A mutual association may not implement a reorganization plan unless the plan is approved by all of the following:
Two-thirds of the directors of the mutual association.
Notice of a meeting to vote on a reorganization plan shall be sent to members at least 10 days before the meeting. The notice shall state the time, place and purpose of the meeting, shall provide a summary of the reorganization plan and shall provide any other information that the division requires.
An affirmative vote by a majority of all votes entitled to be cast by members shall be required to approve a reorganization plan.
Within 10 days after a reorganization plan receives member approval, the mutual association shall submit to the division a copy of the minutes of the meeting at which the plan is approved. The secretary of the mutual association shall certify that the minutes show that the members approved the reorganization plan.
The division may approve a reorganization plan if the division finds that all of the following conditions exist:
The reorganization plan is fair to all members in the reorganizing mutual association.
The reorganization plan protects the interest of savers whose savings accounts are transferred to the stock association.
The reorganization plan complies with rules promulgated by the division governing the reorganization of a mutual association into a mutual savings and loan holding company and the operation of a mutual savings and loan holding company.
Certificate of reorganization.
If the division determines that the mutual association has complied with the requirements of this subsection and has implemented the reorganization plan as approved, the division shall issue a certificate of reorganization evidencing that the mutual association has been reorganized into a mutual savings and loan holding company. The date specified in the certificate shall be the effective date of reorganization. On the date specified in the certificate, the mutual association ceases to exist but its legal existence continues as a mutual savings and loan holding company. The certificate shall be recorded with the register of deeds in the county in which the home office of the mutual association was located and in the county in which the registered office of the mutual savings and loan holding company is located.
Unless the reorganization plan provides otherwise, a director of a mutual association continues to serve as a director of the mutual savings and loan holding company for the duration of the director's term.
Unless the reorganization plan or the proxy provides otherwise, a proxy that may be cast on behalf of a mutual association member may be cast on behalf of a mutual savings and loan holding company member until the proxy is revoked or superseded under sub. (2) (d)
Effect of reorganization or absorption.
When a mutual association reorganizes under sub. (1)
or is absorbed by a subsidiary of a mutual savings and loan holding company under s. 215.53
, a member of the mutual association becomes a member of the mutual savings and loan holding company. On the effective date of the reorganization or absorption, a member's rights in the mutual association end and a member's rights in the mutual savings and loan holding company begin.
Who may be a member.
A person becomes a member of a mutual savings and loan holding company by owning a savings account in an association that is a subsidiary of the savings and loan holding company, unless the savings account is evidenced by a negotiable certificate of deposit that is not in registered form.
A member of a mutual savings and loan holding company shall have one vote for each $100 or additional fraction of $100 of the withdrawal value of each of the member's savings accounts in a subsidiary association of the mutual savings and loan holding company, as the savings accounts appear on the books of an association at the end of a day selected by the board of directors of the mutual savings and loan holding company. The board may not select a day to determine the withdrawal value of savings accounts that is more than 60 days before the day at which a vote is taken.
Members of a mutual savings and loan holding company may vote in person or by proxy at any meeting. A proxy shall be in writing and signed by the member or the member's authorized attorney. A proxy filed with the secretary shall, unless specified in the proxy, continue in force until revoked by a written notice to the secretary or until superseded by another proxy.
Membership in a mutual savings and loan holding company ends if the member withdraws the full withdrawal value of all savings accounts in subsidiary associations. A member who requests the full withdrawal value of the member's savings accounts remains a member until the withdrawal value is paid in full.
Powers of holding company.
A mutual savings and loan holding company may do any of the following:
Invest in or acquire an association or a savings bank.
Acquire an association or savings bank by the absorption of the association or savings bank by a subsidiary association of the savings and loan holding company.
Acquire or merge with a mutual savings and loan holding company or a mutual savings bank holding company.
Convert to a stock savings and loan holding company under s. 215.58
or to a stock savings bank holding company.
Furnish or perform management services for a subsidiary.
Hold, manage or liquidate assets owned by or acquired from a subsidiary.
Hold or manage property used by the mutual savings and loan holding company or a subsidiary.
Unless limited or prohibited by the division, engage in any activity that the federal reserve board permits a bank holding company to engage in under 12 CFR 225
, subpart C, promulgated pursuant to 12 USC 1843
(c) or any activity that the federal savings and loan insurance corporation authorized a multiple savings and loan holding company to engage in directly on March 5, 1987.
Dissolve itself and the stock association chartered under sub. (1) (b) 1.
and convert itself and the stock association into a mutual association or mutual savings bank under a plan, approved by the division, that provides that the converting mutual savings and loan holding company ceases to engage in activities that the converted association or savings bank may not engage in and that provides that stock in a subsidiary association or savings bank that is not held by the converting mutual savings and loan holding company is redeemed.
Powers of subsidiaries.
This subsection does not limit the powers of an association that is a subsidiary of a mutual savings and loan holding company.
Stock in subsidiary.
Under a plan approved by the division, a stock association that is a subsidiary of a mutual savings and loan holding company may issue any number of nonvoting shares and less than 50 percent of the voting shares of the stock association to persons other than the mutual savings and loan holding company.
CAPITAL STOCK SAVINGS AND LOAN ASSOCIATIONS; ORGANIZATION AND MANAGEMENT
Incorporation of a capital stock savings and loan association. 215.60(1)(a)(a)
A corporation organized under this subchapter shall be known as a capital stock association. The words “savings and loan association" or “savings association" shall form part of the name of every capital stock association so organized.
