Amendment ASA-AB150

AB150-ASA,1712,5 215.58 (1) (b) Conversion of a mutual association or a mutual savings and loan holding company under this section is effective only if done according to a plan of conversion approved by the commissioner division under par. (a) and if the plan is approved by an affirmative vote of the majority of all votes entitled to be cast by members. Notice of a meeting to vote on the plan of conversion shall be sent to each member at least 10 days prior to such meeting. The notice shall state the time, place and purpose of the meeting, and provide a summary of the plan of conversion and such other information as the commissioner division requires.

AB150-ASA, s. 5736 Section 5736. 215.58 (1) (c) (intro.) of the statutes is amended to read:

AB150-ASA,1712,8 215.58 (1) (c) (intro.) Within 10 days after a meeting of members at which a plan of conversion is adopted, the board shall submit to the commissioner division:

AB150-ASA, s. 5737 Section 5737. 215.58 (1) (c) 2. of the statutes is amended to read:

AB150-ASA,1712,11 215.58 (1) (c) 2. Such additional information pertaining to the plan of conversion as the commissioner division may require.

AB150-ASA, s. 5738 Section 5738. 215.58 (2) (intro.) of the statutes is amended to read:

AB150-ASA,1712,16 215.58 (2) (title) Commissioner's approval Approval of plan of conversion; standards. (intro.) The commissioner division may approve a plan of conversion under this section if the commissioner division finds that the plan meets all of the following conditions:

AB150-ASA, s. 5739 Section 5739. 215.58 (2) (c) of the statutes is amended to read:

AB150-ASA,1712,19 215.58 (2) (c) The plan complies with any other standard which the commissioner division may promulgate by rule as in the public interest.

AB150-ASA, s. 5740 Section 5740. 215.58 (3) of the statutes is amended to read:

AB150-ASA,1713,4 215.58 (3) Certificate of conversion; effective date. The commissioner division may issue a certificate of conversion from a mutual association to a stock association or from a mutual savings and loan holding company to a stock savings and loan holding company if the commissioner division determines the plan of conversion has been implemented as approved and the association or holding company has complied with this section and any conditions to the approval. The date specified in the certificate is the effective date of conversion. The certificate shall be recorded with the register of deeds in the county where the home office of the association or the registered office of the holding company is located.

AB150-ASA, s. 5741 Section 5741. 215.58 (6) (intro.) of the statutes is amended to read:

AB150-ASA,1713,8 215.58 (6) (title) Reserved authority of commissioner. (intro.) The commissioner division may issue rules governing the conversion of a mutual association or mutual savings and loan holding company, including:

AB150-ASA, s. 5742 Section 5742. 215.59 (1) (c) of the statutes is amended to read:

AB150-ASA,1713,14 215.59 (1) (c) Capital asset retention. Subject to the approval of the commissioner division, if the net worth of the stock association chartered under the reorganization plan exceeds the minimum net worth under s. 215.24, a plan may permit a mutual savings and loan holding company to retain capital assets of the reorganizing mutual association.

AB150-ASA, s. 5743 Section 5743. 215.59 (1) (d) 3. of the statutes is amended to read:

AB150-ASA,1713,16 215.59 (1) (d) 3. The commissioner division under par. (f).

AB150-ASA, s. 5744 Section 5744. 215.59 (1) (e) 1. of the statutes is amended to read:

AB150-ASA,1713,21 215.59 (1) (e) 1. 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 commissioner division requires.

AB150-ASA, s. 5745 Section 5745. 215.59 (1) (e) 3. of the statutes is amended to read:

AB150-ASA,1714,2 215.59 (1) (e) 3. Within 10 days after a reorganization plan receives member approval, the mutual association shall submit to the commissioner 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.

AB150-ASA, s. 5746 Section 5746. 215.59 (1) (f) (intro.) of the statutes is amended to read:

AB150-ASA,1714,6 215.59 (1) (f) (title) Commissioner Division approval. (intro.) The commissioner division may approve a reorganization plan if the commissioner division finds that all of the following conditions exist:

AB150-ASA, s. 5747 Section 5747. 215.59 (1) (f) 3. of the statutes is amended to read:

AB150-ASA,1714,11 215.59 (1) (f) 3. The reorganization plan complies with rules promulgated by the commissioner 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.

