SB348-SSA1, s. 7
13Section
7. 214.33 (2) (c) of the statutes is amended to read:
SB348-SSA1,3,1814
214.33
(2) (c) For any meeting at which the member or stockholder who gave
15a proxy is present, provided that before the taking of any vote, notice of the member's
16or stockholder's attendance
and intention to vote at the meeting is given by that
17person to an official whom the savings bank shall identify at the meeting as having
18responsibility for maintaining a record of attendance.
SB348-SSA1, s. 8
19Section
8
. 214.345 (5) of the statutes is repealed and recreated to read:
SB348-SSA1,3,2520
214.345
(5) (a) Subject to the approval of the commissioner, a savings bank's
21bylaws shall provide for reasonable indemnification to its officers, directors and
22employes in connection with the faithful performance of their duties for the savings
23bank. For stock savings banks, the provisions shall be consistent with those under
24ss. 180.0850 to 180.0859. For mutual savings banks, the provisions shall be
25consistent with those under ss. 215.512 to 215.525.
SB348-SSA1,4,5
1(b) The provisions relating to the limited liability of directors under s. 180.0828,
2as they apply to a director of a corporation, apply to a director of a stock savings bank.
3The provisions relating to the limited liability of directors and officers under s.
4215.525, as they apply to a director or officer of a mutual savings and loan
5association, apply to a director or officer of a mutual savings bank.
SB348-SSA1, s. 9
6Section
9
. 214.345 (5) of the statutes, as affected by 1995 Wisconsin Acts 27
7and .... (this act), is repealed and recreated to read:
SB348-SSA1,4,138
214.345
(5) (a) Subject to the approval of the division, a savings bank's bylaws
9shall provide for reasonable indemnification to its officers, directors and employes
10in connection with the faithful performance of their duties for the savings bank. For
11stock savings banks, the provisions shall be consistent with those under ss. 180.0850
12to 180.0859. For mutual savings banks, the provisions shall be consistent with those
13under ss. 215.512 to 215.525.
SB348-SSA1,4,1814
(b) The provisions relating to the limited liability of directors under s. 180.0828,
15as they apply to a director of a corporation, apply to a director of a stock savings bank.
16 The provisions relating to the limited liability of directors and officers under s.
17215.525, as they apply to a director or officer of a mutual savings and loan
18association, apply to a director or officer of a mutual savings bank.
SB348-SSA1,5,420
214.49
(4) In bonds, notes or other evidences of indebtedness which are a
21general obligation of any city, town, village, county, technical college district or school
22district in this state.
The total liability of any such A savings bank's total
23investments in a local governmental unit may not at any time exceed 50% of the
24capital of the savings bank.
The A savings bank's total
amount of investment in 25temporary borrowings of
any such a local governmental unit maturing within one
1year from the date of issue may not exceed 60% of the capital of the savings bank.
2 Temporary borrowings and longer-term general obligation borrowings of a single
3local governmental unit may be considered separately in arriving at the limitations
4under this subsection.
