Articles of incorporation for mutual associations. 215.41(1)(1)
The articles of incorporation of a mutual association shall be approved by the division. The division shall, with the approval of the review board, promulgate rules governing articles of incorporation.
(2) Filing and approval.
Duplicate originals of the articles of incorporation executed by the incorporators, and any subsequent amendments thereto adopted by the members of the association, shall be filed with and approved by the division.
Upon their approval by the division, articles of incorporation and amendments thereto shall be recorded in the office of the register of deeds of the county in which the home office of the association is located.
(4) Amendment procedure.
Amendments to the articles of incorporation may be made at any annual or special meeting of the members duly called for that purpose, provided that a statement of the nature of the proposed amendment is included in the notice of meeting. The proposed amendment shall be adopted upon receiving the affirmative vote of a majority of the total eligible votes thereon, pursuant to s. 215.43 (4)
(5) Effective date.
The effective date of articles of incorporation and amendments thereto shall be the date when left for record in the office of the register of deeds. The register of deeds shall forward a certificate of recording to the division.
History: 1975 c. 359
; Stats. 1975 s. 215.41; 1979 c. 287
; 1983 a. 167
; 1991 a. 316
; 1995 a. 27
See also ss. DFI-SL 9.01
, Wis. adm. code.
Bylaws of mutual associations. 215.42(1)
The bylaws of a mutual association shall be approved by the division. The division shall, with the approval of the review board, promulgate rules governing bylaws.
(2) Filings and approval.
Duplicate originals of the bylaws and any subsequent amendments thereto shall be filed with and approved by the division.
(3) Effective date.
The effective date of bylaws and amendments thereto shall be the date when approved by the division.
(4) Bylaws available to members.
Each association shall have its bylaws prepared in convenient form and upon request shall furnish a copy to any member.
(5) Amendments to bylaws.
The bylaws of the association may be amended as prescribed therein.
History: 1975 c. 359
; Stats. 1975 s. 215.42; 1983 a. 167
; 1991 a. 316
; 1995 a. 27
See also ch. DFI-SL 10
, Wis. adm. code.
Members and voting rights in a mutual association. 215.43(1)(1)
Who may become a member.
Any person, including but not limited to a partnership, corporation, fiduciary, association or federal agency, may become a member of any mutual association by owning a savings account in the association unless the savings account is evidenced by a negotiable certificate of deposit which is not in registered form. As of March 29, 1984, no person is a member of a state chartered mutual savings and loan association solely because the person has borrowed money from the association regardless of when the borrowing occurred.
(2) Ownership of savings accounts by minors.
With respect to any account created before July 1, 1975:
Minors under 14 years of age may own savings accounts held by a trustee or guardian.
Minors above the age of 14 years may own savings accounts, and shall then be subject to the same duties and liabilities as adult members. Payment for the withdrawal of savings accounts may, in the discretion of the board, be made to such minor, the parents or guardian, and the payments made on such withdrawals shall be valid, as well as payments on forfeited savings accounts or redeemed savings accounts.
(3) Meetings of members.
Annual and special meetings of members shall be held in accordance with the method prescribed in the bylaws.
Each saver in a mutual association shall have one vote for each $100 or additional fraction of $100 of the withdrawal value of each of the saver's savings accounts as they appear on the books of the association at the end of a day determined by the board which shall be not more than 60 days preceding the first day of a meeting at which a vote is taken.
At any meeting of members, voting may be in person or by proxy. Every proxy shall be in writing and signed by the member or the member's duly authorized attorney in fact.
If a member appears at a meeting, the member's proxy shall be void for that meeting.
Any proxy, when filed with the secretary, shall, unless otherwise specified in the proxy, continue in force from year to year until revoked by a written notice delivered to the secretary or until superseded by subsequent proxies.
(5) Termination of membership.
Any member who has made a request for the withdrawal of the member's savings account remains a member and has all rights, privileges and duties of a member, until the withdrawal value of the savings account is paid.
Directors of a mutual association. 215.50(1)
The government and management of a mutual association shall be vested in a board of directors, who are charged with the responsibility of compliance with this chapter, orders of the division, rules of the division promulgated under ch. 227
, the articles of incorporation and bylaws of the association, and other laws applicable to savings and loan operations.
(2) Qualifications of directors and composition of the board. 215.50(2)(a)(a)
To qualify as a director of a mutual association, a member must have a savings account in the association, the withdrawal value of which is at least $500. A director automatically ceases to be a director when the withdrawal value of his or her savings account is less than $500.