No corporation other than a corporation organized under this subchapter or subch. II
may use a name embodying those words. No association may adopt a name identical to that of any other association or so similar to an existing association name as to be misleading.
An association shall include the word “savings" in its name if its name includes the word “bank". This paragraph does not apply to an association name if the association obtained approval for use of the name from the division before February 12, 1992.
The division by rule shall determine:
The minimum number of stockholders required to organize a capital stock association in any locality.
The minimum amount of capital stock and additional paid-in capital.
Such other requirements as the division deems necessary or desirable.
Who may organize.
Any individual who is a resident of this state may apply to the division for authority to incorporate a stock association under this section. The individual applying is the incorporator.
Application to organize.
The application to organize a capital stock association shall set forth:
The name, residence and occupation of each incorporator.
The amount of initial capital stock and additional paid-in capital.
The need for an association in the locality in which the proposed association intends to locate.
The name and addresses of the initial directors.
Such other information as the division requires.
The incorporators shall pay to the division a $500 fee, which sum shall be paid by the division into the general fund to the credit of the division. Applicants shall also be liable for any other direct costs incurred by the division or review board for any transcripts of hearings, per diems and travel expenses.
Notice of application and hearing thereon.
Upon receipt of a properly executed application, the division shall, within 30 days, assign a date and place for hearing on the application and notice thereof shall be given as provided in s. 215.40 (7)
Certificate of authority; when issued.
If the application to organize a capital stock association is approved, the division shall issue to the incorporators a certificate of authority to effect a temporary organization, consisting of a chairperson, a secretary and a treasurer; to adopt articles of incorporation; to adopt bylaws; to adopt rules for the procedure of the incorporators; to conduct meetings; and to open subscription books for the sale of capital stock and also open subscription books for savings accounts.
Powers of incorporators.
Until completion of its organization, incorporators of a stock association may exercise such other powers as are conferred upon the incorporators of other corporations, if such powers are not in conflict with this chapter.
Surety bonds of officers.
The incorporators of a capital stock association shall provide a surety bond in a suitable amount from the treasurer and other officers who may handle funds of the temporary organization.
Certificate of authority, when voided.
The certificate of authority as described in sub. (7)
shall be void after 180 days from its date, but the division may, for cause, extend the life of the certificate for such time as the division deems advisable.
Within the time prescribed in sub. (10)
, the incorporators of the proposed capital stock association shall file with the division a certificate stating:
That articles of incorporation have been executed, filed with and approved by the division and recorded;
That a meeting of stockholders was held and that directors and officers acceptable to the division were elected at the meeting;
That bylaws were adopted and filed with and approved by the division;
That the minimum number of required stockholders subscribing for capital stock was obtained, and that the stockholders, in the aggregate, paid to the association the required minimum amount of capital stock and additional paid-in capital;
That the funds, representing the initial sale of capital stock and additional paid-in capital, have been deposited in the association's designated depository bank;
That ground floor, independent office quarters have been obtained for the proposed association;
That insurance of savings accounts has been obtained from the deposit insurance corporation or other instrumentality approved by the division; and
That a competent person, fully conversant with savings and loan laws and regulations, has been engaged to handle the affairs of the proposed association.
No business, other than that of completing the organization of the proposed capital stock association, may be transacted until such time as the division issues a certificate of incorporation to the association to commence business.
Certificate of incorporation, when issued.
Upon receipt of the certificate of compliance from the incorporators, described in sub. (11)
, and after all fees have been paid, the division may within 90 days issue a certificate of incorporation to the association authorizing the association to commence business. The date appearing on the certificate of incorporation shall be the date of the corporate existence of the association.
Certificate of incorporation, when voided.
Any capital stock association failing to commence business within 6 months from the date of the certificate of incorporation shall have its corporate existence terminated, and its articles of incorporation and certificate of incorporation shall be voided, but the division may for cause, extend the life of such certificate for such time as the division deems advisable.
The division shall have the discretionary power in the granting of certificates of authority to incorporators desiring to organize capital stock associations. The division may refuse to issue certificates of incorporation to the incorporators of a capital stock association to commence business when, in the division's opinion, the incorporators or any of them are not of such character and general fitness as to warrant belief that the association will be conducted for the best interests of the public; the location of the proposed association is so close to an existing association that undue harm might result, or the support of the new association might not be such as to assure its success; or when other good and sufficient reasons exist for such refusal.
Appeal by applicants.
If the division refuses to grant a certificate of authority or a certificate of incorporation and the applicants feel aggrieved thereby, they may appeal to the review board to review the division's determination.
Applicability of chapter 180.
The provisions of ch. 180
not in conflict with this chapter shall apply to all capital stock associations.
See also ch. DFI-SL 18
, Wis. adm. code.
Articles of incorporation for capital stock associations. 215.61(1)(1)
The articles of incorporation of a stock association shall be approved by the division. The division shall, with the approval of the review board, promulgate rules governing articles of incorporation.
Filing and approval.
Duplicate originals of the articles of incorporation executed by the incorporators, and any subsequent amendments thereto adopted by the stockholders of the association, shall be filed with and approved by the division.
Articles of incorporation and amendments to the articles shall be recorded in the office of the register of deeds of the county in which the home office of the association is located.
Amendments to the articles of incorporation may be made at any annual or special meeting of the stockholders duly called for that purpose. A statement of the nature of the proposed amendment shall be included in the notice of the meeting. The vote required for adoption of an amendment shall be prescribed in the articles but shall not be less than the affirmative vote of a majority of the eligible votes.