SB348-SSA1, s. 11
5Section
11. 214.49 (5) (intro.) of the statutes is amended to read:
SB348-SSA1,5,206
214.49
(5) (intro.) With the prior written consent of the commissioner,
a savings
7bank may invest in the initial purchase and development, or the purchase or
8commitment to purchase after completion, of home sites and housing for sale or
9rental, including projects for the reconstruction, rehabilitation or rebuilding of
10residential properties to meet the minimum standards of health and occupancy
11prescribed by a local governmental unit, the provision of accommodations for retail
12stores, shops and other community services that are reasonably incident to that
13housing, or in the stock of a corporation that owns one or more of those projects and
14that is wholly owned by one or more financial institutions. The total investment in
15any one project may not exceed 15% of the savings bank's capital, nor may the
16aggregate investment under this subsection exceed 50% of its capital. A savings
17bank may not make an investment under this subsection unless it is in compliance
18with the capital requirements under s. 214.43 and with the capital maintenance
19requirements of its deposit insurance corporation. The commissioner may approve
20the investment only if the savings bank shows all of the following:
SB348-SSA1, s. 12
21Section
12. 214.49 (5) (intro.) of the statutes, as affected by 1995 Wisconsin
22Acts 27 and .... (this act), is repealed and recreated to read:
SB348-SSA1,6,1223
214.49
(5) (intro.) With the prior written consent of the division, in the initial
24purchase and development, or the purchase or commitment to purchase after
25completion, of home sites and housing for sale or rental, including projects for the
1reconstruction, rehabilitation or rebuilding of residential properties to meet the
2minimum standards of health and occupancy prescribed by a local governmental
3unit, the provision of accommodations for retail stores, shops and other community
4services that are reasonably incident to that housing, or in the stock of a corporation
5that owns one or more of those projects and that is wholly owned by one or more
6financial institutions. The total investment in any one project may not exceed 15%
7of the savings bank's capital, nor may the aggregate investment under this
8subsection exceed 50% of its capital. A savings bank may not make an investment
9under this subsection unless it is in compliance with the capital requirements under
10s. 214.43 and with the capital maintenance requirements of its deposit insurance
11corporation. The division may approve the investment only if the savings bank
12shows all of the following:
SB348-SSA1,6,1714
214.49
(8) In short-term commercial paper having a maturity from 2 to 270
15days issued by a financial institution, corporation or other borrower. An investment
16under this subsection shall be in securities rated in one of the
4 2 highest categories
17by a nationally recognized rating service.
SB348-SSA1,6,2419
214.49
(9) A savings bank may purchase shares of, or otherwise acquire In an
20equity interest in, an insurance company
and in or an insurance holding company
21organized to provide insurance for savings banks and persons affiliated with savings
22banks solely to the extent that ownership is a prerequisite to obtaining directors' and
23officers'
insurance or blanket bond insurance
for the savings bank through the
24company.
SB348-SSA1,7,3
1214.49
(9m) In shares of stock, whether purchased or otherwise acquired, in
2a corporation acquiring, placing and operating remote service units under s. 214.04
3(21).
SB348-SSA1,7,85
214.49
(12) In With the prior written approval of the commissioner, in financial
6futures transactions, financial options transactions, forward commitments or other
7financial products for the purpose of reducing, hedging or otherwise managing its
8interest rate risk exposure.
SB348-SSA1, s. 17
9Section
17. 214.49 (12) of the statutes, as affected by 1995 Wisconsin Act ....
10(this act), is repealed and recreated to read:
SB348-SSA1,7,1411
214.49
(12) With the prior written approval of the division, in financial futures
12transactions, financial options transactions, forward commitments or other
13financial products for the purpose of reducing, hedging or otherwise managing its
14interest rate risk exposure.
SB348-SSA1,7,1916
214.62
(1) A financial institution may merge
into with a savings bank. The
17board of directors of the merging financial institution and of the savings bank, by
18resolution adopted by a vote of at least two-thirds of the members of each board, shall
19approve the plan of merger.
SB348-SSA1,7,2321
214.62
(2) (a) The name of each merging financial institution, the name of the
22resulting
savings bank financial institution, the location of the resulting home office
23and the location of other resulting offices.
SB348-SSA1,8,6
1214.62
(2) (b) With respect to the resulting
savings bank financial institution,
2the amount of capital, surplus, and reserve for operating expenses; the classes and
3the number of shares of stock, if a stock
savings bank
financial institution; the
4articles of incorporation and bylaws of the resulting
savings bank financial
5institution; and a detailed financial statement showing the assets and liabilities
6after the proposed merger.
SB348-SSA1,8,108
214.62
(2) (d) Provisions governing the manner of disposing of any shares of
9stock of the resulting
savings bank financial institution that are not taken by
10dissenting stockholders of a merging financial institution.
