required under the internal revenue code.
214.37(4)(f) (f) The exchange in the regular course of business of credit information between a savings bank and another financial institution or a mortgage banker or between a savings bank and a consumer reporting agency.
214.37(4)(k)1. 1. An affidavit stating that the person has standing under s. 867.01 (3) (ac) or 867.02 (2) (ac) to petition for summary settlement or assignment of a decedent's estate or that the person is an heir of the decedent, or was guardian, as defined in s. 54.01 (10) or s. 880.01 (3), 2003 stats., of the decedent at the time of the decedent's death, and may obtain transfer of property of a decedent under s. 867.03.
214.37(4)(m) (m) The disclosure of financial records under a subpoena, summons, warrant or court order, if the savings bank mails a copy of the subpoena, summons, warrant or court order to the customer, if living, or the customer's personal representative, if known, at that person's last-known address by 1st class mail, postage prepaid, unless the savings bank is specifically prohibited from notifying the person under a state or federal law or by order of the court.
214.37(7)(b) (b) The savings bank gives each customer prior written notice of the savings bank's intent to furnish information about the customer and informs the customer that the customer has the right to prohibit the release by notifying the savings bank in writing on a form provided by the savings bank.
214.37(7)(c) (c) The person who is furnished a list agrees in writing not to furnish the list to another person.
214.375 214.375 Closing books. A savings bank shall close its books at least once annually and at such other times as the division may require. The date of the annual closing may be March 31, June 30, September 30 or December 31 or as otherwise provided by rule of the division.
214.375 History History: 1991 a. 221; 1995 a. 27.
214.40 214.40 Minimum capital.
214.40(2) (2) A stock savings bank may not commence business until it has a paid-in surplus equal to 20% of its capital. The division may waive this requirement for a financial institution that converts to a savings bank.
214.40(3) (3) A stock financial institution seeking to convert to a savings bank under s. 214.66 (1m) shall, before declaring a dividend on its capital stock, transfer not less than 50% of its net profits of the preceding half year to its paid-in surplus until it has paid-in surplus equal to 20% of capital stock.
214.40 History History: 1991 a. 221; 1995 a. 27; 2011 a. 32.
214.405 214.405 Evidence of capital.
214.405(2) (2) Stock is personal property and may be transferred as provided in this chapter and the bylaws of the savings bank.
214.41 214.41 Capital stock; nature. Capital stock shall constitute a secondary reserve out of which losses shall be paid after all other available reserves have been exhausted. The shares shall be nonwithdrawable, except as provided in s. 214.42, until all liabilities of the savings bank have been satisfied in full, including payment of the withdrawal value of all deposit accounts.
214.42 214.42 Retirement or reduction of capital stock.
214.42(2) (2) If the division approves the proposal, the savings bank's board of directors may request in writing an appraisal of the value of the capital stock. The division shall order an appraisal to be made at the expense of the savings bank.
214.42(3) (3) The proposal shall be submitted to the stockholders at an annual or special meeting. It shall be adopted if it receives the affirmative vote of the holders of two-thirds or more of the outstanding shares of stock. The proposal takes effect upon completion of the procedure under s. 214.25 for the amendment of articles of incorporation.
214.42(4) (4) A savings bank may amend its articles of incorporation in accordance with the procedure under s. 214.25 to reduce its capital stock, but may not reduce its capital stock to an amount less than the minimum initial capital stock required to organize a savings bank.
214.42 History History: 1991 a. 221; 1995 a. 27.
214.43 214.43 Capital maintenance.
214.43(1)(1) A savings bank shall maintain total capital of not less than 6% of total assets. This is the minimum capital level acceptable for a savings bank that is well-managed and whose overall financial condition is fundamentally sound. If the division determines that the financial condition or history, management or earnings prospects of a savings bank are not adequate, the division may require a higher minimum capital level for the savings bank.
214.43(3) (3) The board of directors may establish and maintain specific reserves, as it considers to be advisable, to provide for losses or liabilities. Losses may be charged to those reserves as the board of directors may determine.
214.435 214.435 Dividends.
214.435(1)(1) Subject to the restrictions in this section and the savings bank's bylaws, the board of directors from time to time may declare dividends on stock.
214.435(2) (2) The board of directors may not declare dividends if the total capital of the savings bank is less than that required under s. 214.43.