AB150-ASA, s. 5748 Section 5748. 215.59 (1) (g) of the statutes is amended to read:

AB150-ASA,1714,24 215.59 (1) (g) Certificate of reorganization. If the commissioner division determines that the mutual association has complied with the requirements of this subsection and has implemented the reorganization plan as approved, the commissioner 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.

AB150-ASA, s. 5749 Section 5749. 215.59 (3) (a) 10. of the statutes is amended to read:

AB150-ASA,1715,6 215.59 (3) (a) 10. Unless limited or prohibited by the commissioner 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.

AB150-ASA, s. 5750 Section 5750. 215.59 (3) (a) 12. of the statutes is amended to read:

AB150-ASA,1715,14 215.59 (3) (a) 12. 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 commissioner 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.

AB150-ASA, s. 5751 Section 5751. 215.59 (4) of the statutes is amended to read:

AB150-ASA,1715,20 215.59 (4) Stock in subsidiary. Under a plan approved by the commissioner 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% of the voting shares of the stock association to persons other than the mutual savings and loan holding company.

AB150-ASA, s. 5752 Section 5752. 215.60 (1) (c) of the statutes is amended to read:

AB150-ASA,1715,25 215.60 (1) (c) 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 commissioner division before February 12, 1992.

AB150-ASA, s. 5753 Section 5753. 215.60 (2) (intro.) of the statutes is amended to read:

AB150-ASA,1716,3 215.60 (2) Minimum requirements. (intro.) The commissioner division by rule shall determine:

AB150-ASA, s. 5754 Section 5754. 215.60 (2) (c) of the statutes is amended to read:

AB150-ASA,1716,6 215.60 (2) (c) Such other requirements as the commissioner division deems necessary or desirable.

AB150-ASA, s. 5755 Section 5755. 215.60 (3) of the statutes is amended to read:

AB150-ASA,1716,10 215.60 (3) Who may organize. Any individual who is a resident of this state may apply to the commissioner division for authority to incorporate a stock association under this section. The individual applying is the incorporator.

AB150-ASA, s. 5756 Section 5756. 215.60 (4) (h) of the statutes is amended to read:

AB150-ASA,1716,12 215.60 (4) (h) Such other information as the commissioner division requires.

AB150-ASA, s. 5757 Section 5757. 215.60 (5) of the statutes is amended to read:

AB150-ASA,1716,18 215.60 (5) Application fee. The incorporators shall pay to the commissioner division a $500 fee, which sum shall be paid by the commissioner division into the general fund to the credit of the office division. Applicants shall also be liable for any other direct costs incurred by the commissioner division or review board for any transcripts of hearings, per diems and travel expenses.

AB150-ASA, s. 5758 Section 5758. 215.60 (6) of the statutes is amended to read:

AB150-ASA,1716,23 215.60 (6) Notice of application and hearing thereon. Upon receipt of a properly executed application, the commissioner 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).

AB150-ASA, s. 5759 Section 5759. 215.60 (7) of the statutes is amended to read:

AB150-ASA,1717,7 215.60 (7) Certificate of authority; when issued. If the application to organize a capital stock association is approved, the commissioner 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.

AB150-ASA, s. 5760 Section 5760. 215.60 (10) of the statutes is amended to read:

AB150-ASA,1717,12 215.60 (10) 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 commissioner division may, for cause, extend the life of the certificate for such time as the commissioner division deems advisable.

AB150-ASA, s. 5761 Section 5761. 215.60 (11) (a) (intro.) of the statutes is amended to read:

AB150-ASA,1717,16 215.60 (11) (a) (intro.) Within the time prescribed in sub. (10), the incorporators of the proposed capital stock association shall file with the commissioner division a certificate stating:

AB150-ASA, s. 5762 Section 5762. 215.60 (11) (a) 1. of the statutes is amended to read:

AB150-ASA,1717,19 215.60 (11) (a) 1. That articles of incorporation have been executed, filed with and approved by the commissioner division and recorded;

AB150-ASA, s. 5763 Section 5763. 215.60 (11) (a) 2. of the statutes is amended to read:

AB150-ASA,1717,22 215.60 (11) (a) 2. That a meeting of stockholders was held and that directors and officers acceptable to the commissioner division were elected at the meeting;

AB150-ASA, s. 5764 Section 5764. 215.60 (11) (a) 3. of the statutes is amended to read:

AB150-ASA,1717,25 215.60 (11) (a) 3. That bylaws were adopted and filed with and approved by the commissioner division;

AB150-ASA, s. 5765 Section 5765. 215.60 (11) (a) 7. of the statutes is amended to read:

AB150-ASA,1718,4 215.60 (11) (a) 7. That insurance of savings accounts has been obtained from the federal savings and loan insurance corporation or other instrumentality approved by the commissioner division; and

AB150-ASA, s. 5766 Section 5766. 215.60 (11) (b) of the statutes is amended to read:

AB150-ASA,1718,9 215.60 (11) (b) No business, other than that of completing the organization of the proposed capital stock association, may be transacted until such time as the commissioner division issues a certificate of incorporation to the association to commence business.

