AB150-engrossed,1864,3
1215.56
(6) Resumption of business. Any mutual association in liquidation may
2with the approval of the
commissioner division resume business upon conditions
3approved by the
commissioner division.
AB150-engrossed,1864,155
215.56
(7) (a) Unclaimed liquidating dividends and all funds remaining unpaid
6in the hands of the association or its board of directors at or immediately prior to the
7date of final distribution, together with all final liquidating costs, shall be delivered
8by them to the
commissioner division to be deposited by the
commissioner division 9in one or more state banks, state savings banks or state-chartered savings and loan
10associations, to the credit of the
commissioner in the commissioner's name division,
11in trust for the various members and creditors entitled thereto. The
commissioner 12division shall include in the annual report under s. 215.02 (11) the names of the
13associations so liquidated and the sums of unclaimed and unpaid liquidating
14dividends and unclaimed funds with respect to each of them respectively, including
15a statement of interest or dividends earned upon the funds.
AB150-engrossed,1864,1717
215.56
(7) (b) (intro.) The
commissioner division may:
AB150-engrossed,1864,2019
215.56
(7) (b) 3. Apply the interest and dividends earned by the moneys so held
20toward defraying the expenses of the
office division.
AB150-engrossed,1864,2422
215.56
(8) (title)
Reserved authority
of commissioner. This section shall not
23prohibit the
commissioner division from proceeding against any association as
24provided in s. 215.32.
AB150-engrossed,1865,7
1215.57
(1) (b) At such meeting, by the affirmative vote, in person or by proxy,
2of not less than two-thirds of the dollar value of savings accounts of the association
3the members may by resolution declare to convert such association into a federal
4association or into a state-chartered association. A copy of the minutes of such
5meeting, verified by the affidavit of the chairperson and the secretary of the meeting,
6shall be filed
in the office of the commissioner
with the division within 10 days after
7the meeting.
AB150-engrossed,1865,159
215.57
(1) (d) 1. Within 6 months after the adjournment of a meeting to convert
10into a federal association, the association shall do what is necessary to make it a
11federal association. Within 10 days after the receipt of the federal charter, the
12association shall file with the
commissioner division a copy of the federal charter
13certified by the federal home loan bank board. Upon such filing the association shall
14cease to be a state-chartered association and shall thereafter be a federal
15association.
AB150-engrossed,1865,2217
215.57
(1) (d) 2. Within 6 months after the adjournment of a meeting of the
18members of a federal mutual association called for the purpose of converting the
19association into a state-chartered association, the
commissioner division shall
20examine such association and shall determine the action necessary to qualify the
21converting federal mutual association for a state charter. Upon complying with the
22necessary requirements, a state charter shall be issued to such association.
AB150-engrossed,1866,224
215.57
(4) (title)
Commissioner's approval Approval required before
25conversion becomes effective. Before any such conversion of any association shall
1be final and in effect, the written approval of the
commissioner division must be
2secured by such association.
AB150-engrossed,1866,94
215.58
(1) (a) A state chartered mutual association may convert to a stock
5association or a mutual savings and loan holding company may convert to a stock
6savings and loan holding company under this section. The board shall adopt a plan
7of conversion which complies with this section and the rules of the
commissioner 8division. The plan of conversion is subject to the approval of the
commissioner 9division.
AB150-engrossed,1866,1811
215.58
(1) (b) Conversion of a mutual association or a mutual savings and loan
12holding company under this section is effective only if done according to a plan of
13conversion approved by the
commissioner division under par. (a) and if the plan is
14approved by an affirmative vote of the majority of all votes entitled to be cast by
15members. Notice of a meeting to vote on the plan of conversion shall be sent to each
16member at least 10 days prior to such meeting. The notice shall state the time, place
17and purpose of the meeting, and provide a summary of the plan of conversion and
18such other information as the
commissioner division requires.
AB150-engrossed,1866,2120
215.58
(1) (c) (intro.) Within 10 days after a meeting of members at which a plan
21of conversion is adopted, the board shall submit to the
commissioner division:
AB150-engrossed,1866,2423
215.58
(1) (c) 2. Such additional information pertaining to the plan of
24conversion as the
commissioner division may require.