214.435(3) (3) The board of directors may quarterly, semiannually or annually declare a dividend on capital stock of so much of the net profits of the savings bank that the board determines to be expedient, except that until the paid-in surplus of the savings bank equals its capital stock, a dividend may not be declared unless there has been transferred to paid-in surplus not less than 10% of the net profits of the preceding half year in the case of quarterly or semiannual dividends, or not less than 10% of the net profits for the preceding year in the case of annual dividends. A stock dividend may be declared out of retained earnings with the written approval of the division.
214.435(4) (4) The written approval of the division is required before any dividends on stock that exceed 50% of the savings bank's net profits of that year may be declared in any calendar year.
214.435 History History: 1991 a. 221; 1995 a. 27.
214.44 History History: 1991 a. 221.
subch. VII of ch. 214 SUBCHAPTER VII
214.48(2) (2) A savings bank may not make a loan or investment authorized by this subchapter unless the savings bank first determines that the type, amount, purpose and repayment provisions of the loan or investment in relation to the borrower's or issuer's resources and credit standing support the reasonable belief that the loan or investment will be financially sound and will be repaid according to its terms and that the loan or investment is not unlawful.
214.48(3) (3) Each loan or investment that a savings bank makes or purchases, in whole or in part, shall be adequately underwritten and reserved against as necessary in accordance with its payment performance, and in accordance with rules of the division.
214.48(4) (4) Every appraisal or reappraisal of property that a savings bank is required to make shall be made by one of the following:
214.48(4)(a) (a) An independent qualified appraiser, designated by the board of directors, who is properly licensed and certified by the department of safety and professional services or by another entity authorized to govern appraisal licensure and certification and who meets the requirements of title XI of the financial institutions reform, recovery and enforcement act of 1989, 12 USC 3331 to 3351 and regulations adopted pursuant to those sections.
214.48(4m) (4m)
214.48(4m)(a)1. 1. The market value of the security offered.
214.48(4m)(a)3. 3. The certification and signature of the appraiser.
214.48(4m)(a)4. 4. A statement that the appraiser has personally examined the described property.
214.48(4m)(c) (c) An appraisal shall be retained by the savings bank.
214.48 History History: 1991 a. 221; 1995 a. 27; 2011 a. 32.
214.48 Cross-reference Cross-reference: See also ss. DFI-SB and 3.06 and 3.09, Wis. adm. code.
214.485 214.485 Investment in loans. Subject to rules of the division, a savings bank may lend funds under any of the following conditions or for any of the following purposes:
214.485(1) (1) On the security of deposit accounts, but such a loan may not exceed the withdrawal value of the pledged account and each deposit account loan shall be evidenced by a note and a pledge of the deposit account.
214.485(2)(a) (a) The value of the real estate is sufficient to provide security for the loan.
214.485(2)(b) (b) Evidence of title is established.
214.485(2)(c) (c) The security interest in the real estate is evidenced by an appropriate written instrument and the loan is evidenced by a note, bond or similar written instrument.
214.485(3) (3) For the purpose of repair, improvement, rehabilitation or furnishing of real estate.
214.485(4) (4) For the purpose of financing or refinancing an existing ownership interest in certificates of stock, certificates of beneficial interest, other evidence of an ownership interest in, or a proprietary lease from a corporation, limited liability company, trust, or partnership formed for the purpose of the cooperative ownership of real estate, secured by the assignment or transfer of certificates or other evidence of ownership of the borrower.
214.485(5) (5) Through the purchase in whole or in part of loans that, at the time of purchase, the savings bank could make under this chapter and its bylaws.
214.485(8) (8) Through secured or unsecured loans for business, corporate, commercial or agricultural purposes. Unless a greater amount is authorized in writing by the division, the total of all loans granted under this subsection may not exceed 20% of the savings bank's total assets.
214.485(11) (11) For loans made through credit cards or credit card accounts.
214.485(12) (12) Through issuance of letters of credit or other similar arrangements as provided for by rules of the division with regard to aggregate amounts permitted, take-out commitments for stand-by letters of credit, underlying documentation and underwriting, legal limitations on loans of the savings bank, control and subsidiary records and other procedures considered to be necessary by the division.
214.485(14) (14) For the purpose of financing educational expenses.
214.485(15) (15) Through revolving lines of credit on the security of a first or junior lien on the borrower's personal residence, or on other residential real estate based primarily on the borrower's equity, the proceeds of which may be used for any purpose.
2011-12 Wisconsin Statutes updated through 2013 Wis. Act 380 and all Supreme Court Orders entered before Dec. 13, 2014. Published and certified under s. 35.18. Changes effective after Dec. 13, 2014 are designated by NOTES. (Published 12-13-14)