SB348-SSA1,8,1712
214.62
(3) After approval by the board of directors of
the each merging financial
13institution
and of the savings bank, the merger agreement shall be submitted to the
14commissioner for approval, together with a certified copy of the authorizing
15resolution of each board of directors. Before issuing approval, the commissioner may
16examine the affairs of each merging financial institution and its affiliates and
17subsidiaries, the expense of which is to be paid by the merging financial institution.
SB348-SSA1, s. 23
18Section
23. 214.62 (3) of the statutes, as affected by 1995 Wisconsin Acts 27
19and .... (this act), is repealed and recreated to read:
SB348-SSA1,8,2520
214.62
(3) After approval by the board of directors of each merging financial
21institution, the merger agreement shall be submitted to the division for approval,
22together with a certified copy of the authorizing resolution of each board of directors.
23Before issuing approval, the division may examine the affairs of each merging
24financial institution and its affiliates and subsidiaries, the expense of which is to be
25paid by the merging financial institution.
SB348-SSA1,9,32
214.62
(4) (a) The resulting savings bank
, if any, meets the requirements of this
3chapter for the formation of a new savings bank.
SB348-SSA1,9,65
214.62
(4) (c) The resulting savings bank
, if any, will be operated in a safe and
6sound manner.
SB348-SSA1,9,13
8214.625 (title)
Merger; stockholder vote of approval. If approved by the
9commissioner, the plan of merger shall be submitted to the
members or stockholders
10of each merging
stock financial institution for approval. A meeting of the
members
11or stockholders of a savings bank shall be called and held in accordance with ss.
12214.305 and 214.31. The plan is approved if it receives the affirmative vote of the
13majority of the total votes entitled to be cast
by stockholders.
SB348-SSA1, s. 27
14Section
27. 214.625 of the statutes, as affected by 1995 Wisconsin Acts 27 and
15.... (this act), is repealed and recreated to read:
SB348-SSA1,9,21
16214.625 Merger; stockholder vote of approval. If approved by the division,
17the plan of merger shall be submitted to the stockholders of each merging stock
18financial institution for approval. A meeting of the stockholders of a savings bank
19shall be called and held in accordance with ss. 214.305 and 214.31. The plan is
20approved if it receives the affirmative vote of the majority of the total votes entitled
21to be cast by stockholders.
SB348-SSA1,9,25
23214.63 Merger; commissioner's certificate. The executed merger
24agreement, together
, in the case of a stock financial institution, with a certified copy
25of the minutes of the meeting of
members or stockholders of each merging
stock
1financial institution approving the merger agreement, shall be filed with the
2commissioner. The commissioner shall issue to the resulting savings bank a
3certificate of merger, setting forth the name of each merging financial institution, the
4name of the resulting savings bank and the date on which the commissioner
5approves the articles of incorporation and bylaws of the resulting savings bank. The
6merger takes effect on the date of the recording of the certificate or a later date if the
7certificate provides for a different date. Recording shall be completed in the same
8manner as required for savings bank articles of incorporation, in each county in
9which the home office of any of the merging financial institutions was located and
10in the county in which the home office of the resulting savings bank is located. The
11certificate shall be conclusive evidence of the merger and of the correctness of the
12merger proceedings except against this state.
SB348-SSA1, s. 29
13Section
29. 214.63 of the statutes, as affected by 1995 Wisconsin Acts 27 and
14.... (this act), is repealed and recreated to read:
SB348-SSA1,11,3
15214.63 Merger; certificate. The executed merger agreement, together, in the
16case of a stock financial institution, with a certified copy of the minutes of the
17meeting of stockholders of each merging stock financial institution approving the
18merger agreement, shall be filed with the division. The division shall issue to the
19resulting savings bank a certificate of merger, setting forth the name of each merging
20financial institution, the name of the resulting savings bank and the date on which
21the division approves the articles of incorporation and bylaws of the resulting
22savings bank. The merger takes effect on the date of the recording of the certificate
23or a later date if the certificate provides for a different date. Recording shall be
24completed in the same manner as required for savings bank articles of incorporation,
25in each county in which the home office of any of the merging financial institutions
1was located and in the county in which the home office of the resulting savings bank
2is located. The certificate shall be conclusive evidence of the merger and of the
3correctness of the merger proceedings except against this state.
