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:
A meeting of the stockholders shall be held upon not less than 10 days' written notice to each stockholder, served either personally or by mail to the last-known post-office address. The notice shall state the time, place and purpose of such meeting.
At such meeting, the stockholders may by the affirmative vote, in person or by proxy, of not less than two-thirds of the outstanding capital stock of the association the stockholders may by resolution declare to convert the association into a federal association, or in the case of a federal capital stock association into a state-chartered association. A copy of the minutes of the meeting, verified by the affidavit of the chairperson and the secretary of the meeting, shall be filed with the division within 10 days after the meeting.
If the stockholders vote to convert the association, the secretary shall, within 30 days after such meeting serve notice on all stockholders and savers of the association, either personally or by mail directed to them at their last-known post-office addresses. Within 30 days after service of the notice, any saver in the association may notify the association in writing that the saver desires to withdraw savings accounts. Each saver so notifying the association shall be entitled to the withdrawal value of the savings accounts, less any amount due the association.
Within 6 months after the adjournment of a meeting to convert into a federal association, the association shall do what is necessary to make it a federal association. Within 10 days after receipt of the federal charter, the association shall file with the division a copy of the federal charter, certified by the deposit insurance corporation. Upon such filing the association shall cease to be a state-chartered association and shall thereafter be a federal association.
Within 6 months after the adjournment of a meeting of the stockholders of a federal stock association called for the purpose of converting the association into a state-chartered association, the division shall examine such association and shall determine the action necessary to qualify the converting federal stock association for a state charter. Upon complying with the necessary requirements, a state charter shall be issued to such association.
(2) When state supervision ceases.
When conversion from a state-chartered stock association to a federal association becomes effective, the association shall cease to be supervised by this state.
(3) Corporate existence of association does not terminate upon conversion.
Upon conversion of any state-chartered stock association into a federal association or vice versa, the corporate existence of the converting association shall not terminate, and the resulting association shall be a continuance of the converting association. All of the property and rights of the converted association shall by operation of law vest in the resulting association as of the time of conversion, and all of its obligations become those of the resulting association. Actions and other judicial proceedings to which the converting association is a party may be prosecuted and defended as if the conversion had not been made.
(4) Approval required before conversion becomes effective.
Before any conversion under this section is final and in effect, the written approval of the division must be secured by the converting association.