AB150-ASA, s. 5767 Section 5767. 215.60 (12) of the statutes is amended to read:

AB150-ASA,1718,17 215.60 (12) 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 commissioner division may within 90 days issue a certificate of incorporation to the association under the commissioner's hand and seal authorizing such the association to commence business. The date appearing on the certificate of incorporation shall be the date of the corporate existence of the association.

AB150-ASA, s. 5768 Section 5768. 215.60 (13) of the statutes is amended to read:

AB150-ASA,1718,24 215.60 (13) 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 commissioner division may for cause, extend the life of such certificate for such time as the commissioner division deems advisable.

AB150-ASA, s. 5769 Section 5769. 215.60 (14) of the statutes is amended to read:

AB150-ASA,1719,11 215.60 (14) (title) Discretionary authority of commissioner. The commissioner division shall have the discretionary power in the granting of certificates of authority to incorporators desiring to organize capital stock associations. The commissioner division may refuse to issue certificates of incorporation to the incorporators of a capital stock association to commence business when, in the commissioner's 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.

AB150-ASA, s. 5770 Section 5770. 215.60 (15) of the statutes is amended to read:

AB150-ASA,1719,16 215.60 (15) Appeal by applicants. If the commissioner 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 commissioner's division's determination.

AB150-ASA, s. 5771 Section 5771. 215.61 (1) of the statutes is amended to read:

AB150-ASA,1719,20 215.61 (1) Form. The articles of incorporation of a stock association shall be approved by the commissioner division. The commissioner division shall, with the approval of the review board, promulgate rules governing articles of incorporation.

AB150-ASA, s. 5772 Section 5772. 215.61 (2) of the statutes is amended to read:

AB150-ASA,1719,25 215.61 (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 commissioner division.

AB150-ASA, s. 5773 Section 5773. 215.61 (5) of the statutes is amended to read:

AB150-ASA,1720,5 215.61 (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 commissioner division.

AB150-ASA, s. 5774 Section 5774. 215.62 (1) of the statutes is amended to read:

AB150-ASA,1720,9 215.62 (1) Form. The bylaws of a stock association shall be approved by the commissioner division. The commissioner division shall, with the approval of the review board, promulgate rules governing bylaws.

AB150-ASA, s. 5775 Section 5775. 215.62 (2) of the statutes is amended to read:

AB150-ASA,1720,12 215.62 (2) Filing and approval. Duplicate originals of the bylaws and amendments thereto shall be filed with and approved by the commissioner division.

AB150-ASA, s. 5776 Section 5776. 215.62 (3) of the statutes is amended to read:

AB150-ASA,1720,16 215.62 (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 commissioner division.

AB150-ASA, s. 5777 Section 5777. 215.64 (1) of the statutes is amended to read:

AB150-ASA,1721,12 215.64 (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 office of the commissioner division. Such savings and loan holding company shall file reports of its financial condition when requested by the commissioner division, and the commissioner division may order an examination of its solvency and economic condition whenever, in the commissioner's 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 commissioner 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 commissioner division may order the savings and loan holding company to remedy such condition or policy within 90 days. If the commissioner's division's order is not complied with, the commissioner 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 commissioner division directs during the period in which the commissioner division exercises such authority.

AB150-ASA, s. 5778 Section 5778. 215.67 of the statutes is amended to read:

AB150-ASA,1721,15 215.67 Dividends. The board of a stock association may declare and pay dividends, subject to the orders and rules of the commissioner division.

AB150-ASA, s. 5779 Section 5779. 215.70 (1) of the statutes is amended to read:

AB150-ASA,1721,22 215.70 (1) Management responsibility. 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 commissioner division, rules of the commissioner division promulgated under ch. 227, the articles of incorporation and bylaws of the association, and other laws applicable to savings and loan operations.