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.
AB150-engrossed,1873,2313
215.60
(14) (title)
Discretionary authority of commissioner. The
14commissioner division shall have the discretionary power in the granting of
15certificates of authority to incorporators desiring to organize capital stock
16associations. The
commissioner division may refuse to issue certificates of
17incorporation to the incorporators of a capital stock association to commence
18business when, in the
commissioner's division's opinion, the incorporators or any of
19them are not of such character and general fitness as to warrant belief that the
20association will be conducted for the best interests of the public; the location of the
21proposed association is so close to an existing association that undue harm might
22result, or the support of the new association might not be such as to assure its
23success; or when other good and sufficient reasons exist for such refusal.
AB150-engrossed,1874,4
1215.60
(15) Appeal by applicants. If the
commissioner division refuses to grant
2a certificate of authority or a certificate of incorporation and the applicants feel
3aggrieved thereby, they may appeal to the review board to review the
commissioner's 4division's determination.
AB150-engrossed,1874,86
215.61
(1) Form. The articles of incorporation of a stock association shall be
7approved by the
commissioner division. The
commissioner division shall, with the
8approval of the review board, promulgate rules governing articles of incorporation.
AB150-engrossed,1874,1310
215.61
(2) Filing and approval. Duplicate originals of the articles of
11incorporation executed by the incorporators, and any subsequent amendments
12thereto adopted by the stockholders of the association, shall be filed with and
13approved by the
commissioner division.
AB150-engrossed,1874,1815
215.61
(5) Effective date. The effective date of the articles of incorporation
16and amendments thereto shall be the date when left for record in the office of register
17of deeds. The register of deeds shall forward a certificate of recording to the
18commissioner division.
AB150-engrossed,1874,2220
215.62
(1) Form. The bylaws of a stock association shall be approved by the
21commissioner division. The
commissioner division shall, with the approval of the
22review board, promulgate rules governing bylaws.
AB150-engrossed,1874,2524
215.62
(2) Filing and approval. Duplicate originals of the bylaws and
25amendments thereto shall be filed with and approved by the
commissioner division.
AB150-engrossed,1875,42
215.62
(3) Effective date. The effective date of bylaws and subsequent
3amendments thereto shall be the date on which such bylaws or amendments are
4approved by the
commissioner division.
AB150-engrossed,1875,256
215.64
(1) A savings and loan holding company shall be deemed to be engaged
7in the savings and loan business and shall be subject to the supervision and control
8of the
office of the commissioner division. Such savings and loan holding company
9shall file reports of its financial condition when requested by the
commissioner 10division, and the
commissioner division may order an examination of its solvency
11and economic condition whenever, in the
commissioner's
division's opinion, an
12examination is required. The cost of the examination shall be paid by the savings
13and loan holding company. Whenever in the opinion of the
commissioner division,
14the condition of the savings and loan holding company shall endanger the safety of
15the savings capital of any savings and loan association which it owns or in any
16manner controls, or the operation of such savings and loan holding company shall
17be carried on in a manner which endangers the safety of such savings and loan
18association or its savers, or is contrary to the public interest, the
commissioner 19division may order the savings and loan holding company to remedy such condition
20or policy within 90 days. If the
commissioner's
division's order is not complied with,
21the
commissioner division may fully direct the operation of such savings and loan
22association or savings and loan holding company until the order is complied with,
23and may withhold all dividends from the institution whose operation the
24commissioner division directs during the period in which the
commissioner division 25exercises such authority.
AB150-engrossed,1876,3
2215.67 Dividends. The board of a stock association may declare and pay
3dividends, subject to the orders and rules of the
commissioner division.
AB150-engrossed,1876,105
215.70
(1) Management responsibility. The management of a stock
6association shall be vested in a board of directors, who are charged with the
7responsibility of complying with this chapter, orders of the
commissioner division,
8rules of the
commissioner division promulgated under ch. 227, the articles of
9incorporation and bylaws of the association, and other laws applicable to savings and
10loan operations.
AB150-engrossed,1876,1512
215.70
(4) Promulgation of rules. The board may by resolution adopt rules
13for the conduct of business by the association, provided they are consistent with this
14chapter, the rules of the
commissioner division, and the articles of incorporation and
15bylaws of the association.
AB150-engrossed,1876,2017
215.73
(1) (a) (intro.) With the consent of the
commissioner division and subject
18to any condition that the
commissioner division prescribes, a stock association
19organized under this chapter may, by an affirmative vote of at least two-thirds of the
20board of each association, do any of the following:
AB150-engrossed,1877,222
215.73
(3) Withdrawal requests. Any saver in an absorbed association or
23savings bank, who intends to file a written withdrawal request for savings accounts
24within one year after the date of approval of such absorption by the
commissioner
1division, may do so by giving 90 days' written notice of such intention, and the
2savings accounts shall be withdrawn as provided in s. 215.17.
AB150-engrossed,1877,54
215.76
(1) (b) 1. Certified to the
commissioner division under the seal of the
5association, by its president and secretary.
AB150-engrossed,1877,97
215.76
(2) Period of liquidation. A stock association so liquidating shall
8dispose of its assets within 10 years from the date of liquidation, unless the
9commissioner division orders otherwise.
AB150-engrossed,1877,1311
215.76
(6) Resumption of business. A stock association in liquidation may
12resume business with the approval of the
commissioner
division upon conditions
13approved by the
commissioner division.