SB348-SSA1, s. 30
4Section
30. 214.65 (2) (a) and (b) of the statutes are amended to read:
SB348-SSA1,11,105
214.65
(2) (a) The board of directors shall adopt by a two-thirds majority vote
6of all directors a resolution setting forth the terms of the proposed sale and shall
7submit the plan to the commissioner for preliminary approval. Upon receipt of
8approval by the commissioner,
the plan a stock savings bank shall
be submitted 9submit the plan to a vote of the
members or stockholders at a special or annual
10meeting.
SB348-SSA1,11,1711
(b) The proposed sale is approved by the
members or stockholders if it receives
12an affirmative vote from a majority of the total number of votes that are entitled to
13cast. A proposal for the voluntary liquidation of the savings bank may be submitted
14to the
members or stockholders at the same meeting or at any later meeting called
15for that purpose. A certified summary of proceedings setting forth the terms of the
16proposed sale, the form and timing of the notice given, the vote on the proposal and
17the total number of votes entitled to cast shall be filed with the commissioner.
SB348-SSA1, s. 31
18Section
31. 214.65 (2) (a) and (b) of the statutes, as affected by 1995 Wisconsin
19Acts 27 and .... (this act), are repealed and recreated to read:
SB348-SSA1,11,2420
214.65
(2) (a) The board of directors shall adopt by a two-thirds majority vote
21of all directors a resolution setting forth the terms of the proposed sale and shall
22submit the plan to the division for preliminary approval. Upon receipt of approval
23by the division, a stock savings bank shall submit the plan to a vote of the
24stockholders at a special or annual meeting.
SB348-SSA1,12,7
1(b) The proposed sale is approved by the stockholders if it receives an
2affirmative vote from a majority of the total number of votes that are entitled to cast.
3A proposal for the voluntary liquidation of the savings bank may be submitted to the
4stockholders at the same meeting or at any later meeting called for that purpose. A
5certified summary of proceedings setting forth the terms of the proposed sale, the
6form and timing of the notice given, the vote on the proposal and the total number
7of votes entitled to cast shall be filed with the division.
SB348-SSA1,12,159
214.665
(1) With the prior approval of the commissioner, which shall state that
10the proposed merger is necessary for the protection of depositors and other creditors,
11a savings bank that is in default or in danger of default may, by a majority vote of its
12board of directors and without a
stockholder vote
of its members or stockholders,
13merge with another savings bank, a state or federal savings and loan association, a
14state bank or a federal bank. The other entity shall be the resulting or continuing
15savings bank, savings and loan association or bank.
SB348-SSA1, s. 33
16Section
33. 214.665 (1) of the statutes, as affected by 1995 Wisconsin Acts 27
17and .... (this act), is repealed and recreated to read:
SB348-SSA1,12,2418
214.665
(1) With the prior approval of the division, which shall state that the
19proposed merger is necessary for the protection of depositors and other creditors, a
20savings bank that is in default or in danger of default may, by a majority vote of its
21board of directors and without a stockholder vote, merge with another savings bank,
22a state or federal savings and loan association, a state bank or a federal bank. The
23other entity shall be the resulting or continuing savings bank, savings and loan
24association or bank.
SB348-SSA1,13,8
1214.67 Emergency sale of assets. (1) With the prior approval of the
2commissioner, which shall state that the proposed sale is necessary for the protection
3of depositors and other creditors, a savings bank may, by a majority vote of its board
4of directors and
, notwithstanding s. 214.65 (1), without a
stockholder vote
of its
5members or stockholders, sell all or any part of its assets to another savings bank,
6a state or federal savings and loan association, a state bank or a national bank if the
7savings bank, savings and loan association or bank assumes in writing all of the
8liabilities of the selling savings bank or to a deposit insurance corporation.