At least two-thirds of the directors shall reside in this state.
(3) Number of directors.
The board of directors shall consist of such number as designated in the bylaws.
(4) Election of directors.
The directors shall be elected by the members in accordance with the bylaws.
(5) Vacancy on board of directors.
Any vacancy on the board of directors may be filled by the majority vote of the remaining directors in accordance with the bylaws.
(6) Oath of directors.
Upon election, every director shall take and subscribe an oath that the director will diligently and honestly perform the duties of such office and will not knowingly violate or willingly permit to be violated this chapter, any rule of the division, the articles of incorporation or bylaws under which the association operates, or any other law applicable to savings and loan operations.
(7) Directors to fix compensation.
The compensation of officers, directors, employees and committee members shall be fixed by a majority vote of the board of directors in accordance with the bylaws. In addition, the board of directors may, by resolution, create a fund or join a pension system or enter into deferred compensation agreements for the retirement of its directors, officers and employees, subject to specific, prior approval of the division.
(8) May establish executive committee.
The board of directors may appoint and remove, by resolution, an executive committee, the members of which shall be directors, and which committee shall have the power of the board when not in session.
The board of directors shall hold regular or special meetings in accordance with the bylaws.
Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including an executive committee meeting, of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:
All participating directors may simultaneously hear each other during the meeting.
All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.
If a meeting will be conducted through the use of any means described in par. (b)
, all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (b)
is deemed to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.
(10) Promulgation of rules.
The board of directors, may by resolution, adopt rules and regulations for the conduct of business, provided that they are consistent with this chapter, the rules of the division, and the association's articles of incorporation and bylaws.
The board may remove a director who violates this chapter, the rules of the division, the articles of incorporation, the bylaws, orders of the division or any other law applicable to savings and loan operations. The board may remove a director only after affording the director a hearing.
The board may remove any officer of the association who is elected or appointed by the board whenever in its judgment removal is in the best interest of the association.
Officers of a mutual association. 215.51(1)(a)(a)
The general officers of a mutual association shall be:
Such other officers as the directors by resolution designate.
(2) When elected.
Immediately following each annual meeting of members, the directors shall convene and elect general officers for the ensuing year, in accordance with the bylaws.
(3) Duties of officers.
The officers shall, in addition to the duties and functions prescribed in the articles of incorporation and the bylaws, perform such other duties as are delegated by the directors.
(4) Filling vacancies.
Whenever any vacancy occurs in any general office, the directors shall, as soon as practicable, fill such vacancy by an election for the then unexpired term.
History: 1975 c. 359
; Stats. 1975 s. 215.51; 1983 a. 167
Definitions applicable to indemnification and insurance provisions.
In ss. 215.512
"Director or officer" means any of the following:
A natural person who is or was a director or officer of a mutual association.
A natural person who, while a director or officer of a mutual association, is or was serving at the mutual association's request as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of another mutual association or foreign association, corporation, limited liability company, partnership, joint venture, trust or other enterprise.
A natural person who, while a director or officer of a mutual association, is or was serving an employee benefit plan because his or her duties to the mutual association also imposed duties on, or otherwise involved services by, the person to the plan or to participants in or beneficiaries of the plan.
Unless the context requires otherwise, the estate or personal representative of a director or officer.
"Expenses" include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
"Liability" includes the obligation to pay a judgment, settlement, forfeiture, or fine, including any excise tax assessed with respect to an employee benefit plan, plus costs, fees, and surcharges imposed under ch. 814
, and reasonable expenses.
"Mutual association" means a mutual savings and loan association organized under this subchapter and any domestic or foreign predecessor of the mutual association where the predecessor mutual association's existence ceased upon the consummation of a merger or other transaction.
"Party" means a natural person who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
"Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the mutual association or by any other person.
Mandatory indemnification. 215.513(1)
A mutual association shall indemnify a director or officer, to the extent he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in the proceeding if the director or officer was a party because he or she is a director or officer of the mutual association.
In cases not included under sub. (1)
, a mutual association shall indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer of the mutual association, unless liability was incurred because the director or officer breached or failed to perform a duty he or she owes to the mutual association and the breach or failure to perform constitutes any of the following:
A willful failure to deal fairly with the mutual association or its members in connection with a matter in which the director or officer has a material conflict of interest.
A violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.
A transaction from which the director or officer derived an improper personal profit.
Determination of whether indemnification is required under this subsection shall be made under s. 215.514
The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this subsection.
A director or officer who seeks indemnification under this section shall make a written request to the mutual association.