AB150-engrossed,1867,4
1215.58
(2) (title)
Commissioner's approval Approval of plan of conversion;
2standards. (intro.) The
commissioner division may approve a plan of conversion
3under this section if the
commissioner division finds that the plan meets all of the
4following conditions:
AB150-engrossed,1867,76
215.58
(2) (c) The plan complies with any other standard which the
7commissioner division may promulgate by rule as in the public interest.
AB150-engrossed,1867,179
215.58
(3) Certificate of conversion; effective date. The
commissioner 10division may issue a certificate of conversion from a mutual association to a stock
11association or from a mutual savings and loan holding company to a stock savings
12and loan holding company if the
commissioner division determines the plan of
13conversion has been implemented as approved and the association or holding
14company has complied with this section and any conditions to the approval. The date
15specified in the certificate is the effective date of conversion. The certificate shall be
16recorded with the register of deeds in the county where the home office of the
17association or the registered office of the holding company is located.
AB150-engrossed,1867,2119
215.58
(6) (title)
Reserved authority
of commissioner. (intro.) The
20commissioner division may issue rules governing the conversion of a mutual
21association or mutual savings and loan holding company, including:
AB150-engrossed,1868,223
215.59
(1) (c)
Capital asset retention. Subject to the approval of the
24commissioner division, if the net worth of the stock association chartered under the
25reorganization plan exceeds the minimum net worth under s. 215.24, a plan may
1permit a mutual savings and loan holding company to retain capital assets of the
2reorganizing mutual association.
AB150-engrossed,1868,44
215.59
(1) (d) 3. The
commissioner
division under par. (f).
AB150-engrossed,1868,96
215.59
(1) (e) 1. Notice of a meeting to vote on a reorganization plan shall be
7sent to members at least 10 days before the meeting. The notice shall state the time,
8place and purpose of the meeting, shall provide a summary of the reorganization plan
9and shall provide any other information that the
commissioner division requires.
AB150-engrossed,1868,1511
215.59
(1) (e) 3. Within 10 days after a reorganization plan receives member
12approval, the mutual association shall submit to the
commissioner division a copy
13of the minutes of the meeting at which the plan is approved. The secretary of the
14mutual association shall certify that the minutes show that the members approved
15the reorganization plan.
AB150-engrossed,1868,1917
215.59
(1) (f) (title)
Commissioner Division approval. (intro.) The
18commissioner division may approve a reorganization plan if the
commissioner 19division finds that all of the following conditions exist:
AB150-engrossed,1868,2421
215.59
(1) (f) 3. The reorganization plan complies with rules promulgated by
22the
commissioner division governing the reorganization of a mutual association into
23a mutual savings and loan holding company and the operation of a mutual savings
24and loan holding company.
AB150-engrossed,1869,12
1215.59
(1) (g)
Certificate of reorganization. If the
commissioner division 2determines that the mutual association has complied with the requirements of this
3subsection and has implemented the reorganization plan as approved, the
4commissioner division shall issue a certificate of reorganization evidencing that the
5mutual association has been reorganized into a mutual savings and loan holding
6company. The date specified in the certificate shall be the effective date of
7reorganization. On the date specified in the certificate, the mutual association
8ceases to exist but its legal existence continues as a mutual savings and loan holding
9company. The certificate shall be recorded with the register of deeds in the county
10in which the home office of the mutual association was located and in the county in
11which the registered office of the mutual savings and loan holding company is
12located.
AB150-engrossed,1869,1914
215.59
(3) (a) 10. Unless limited or prohibited by the
commissioner division,
15engage in any activity that the federal reserve board permits a bank holding
16company to engage in under
12 CFR 225, subpart C, promulgated pursuant to
12
17USC 1843 (c) or any activity that the federal savings and loan insurance corporation
18authorized a multiple savings and loan holding company to engage in directly on
19March 5, 1987.
AB150-engrossed,1870,221
215.59
(3) (a) 12. Dissolve itself and the stock association chartered under sub.
22(1) (b) 1. and convert itself and the stock association into a mutual association or
23mutual savings bank under a plan, approved by the
commissioner division, that
24provides that the converting mutual savings and loan holding company ceases to
25engage in activities that the converted association or savings bank may not engage
1in and that provides that stock in a subsidiary association or savings bank that is not
2held by the converting mutual savings and loan holding company is redeemed.
