AB150-engrossed,1769,1511
214.31
(1) Notice of an annual meeting shall be provided not fewer than 10 days
12nor more than 40 days before the date of the meeting in the manner provided in the
13bylaws. The notice shall be displayed at each office of the savings bank in a manner
14prescribed by rule of the
commissioner division. The notice shall state the time, place
15and purpose of the meeting.
AB150-engrossed,1770,417
214.34
(1) Every person appointed or elected to any position requiring the
18receipt, payment, management or use of savings bank money, or whose duties permit
19or require access to or custody of savings bank money or securities, or whose duties
20permit the regular making of entries in the books or other records of the savings
21bank, shall be bonded by a trust or company authorized to issue bonds in this state
22or by a fidelity insurance company licensed to do business in this state. A bond shall
23be in a form prescribed by the
commissioner division and in an amount fixed by the
24board of directors. A bond shall be payable to the savings bank to indemnify the
25savings bank for any loss the savings bank may sustain through any dishonest or
1criminal act or omission by the bonded person, whether committed alone or in concert
2with others. A bond shall provide that cancellation of the bond by the surety or by
3the insured is not effective before 30 days' written notice is given to the
commissioner 4division, unless the
commissioner
division approves an earlier cancellation.
AB150-engrossed,1770,106
214.34
(2) Notwithstanding sub. (1), the
commissioner division may proceed
7against a savings bank if the
commissioner division believes that the business of the
8savings bank is being conducted in an unsafe or unsound manner or that the form
9or amount of bonds approved by the board of directors is inadequate to give
10reasonable protection to the savings bank.
AB150-engrossed,1770,1612
214.345
(1) Upon election, a director shall take an oath that the director will
13diligently and honestly perform the duties of that office and will not knowingly
14violate or willingly permit to be violated this chapter, any rules of the
commissioner 15division, the articles of incorporation or bylaws under which the savings bank
16operates or any other state or federal law applicable to a savings bank.
AB150-engrossed,1770,2218
214.345
(2) The
commissioner division may require disclosure by directors,
19officers and employes of their personal interest, directly or indirectly, in any business
20or transaction on behalf of or involving the savings bank and of their control of or
21active participation in enterprises having activities related to the business of the
22savings bank.
AB150-engrossed,1771,224
214.345
(5) (intro.) Subject to the approval of the
commissioner division, a
25savings bank's bylaws shall provide for reasonable indemnification to its officers,
1directors and employes in connection with the faithful performance of their duties
2for the savings bank.
AB150-engrossed,1771,74
214.37
(4) (b) The examination of financial records by, or the furnishing of
5financial records by a savings bank to, any officer, employe or agent of the
6commissioner division or a deposit insurance corporation for use solely in the
7exercise of that person's duties as an officer, employe or agent.
AB150-engrossed,1771,189
214.37
(5) If a member or stockholder desires to communicate with other
10members or stockholders of the savings bank with reference to any question pending
11or to be presented at an annual or special meeting, the savings bank shall give that
12person, upon written request, a written statement of the approximate number of
13members or stockholders entitled to vote at the meeting and an estimate of the cost
14of preparing and mailing the communication. The requester shall submit the
15communication to the
commissioner division who, if finding it to be appropriate and
16accurate, shall direct the savings bank to prepare and mail the communication to the
17members or stockholders upon the requester's payment or adequate provision for
18payment of the expenses of preparation and mailing.
AB150-engrossed,1771,23
20214.375 Closing books. A savings bank shall close its books at least once
21annually and at such other times as the
commissioner
division may require. The
22date of the annual closing may be March 31, June 30, September 30 or December 31
23or as otherwise provided by rule of the
commissioner
division.
AB150-engrossed,1772,8
1214.40
(1) A savings bank may be organized to exercise the powers conferred
2by this chapter with minimum capital, surplus and reserves for operating expenses
3as determined by the
commissioner division. The
commissioner division may not
4establish requirements for savings banks at a level less than that required for
5insurance of accounts. For a savings bank other than one resulting from the
6conversion from an existing financial institution, the
commissioner division may
7establish capital requirements at least as stringent as those required under s. 214.43
8(1).