SB348-SSA1,13,14
9(2) A savings bank may sell to a savings bank, state or federal savings and loan
10association, state bank or federal bank an insubstantial portion of its total deposits
11as described in
12 USC 1815 5 (d) (2) (D). Approval of the sale shall be by a majority
12vote of the board of directors and, with approval of the commissioner
and
13notwithstanding s. 214.65 (1), may be without a
stockholder vote
of its members or
14stockholders.
SB348-SSA1, s. 35
15Section
35. 214.67 of the statutes, as affected by 1995 Wisconsin Acts 27 and
16.... (this act), is repealed and recreated to read:
SB348-SSA1,13,24
17214.67 Emergency sale of assets. (1) With the prior approval of the division,
18which shall state that the proposed sale is necessary for the protection of depositors
19and other creditors, a savings bank may, by a majority vote of its board of directors
20and, notwithstanding s. 214.65 (1), without a stockholder vote, sell all or any part of
21its assets to another savings bank, a state or federal savings and loan association,
22a state bank or a national bank if the savings bank, savings and loan association or
23bank assumes in writing all of the liabilities of the selling savings bank or to a deposit
24insurance corporation.
SB348-SSA1,14,5
1(2) A savings bank may sell to a savings bank, state or federal savings and loan
2association, state bank or federal bank an insubstantial portion of its total deposits
3as described in
12 USC 1815 5 (d) (2) (D). Approval of the sale shall be by a majority
4vote of the board of directors and, with approval of the division and notwithstanding
5s. 214.65 (1), may be without a stockholder vote.
SB348-SSA1,14,87
214.755
(1) (c)
Law A court, or law enforcement or prosecutorial agencies
or a
8court for use in investigating or prosecuting a crime involving that information.
SB348-SSA1,14,1110
214.755
(1m) The officers or employes of a savings bank may not disclose the
11contents of an examination report except to any of the following:
SB348-SSA1,14,1312
(a) A court, or law enforcement or prosecutorial agencies for use in
13investigating or prosecuting a crime involving the contents of the report.
SB348-SSA1,14,1514
(b) The savings bank's attorneys, independent certified public accountants or
15other professional advisers.
SB348-SSA1,14,1616
(c) The savings bank's deposit insurance corporation.
SB348-SSA1,14,1918
214.755
(2) An individual who violates sub. (1)
or (1m) shall forfeit his or her
19office or position.
SB348-SSA1,14,25
21214.93 False statements. A person may not knowingly make, cause, or allow
22another person to make or cause to be made, a false statement, under oath if required
23by this chapter or on any report or statement required by the commissioner or by this
24chapter.
In addition to any forfeiture under s. 214.935, a person who violates this
25section may be imprisoned for not more than 20 years.
SB348-SSA1, s. 40
1Section
40. 214.93 of the statutes, as affected by 1995 Wisconsin Acts 27 and
2.... (this act), is repealed and recreated to read:
SB348-SSA1,15,7
3214.93 False statements. A person may not knowingly make, cause, or allow
4another person to make or cause to be made, a false statement, under oath if required
5by this chapter or on any report or statement required by the division or by this
6chapter. In addition to any forfeiture under s. 214.935, a person who violates this
7section may be imprisoned for not more than 20 years.
SB348-SSA1,15,10
9(1)
False statement penalty. The amendment of section 214.93 of the statutes
10first applies to a false statement made on the effective date of this subsection.
SB348-SSA1, s. 42
11Section
42.
Effective dates. This act takes effect on the day after
12publication, except as follows:
SB348-SSA1,15,16
13(1)
The repeal and recreation of sections 214.305, 214.345 (5) (by S
ection 8),
14214.49 (5) (intro.) and (12), 214.62 (3), 214.625, 214.63, 214.65 (2) (a) and (b), 214.665
15(1), 214.67 and 214.93 of the statutes takes effect on July 1, 1996, or on the day after
16publication, whichever is later.