AB150-engrossed,1870,84
215.59
(4) Stock in subsidiary. Under a plan approved by the
commissioner 5division, a stock association that is a subsidiary of a mutual savings and loan holding
6company may issue any number of nonvoting shares and less than 50% of the voting
7shares of the stock association to persons other than the mutual savings and loan
8holding company.
AB150-engrossed,1870,1310
215.60
(1) (c) An association shall include the word "savings" in its name if its
11name includes the word "bank". This paragraph does not apply to an association
12name if the association obtained approval for use of the name from the
commissioner 13division before February 12, 1992.
AB150-engrossed,1870,1615
215.60
(2) Minimum requirements. (intro.) The
commissioner division by rule
16shall determine:
AB150-engrossed,1870,1918
215.60
(2) (c) Such other requirements as the
commissioner division deems
19necessary or desirable.
AB150-engrossed,1870,2321
215.60
(3) Who may organize. Any individual who is a resident of this state may
22apply to the
commissioner division for authority to incorporate a stock association
23under this section. The individual applying is the incorporator.
AB150-engrossed,1870,2525
215.60
(4) (h) Such other information as the
commissioner division requires.
AB150-engrossed,1871,62
215.60
(5) Application fee. The incorporators shall pay to the
commissioner 3division a $500 fee, which sum shall be paid by the
commissioner division into the
4general fund to the credit of the
office division. Applicants shall also be liable for any
5other direct costs incurred by the
commissioner division or review board for any
6transcripts of hearings, per diems and travel expenses.
AB150-engrossed,1871,118
215.60
(6) Notice of application and hearing thereon. Upon receipt of a
9properly executed application, the
commissioner division shall, within 30 days,
10assign a date and place for hearing on the application and notice thereof shall be
11given as provided in s. 215.40 (7).
AB150-engrossed,1871,1913
215.60
(7) Certificate of authority; when issued. If the application to
14organize a capital stock association is approved, the
commissioner division shall
15issue to the incorporators a certificate of authority to effect a temporary
16organization, consisting of a chairperson, a secretary and a treasurer; to adopt
17articles of incorporation; to adopt bylaws; to adopt rules for the procedure of the
18incorporators; to conduct meetings; and to open subscription books for the sale of
19capital stock and also open subscription books for savings accounts.
AB150-engrossed,1871,2421
215.60
(10) Certificate of authority, when voided. The certificate of authority
22as described in sub. (7) shall be void after 180 days from its date, but the
23commissioner division may, for cause, extend the life of the certificate for such time
24as the
commissioner division deems advisable.
AB150-engrossed,1872,3
1215.60
(11) (a) (intro.) Within the time prescribed in sub. (10), the incorporators
2of the proposed capital stock association shall file with the
commissioner division a
3certificate stating:
AB150-engrossed,1872,65
215.60
(11) (a) 1. That articles of incorporation have been executed, filed with
6and approved by the
commissioner division and recorded;
AB150-engrossed,1872,98
215.60
(11) (a) 2. That a meeting of stockholders was held and that directors
9and officers acceptable to the
commissioner division were elected at the meeting;
AB150-engrossed,1872,1211
215.60
(11) (a) 3. That bylaws were adopted and filed with and approved by the
12commissioner division;
AB150-engrossed,1872,1614
215.60
(11) (a) 7. That insurance of savings accounts has been obtained from
15the federal savings and loan insurance corporation or other instrumentality
16approved by the
commissioner division; and
AB150-engrossed,1872,2118
215.60
(11) (b) No business, other than that of completing the organization of
19the proposed capital stock association, may be transacted until such time as the
20commissioner division issues a certificate of incorporation to the association to
21commence business.
AB150-engrossed,1873,423
215.60
(12) Certificate of incorporation, when issued. Upon receipt of the
24certificate of compliance from the incorporators, described in sub. (11), and after all
25fees have been paid, the
commissioner division may within 90 days issue a certificate
1of incorporation to the association
under the commissioner's hand and seal 2authorizing
such the association to commence business. The date appearing on the
3certificate of incorporation shall be the date of the corporate existence of the
4association.
AB150-engrossed,1873,116
215.60
(13) Certificate of incorporation, when voided. Any capital stock
7association failing to commence business within 6 months from the date of the
8certificate of incorporation shall have its corporate existence terminated, and its
9articles of incorporation and certificate of incorporation shall be voided, but the
10commissioner division may for cause, extend the life of such certificate for such time
11as the
commissioner division deems advisable.