(14) Discretionary authority.
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.
(15) 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.
(16) 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.
(2) 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.
(4) Amendment procedure.
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.
(5) Effective date.
The effective date of the articles of incorporation and amendments thereto shall be the date when left for record in the office of register of deeds. The register of deeds shall forward a certificate of recording to the division.
See also ch. DFI-SL 9
, Wis. adm. code.
Bylaws of stock associations. 215.62(1)
The bylaws of a stock association shall be approved by the division. The division shall, with the approval of the review board, promulgate rules governing bylaws.
(2) Filing and approval.
Duplicate originals of the bylaws and amendments thereto shall be filed with and approved by the division.
(3) Effective date.
The effective date of bylaws and subsequent amendments thereto shall be the date on which such bylaws or amendments are approved by the division.
(4) Bylaws available to stockholders.
Each stock association shall have its bylaws in convenient form and upon request shall furnish a copy to any stockholder.
(5) Amendment to bylaws.
The bylaws of the association may be amended as prescribed in the association's bylaws or articles of incorporation.
See also s. DFI-SL 10.02
, Wis. adm. code.
Control of association by holding company. 215.64(1)(1)
A savings and loan holding company shall be deemed to be engaged in the savings and loan business and shall be subject to the supervision and control of the division. Such savings and loan holding company shall file reports of its financial condition when requested by the division, and the division may order an examination of its solvency and economic condition whenever, in the division's opinion, an examination is required. The cost of the examination shall be paid by the savings and loan holding company. Whenever in the opinion of the division, the condition of the savings and loan holding company shall endanger the safety of the savings capital of any savings and loan association which it owns or in any manner controls, or the operation of such savings and loan holding company shall be carried on in a manner which endangers the safety of such savings and loan association or its savers, or is contrary to the public interest, the division may order the savings and loan holding company to remedy such condition or policy within 90 days. If the division's order is not complied with, the division may fully direct the operation of such savings and loan association or savings and loan holding company until the order is complied with, and may withhold all dividends from the institution whose operation the division directs during the period in which the division exercises such authority.
(2) Subsection (1)
shall apply to any foreign corporation, association, investment trust, or other form of trust which shall be authorized to do business in Wisconsin.
All of the foregoing provisions of this section relating to companies shall apply equally to all other forms of organization, whether so specifically stated or not, but nothing contained in this section shall be construed to prohibit any trust company bank, or state or national bank, authorized to administer or execute trusts, to accept and carry out the provisions of any personal trust, or any trust created by will where the owner of savings and loan association stock shall create a trust for the owner's benefit during the owner's lifetime, or shall provide by will a trust in savings and loan association stock for the benefit of the owner's heirs, and trusts so created shall not be deemed to come within the provisions of this section.
History: 1971 c. 229
; 1975 c. 359
; Stats. 1975 s. 215.64; 1989 a. 242
; 1991 a. 316
; 1995 a. 27
The board of a stock association may declare and pay dividends, subject to the orders and rules of the division.
Directors of a stock association. 215.70(1)
The management of a stock association shall be vested in a board of directors, who are charged with the responsibility of complying 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) Directors to fix compensation.
The compensation of officers, directors, employees and committee members, including but not limited to pension or deferred compensation agreements, shall be fixed by a majority vote of the board of directors in accordance with the bylaws.
The board shall hold 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 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.
(4) Promulgation of rules.
The board may by resolution adopt rules for the conduct of business by the association, provided they are consistent with this chapter, the rules of the division, and the articles of incorporation and bylaws of the association.
(5) Qualification of directors.
At least two-thirds of the directors shall reside in this state.
See also ss. DFI-SL 2.02
, and 7.02
, Wis. adm. code.
Officers of stock association. 215.71(1)(a)(a)
The general officers of a stock association shall be:
Such other officers as the board of directors by resolution designate.
(2) When elected.
Immediately following each annual meeting of stockholders the directors shall convene and elect general officers for the ensuing year, in accordance with the bylaws.
(3) Duties of officers.
In addition to the duties and functions prescribed in the articles of incorporation and the bylaws, the officers shall perform such other duties as are delegated by the directors.