AB150-engrossed,1772,1210
214.40
(2) A stock savings bank may not commence business until it has a
11paid-in surplus equal to 20% of its capital. The
commissioner division may waive
12this requirement for a financial institution that converts to a savings bank.
AB150-engrossed,1772,1914
214.42
(1) The board of directors of a stock savings bank may propose an
15amendment to the articles of incorporation providing for the retirement of all of the
16capital stock and a detailed plan for effectuating the amendment. The resulting
17capital of the savings bank may not be less than the minimum initial capital that is
18required to organize a savings bank. The proposal shall be subject to the
19commissioner's division's approval.
AB150-engrossed,1772,2421
214.42
(2) If the
commissioner division approves the proposal, the savings
22bank's board of directors may request in writing an appraisal of the value of the
23capital stock. The
commissioner division shall order an appraisal to be made at the
24expense of the savings bank.
AB150-engrossed,1773,7
1214.43
(1) A savings bank shall maintain total capital of not less than 6% of
2total assets. This is the minimum capital level acceptable for a savings bank that is
3well-managed and whose overall financial condition is fundamentally sound. If the
4commissioner division determines that the financial condition or history,
5management or earnings prospects of a savings bank are not adequate, the
6commissioner division may require a higher minimum capital level for the savings
7bank.
AB150-engrossed,1773,179
214.435
(3) The board of directors may quarterly, semiannually or annually
10declare a dividend on capital stock of so much of the net profits of the savings bank
11that the board determines to be expedient, except that until the paid-in surplus of
12the savings bank equals its capital stock, a dividend may not be declared unless there
13has been transferred to paid-in surplus not less than 10% of the net profits of the
14preceding half year in the case of quarterly or semiannual dividends, or not less than
1510% of the net profits for the preceding year in the case of annual dividends. A stock
16dividend may be declared out of retained earnings with the written approval of the
17commissioner division.
AB150-engrossed,1773,2119
214.435
(4) The written approval of the
commissioner division is required
20before any dividends on stock that exceed 50% of the savings bank's net profits of that
21year may be declared in any calendar year.
AB150-engrossed,1774,223
214.48
(3) Each loan or investment that a savings bank makes or purchases,
24in whole or in part, shall be adequately underwritten and reserved against as
1necessary in accordance with its payment performance, and in accordance with rules
2of the
commissioner division.
AB150-engrossed,1774,64
214.48
(5) If an appraisal of real estate securing a savings bank's loan is
5obtained as part of an examination by the
commissioner
division, the cost of the
6appraisal shall promptly be paid by the savings bank to the appraiser.
AB150-engrossed,1774,10
8214.485 Investment in loans. (intro.) Subject to rules of the
commissioner 9division, a savings bank may lend funds under any of the following conditions or for
10any of the following purposes:
AB150-engrossed,1774,1512
214.485
(8) Through secured or unsecured loans for business, corporate,
13commercial or agricultural purposes if the total of all loans granted under this
14subsection does not exceed 10% of the savings bank's total assets, unless a greater
15amount is authorized in writing by the
commissioner
division.
AB150-engrossed,1774,2217
214.485
(12) Through issuance of letters of credit or other similar
18arrangements as provided for by rules of the
commissioner division with regard to
19aggregate amounts permitted, take-out commitments for stand-by letters of credit,
20underlying documentation and underwriting, legal limitations on loans of the
21savings bank, control and subsidiary records and other procedures considered to be
22necessary by the
commissioner division.
AB150-engrossed,1774,2524
214.485
(17) For any other purpose authorized by rule of the
commissioner 25division.
AB150-engrossed,1775,3
2214.49 Other investments. (intro.) Subject to rules of the
commissioner 3division, a savings bank may invest funds in any of the following:
AB150-engrossed,1775,195
214.49
(5) (intro.) With the prior written consent of the
commissioner division,
6a savings bank may invest in the initial purchase and development, or the purchase
7or commitment to purchase after completion, of home sites and housing for sale or
8rental, including projects for the reconstruction, rehabilitation or rebuilding of
9residential properties to meet the minimum standards of health and occupancy
10prescribed by a local governmental unit, the provision of accommodations for retail
11stores, shops and other community services that are reasonably incident to that
12housing, or in the stock of a corporation that owns one or more of those projects and
13that is wholly owned by one or more financial institutions. The total investment in
14any one project may not exceed 15% of the savings bank's capital, nor may the
15aggregate investment under this subsection exceed 50% of its capital. A savings
16bank may not make an investment under this subsection unless it is in compliance
17with the capital requirements under s. 214.43 and with the capital maintenance
18requirements of its deposit insurance corporation. The
commissioner division may
19approve the investment only if the savings bank shows all of the following:
AB150-engrossed,1775,2221
214.49
(15) In any other investment authorized by rule of the
commissioner
22division.
AB150-engrossed,1776,224
214.51
(1) A savings bank may sell a loan or a participating interest in a loan
25with or without recourse. The
commissioner division may by rule adopt limitations
1on the sale of loans except loans sold to agencies of the United States or this state or
2to another government-sponsored agency if approved by the
commissioner division.
AB150-engrossed,1776,54
214.51
(2) A savings bank may contract to service a loan or a participating
5interest in a loan, subject to rules of the
commissioner division.
AB150-engrossed,1776,127
214.52
(3) Unless prior written approval of the
commissioner division is
8obtained, a savings bank may not purchase, lease or acquire a site for an office
9building or an interest in real estate from an officer, director, employe, from a
10stockholder holding more than 10% of the stock of the savings bank, or from any firm,
11corporation, entity, or family in which an officer, director, employe or stockholder
12holding more than 10% of the stock of a savings bank has a direct or indirect interest.
AB150-engrossed,1776,17
14214.525 Prohibited loans. A savings bank may not make a loan to a person
15owning 10% or more of its stock, an affiliated person, agent, or attorney of the savings
16bank, either individually or as an agent or partner of another, except under rules of
17the
commissioner division and regulations of a deposit insurance corporation.
AB150-engrossed,1777,1119
214.53
(3) The
commissioner division may require a director or officer of a
20savings bank who knowingly participates in or assents to, or who knowingly permits
21an officer, employe or agent of the savings bank to make, an investment that is not
22authorized by this subchapter to obtain an indemnity bond, insurance, or collateral
23sufficient to indemnify the savings bank against damages that the savings bank may
24sustain as a result of the investment. If an unauthorized investment, the amount
25considered sufficient to indemnify the savings bank shall be the difference between
1the book value and the market value of the investment at the time the
commissioner 2division determines that the investment is unauthorized. If an unauthorized loan,
3the amount considered sufficient to indemnify the savings bank shall be the
4difference between the book value of the loan and the amount of the loan that could
5have been made under this subchapter. If an unauthorized investment is sold or
6disposed of without recourse, the
commissioner division shall release all or part of
7the indemnity after deducting any loss. If the balance of an unauthorized loan is
8reduced to an amount that would permit the loan to be made under this subchapter,
9the indemnity shall be released. In making a determination under this subsection,
10the
commissioner division may order an independent appraisal at the savings bank's
11expense.
AB150-engrossed,1777,1613
214.54
(1) Except as provided in sub. (2) and s. 214.49 (4), the total of
14outstanding loans and extensions of credit, both direct and indirect, made by a
15savings bank to a single person shall be subject to limits established by rule of the
16commissioner division, but may not exceed 15% of the savings bank's capital.
AB150-engrossed,1777,23
18214.545 Rules. The
commissioner division shall promulgate rules to
19determine permissible levels of investment and permissible concentrations of assets
20for savings banks that apply to all lending and investment authority under this
21subchapter. The rules shall give due regard to capital adequacy, operating income,
22underwriting standards, risk inherent in the investment or loan, and competitive
23parity with other financial institutions.
AB150-engrossed,1778,7
1214.58
(1) The board of directors shall determine the rate and amount of
2interest to be paid on or credited to deposit accounts. The board of directors may
3establish reasonable classifications of accounts based on the types of accounts, the
4length of time accounts are continued in effect, the size of initial deposits into
5accounts, the minimum balances of accounts required for payment of interest, the
6frequency and extent of the activity on accounts, or on other classifications the
7commissioner division may approve.
AB150-engrossed,1778,109
214.585
(5) In any other form receiving the prior written approval of the
10commissioner division.
AB150-engrossed,1778,15
12214.592 Financially related services tie-ins. In any transaction conducted
13by a savings bank, a savings bank holding company or a subsidiary of either with a
14customer who is also a customer of any other subsidiary of any of them, the customer
15shall be given a notice in 12-point boldface type in substantially the following form:
AB150-engrossed,1778,1616
NOTICE OF RELATIONSHIP
AB150-engrossed,1778,2117
This company, .... (insert name and address of savings bank, savings bank
18holding company or subsidiary), is related to .... (insert name and address of savings
19bank, savings bank holding company or subsidiary) of which you are also a customer.
20You may not be compelled to buy any product or service from either of the above
21companies or any other related company in order to participate in this transaction.
AB150-engrossed,1779,222
If you feel that you have been compelled to buy any product or service from
23either of the above companies or any other related company in order to participate
24in this transaction, you should contact the management of either of the above
1companies at either of the above addresses or the
office of the commissioner division
2of savings and loan at .... (insert address).
AB150-engrossed,1779,54
214.62
(2) (e) Other provisions necessary or desirable or that the
commissioner 5division requires.
AB150-engrossed,1779,137
214.62
(3) After approval by the board of directors of the merging financial
8institution and of the savings bank, the merger agreement shall be submitted to the
9commissioner division for approval, together with a certified copy of the authorizing
10resolution of each board of directors. Before issuing approval, the
commissioner 11division may examine the affairs of each merging financial institution and its
12affiliates and subsidiaries, the expense of which is to be paid by the merging financial
13institution.
AB150-engrossed,1779,1715
214.62
(4) (intro.) The
commissioner
division may approve or disapprove the
16proposed merger agreement. The
commissioner division may not approve a merger
17agreement unless the
commissioner division finds all of the following:
AB150-engrossed,1779,2119
214.62
(5) If the
commissioner division fails to approve a proposed merger, the
20commissioner division shall state the objections in writing and give the merging
21financial institutions a stated period of time in which to amend the plan of merger.
AB150-engrossed,1780,3
23214.625 Merger; vote of approval. If approved by the
commissioner 24division, the plan of merger shall be submitted to the members or stockholders of
25each merging financial institution for approval. A meeting of the members or
1stockholders of a savings bank shall be called and held in accordance with ss. 214.305
2and 214.31. The plan is approved if it receives the affirmative vote of the majority
3of the total votes entitled to be cast.
AB150-engrossed,1780,19
5214.63 (title)
Merger; commissioner's certificate. The executed merger
6agreement, together with a certified copy of the minutes of the meeting of members
7or stockholders of each merging financial institution approving the merger
8agreement, shall be filed with the
commissioner division. The
commissioner division 9shall issue to the resulting savings bank a certificate of merger, setting forth the
10name of each merging financial institution, the name of the resulting savings bank
11and the date on which the
commissioner division approves the articles of
12incorporation and bylaws of the resulting savings bank. The merger takes effect on
13the date of the recording of the certificate or a later date if the certificate provides
14for a different date. Recording shall be completed in the same manner as required
15for savings bank articles of incorporation, in each county in which the home office of
16any of the merging financial institutions was located and in the county in which the
17home office of the resulting savings bank is located. The certificate shall be
18conclusive evidence of the merger and of the correctness of the merger proceedings
19except against this state.
AB150-engrossed,1780,23
21214.64 (title)
Merger; commissioner's expenses. The merging financial
22institutions shall pay the expenses of any examination made by or at the direction
23of the
commissioner division in connection with a proposed merger.
AB150-engrossed,1781,6
1214.645 Sale of assets. Subject to rules of the
commissioner division, a
2savings bank may, in a transaction not in the usual course of business, sell all or
3substantially all of its assets, with or without its name and goodwill, to another
4financial institution, in consideration of money, capital or obligations of the
5purchasing institution. A savings bank may sell an office or facility and equipment
6subject to rules of the
commissioner division.