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.
AB150-engrossed,1781,128
214.65
(2) (a) The board of directors shall adopt by a two-thirds majority vote
9of all directors a resolution setting forth the terms of the proposed sale and shall
10submit the plan to the
commissioner division for preliminary approval. Upon receipt
11of approval by the
commissioner division, the plan shall be submitted to a vote of the
12members or stockholders at a special or annual meeting.
AB150-engrossed,1781,2114
214.65
(2) (b) The proposed sale is approved by the members or stockholders
15if it receives an affirmative vote from a majority of the total number of votes that are
16entitled to cast. A proposal for the voluntary liquidation of the savings bank may
17be submitted to the members or stockholders at the same meeting or at any later
18meeting called for that purpose. A certified summary of proceedings setting forth the
19terms of the proposed sale, the form and timing of the notice given, the vote on the
20proposal and the total number of votes entitled to cast shall be filed with the
21commissioner division.
AB150-engrossed,1782,323
214.65
(3) If the
commissioner division finds that the deposit insurance
24corporation has approved the sale, the proposed sale is fair to all members,
25stockholders, creditors and other persons concerned and provision has been made for
1the disposition of the remaining assets, if any, of the savings bank, the
commissioner 2division shall issue to the savings bank a certificate of authorization for the sale with
3a copy of the filed report of proceedings attached to the certificate.
AB150-engrossed,1782,105
214.655
(2) (intro.) A savings bank shall apply to the
commissioner division for
6authority to form an interim institution. The application shall be made on forms
7prescribed by the
commissioner division and shall be accompanied by a
8nonrefundable $1,000 fee. The
commissioner division shall promulgate rules
9governing the formation of, and the standards and supervisory considerations to be
10applied to, interim institutions. An application shall contain all of the following:
AB150-engrossed,1782,1312
214.66
(1) Applying to the
commissioner division for authority to organize as
13a savings bank.
AB150-engrossed,1782,1615
214.66
(5) Obtaining the
commissioner's division's approval to convert to a
16savings bank.
AB150-engrossed,1782,1918
214.66
(7) After obtaining the
commissioner's division's approval, giving notice
19to its previous regulatory authority.
AB150-engrossed,1783,221
214.665
(1) With the prior approval of the
commissioner division, which shall
22state that the proposed merger is necessary for the protection of depositors and other
23creditors, a savings bank that is in default or in danger of default may, by a majority
24vote of its board of directors and without a vote of its members or stockholders, merge
25with another savings bank, a state or federal savings and loan association, a state
1bank or a federal bank. The other entity shall be the resulting or continuing savings
2bank, savings and loan association or bank.
AB150-engrossed,1783,54
214.665
(2) The
commissioner division shall by rule establish standards for
5determining if a savings bank is in default or in danger of default.
AB150-engrossed,1783,147
214.67
(1) With the prior approval of the
commissioner division, which shall
8state that the proposed sale is necessary for the protection of depositors and other
9creditors, a savings bank may, by a majority vote of its board of directors and without
10a vote of its members or stockholders, sell all or any part of its assets to another
11savings bank, a state or federal savings and loan association, a state bank or a
12national bank if the savings bank, savings and loan association or bank assumes in
13writing all of the liabilities of the selling savings bank or to a deposit insurance
14corporation.
AB150-engrossed,1783,2016
214.67
(2) A savings bank may sell to a savings bank, state or federal savings
17and loan association, state bank or federal bank an insubstantial portion of its total
18deposits as described in
12 USC 1815 5 (d) (2) (D). Approval of the sale shall be by
19a majority vote of the board of directors and, with approval of the
commissioner 20division, may be without a vote of its members or stockholders.
AB150-engrossed,1783,2522
214.675
(1) A person, whether acting directly or indirectly, alone or with one
23or more persons, shall give the
commissioner division 60 days' written notice of
24intent to acquire control of 10% or more of a savings bank, affiliate, savings bank
25subsidiary, savings bank holding company or service corporation.
AB150-engrossed,1784,102
214.675
(2) A person, whether acting directly or indirectly, alone or with one
3or more persons, shall apply to the
commissioner
division 60 days before any
4proposed change in control. A change in control occurs if any change of ownership
5of stock, or of rights related to stock, would result in a person, whether acting directly
6or indirectly, alone or with one or more persons, owning, directly or indirectly, 25%
7or more of the voting shares or rights in a savings bank, affiliate, savings bank
8subsidiary, savings bank holding company or service corporation or such lesser
9amount that would entitle the person to elect one member to the board of directors
10of the entity.
AB150-engrossed,1784,1312
214.675
(3) The
commissioner division may examine the books and records of
13a person filing notice of intent under sub. (1) or an application under sub. (2).
AB150-engrossed,1784,2015
214.675
(4) The
commissioner's division's decision on a filing under sub. (1) or
16(2) shall be issued within 30 days after the date of receipt of a complete initial
17application or the date of receipt of additional information requested by the
18commissioner division that is necessary for making the decision. The
commissioner 19division shall make a request for additional information within 30 days of the date
20of the
commissioner's division's receipt of an initial filing.
AB150-engrossed,1784,2322
214.675
(5) The
commissioner division shall promulgate rules to implement
23this section.
AB150-engrossed,1785,5
1214.68
(1) (b) At the meeting the members or stockholders may, by affirmative
2vote of not less than two-thirds of the eligible votes, resolve to convert the savings
3bank into a federal savings bank, or if a federal institution, into a savings bank. A
4verified copy of the minutes of the meeting shall be filed with the
commissioner 5division within 10 days after the date of the meeting.
AB150-engrossed,1785,117
214.68
(1) (d) Within 6 months after the date of the meeting to convert, the
8savings bank shall take all steps necessary to complete the conversion. Within 10
9days after receipt of federal authorization, the savings bank shall file with the
10commissioner division a copy of its federal authorization. Upon filing, the savings
11bank shall cease to be a savings bank and shall be a federal savings bank.
AB150-engrossed,1785,1713
214.68
(1) (e) Within 6 months after the date of the federal institution's meeting
14to convert, the
commissioner division shall examine the federal institution and shall
15determine the action necessary to qualify the federal institution to convert to a
16savings bank. Upon complying with the necessary requirements, the
commissioner 17division shall approve the conversion.
AB150-engrossed,1785,2019
214.68
(3) Before any conversion under this section is effective, the
20commissioner division shall issue a certificate of conversion.
AB150-engrossed,1785,2522
214.685
(1) A mutual savings bank may convert to a stock savings bank under
23this section. The board of directors of the mutual savings bank shall adopt a plan of
24conversion that complies with this section and the rules of the
commissioner division.
25The plan of conversion is subject to the approval of the
commissioner division.
AB150-engrossed,1786,92
214.685
(2) Conversion of a mutual savings bank shall be effective only if it is
3accomplished according to a plan of conversion approved by the
commissioner 4division under sub. (1) and if the plan is approved by an affirmative vote of the
5majority of all votes entitled to be cast by members. Notice of a meeting to vote on
6the plan of conversion shall be sent to each member at least 10 days before the
7meeting. The notice shall state the date, time, place and purpose of the meeting,
8provide a summary of the plan of conversion and include any other information the
9commissioner division requires.
AB150-engrossed,1786,1311
214.685
(3) (intro.) Within 10 days after the date of a meeting at which a plan
12of conversion is adopted, the board of directors shall submit to the
commissioner 13division all of the following:
AB150-engrossed,1786,1615
214.685
(3) (b) Any additional information pertaining to the plan of conversion
16that the
commissioner division may require.