(4) Filling vacancies.
If a vacancy occurs in any general office, the directors shall, as soon as practicable, fill such vacancy by an election for the duration of the unexpired term.
History: 1975 c. 359
; 1983 a. 167
General operations of a stock association.
The general operation of a stock association shall comply with this subchapter and applicable provisions of subch. I
History: 1975 c. 359
Absorption involving stock associations. 215.73(1)(a)(a)
With the consent of the division and subject to any condition that the division prescribes, a stock association organized under this chapter may absorb or be absorbed by a thrift institution, with the affirmative vote of at least two-thirds of the board of the association and of the thrift institution.
The absorbed thrift institution shall transfer its assets and liabilities to the absorbing thrift institution but not to defeat or defraud creditors.
Upon absorption the rights, franchises and property interests of the absorbed thrift institution shall be deemed to be transferred to the absorbing thrift institution, which shall hold and enjoy same, in the same manner and to the same extent as the absorbed thrift institution.
Stockholders of a thrift institution absorbed under this section may be compensated by converting the shares of the absorbed thrift institution into, in whole or in part: shares, obligations or other securities of the absorbing thrift institution or of any other thrift institution or corporation; or cash or other thing of value.
All savers in the absorbed thrift institution shall be owners of savings accounts of the same withdrawal value in the absorbing thrift institution.
(3) Withdrawal requests.
Any saver in an absorbed thrift institution, who intends to file a written withdrawal request for savings accounts within one year after the date of approval of such absorption by the division, may do so by giving 90 days' written notice of such intention, and the savings accounts shall be withdrawn as provided in s. 215.17
Voluntary liquidation of a stock association. 215.76(1)(1)
Procedure for voluntary liquidation. 215.76(1)(a)(a)
A stock association may go into liquidation by a majority vote of the outstanding capital stock of the association at a stockholders' meeting held especially for that purpose, after 30 days' notice to each stockholder.
When an association has voted to liquidate, the board shall cause notice of this fact to be:
Certified to the division under the seal of the association, by its president and secretary.
Published as a class 3 notice, under ch. 985
, in the county in which an office of the association is located, calling on all persons who have claims against the association to present them to the association and make proof thereof at a specified place and time.
Mailed to all persons who appear as creditors on the books of the association and to all savers in the association.
(2) Period of liquidation.
A stock association so liquidating shall dispose of its assets within 10 years from the date of liquidation, unless the division orders otherwise.
(3) Status of board of directors.
The board shall remain a body corporate until the association is fully liquidated.
(4) Filling vacancies on board of directors.
In case of a vacancy on the board, the remaining directors may fill the vacancy by electing a director.
(5) Applicability of other sections.
A stock association liquidating under this section shall be subject to ss. 215.02 (16)
, the same as an association in actual operation.
(6) Resumption of business.
A stock association in liquidation may resume business with the approval of the division upon conditions approved by the division.
Unclaimed liquidating dividends and all funds remaining unpaid in the hands of the association or its board at or immediately prior to the date of final distribution, together with all final liquidating costs, shall be delivered to the division to be deposited in one or more state banks, state savings banks or state-chartered savings and loan associations, to the credit of the division, in trust for the various stockholders, owners of savings accounts or creditors entitled thereto. The division shall include in the annual report under s. 215.02 (11)
the names of the associations so liquidated and the sums of unclaimed and unpaid liquidating dividends and unclaimed funds with respect to each of them respectively, including a statement of interest or dividends earned upon such funds.
Pay the moneys so held to the persons respectively entitled thereto, upon being furnished satisfactory evidence of their right to the same.
In case of doubt or conflicting claims, require an order of the circuit court authorizing and directing the payment of such moneys.
Apply the interest and dividends earned by the moneys so held toward defraying the expenses of the division.
(8) Reserved authority.
This section does not prohibit the division from proceeding against any association as provided in s. 215.32
See ch. 177
for disposition of unclaimed funds.
Jurisdictional conversion of capital stock associations. 215.77(1)(1)
Procedure to effect conversion.
A state-chartered stock association may convert itself into a federal association, and any federal stock association may convert itself into a state-chartered association, as follows: