AB150: Bill Text Engrossed

AB150-engrossed,1962,16 220.08 (6) Upon taking possession of the property and assets of such bank or banking corporation, the commissioner division shall make an inventory of the assets of such bank or banking corporation, in duplicate, one to be filed in the office of the commissioner with the division, and one in the office of the clerk of circuit court for the county in which such bank or banking corporation is located; upon the expiration of the time fixed for the presentation of claims, the commissioner division shall make in duplicate a full and complete list of the claims presented, including and specifying such claims as have been rejected by it, one to be filed in the office of the commissioner with the division, and one in the office of the clerk of circuit court for the county in which such bank or banking corporation is located. Such inventory and list of claims shall be open at all reasonable times to inspection.

AB150-engrossed, s. 6038 Section 6038. 220.08 (7) of the statutes is amended to read:

AB150-engrossed,1963,14 220.08 (7) The compensation of the special deputy commissioners deputies, counsel, and other employes and assistants, and all expenses of supervision and liquidation, shall be fixed by the commissioner division subject to the approval of the circuit court for the county in which such bank or banking corporation is located, on notice of such bank or banking corporation, and shall upon the certificate of the commissioner division be paid out of the funds of such bank or banking corporation in the hands of the commissioner division. Expenses of supervision and liquidation shall include the cost of services rendered by the office of the commissioner of banking division to the bank or banking corporation being liquidated and the commissioner division shall the first of each month determine such cost in the manner hereinafter provided, which cost shall be charged to each bank in liquidation and the same shall be paid to the office of the commissioner of banking division as other expenses of liquidation are paid. The amount of the aforesaid supervision cost to be paid by each bank in liquidation shall be determined by taking that portion of the total supervision cost of all banks in liquidation for the preceding month, which the total book value of the unliquidated book assets of each said bank bears to the total book value of all the unliquidated book assets of every bank in liquidation. In making computations for each month the total supervision cost and all book values of unliquidated assets shall be determined as of the last business day of the preceding month. The moneys collected by the commissioner division shall be from time to time deposited in one or more state banks, and, in case of the suspension or insolvency of the depository, such deposits shall be preferred before all other deposits.

AB150-engrossed, s. 6039 Section 6039. 220.08 (8) of the statutes is amended to read:

AB150-engrossed,1964,3 220.08 (8) At any time after the expiration of the date fixed for the presentation of claims, the commissioner division may out of the funds remaining in the commissioner's hands division's possession after the payment of expenses declare one or more dividends, and after the expiration of one year from the first publication of notice to creditors, the commissioner division may declare a final dividend, such dividends to be paid to such persons, and in such amounts, and upon such notice, as may be directed by the circuit court for the county in which such bank or banking corporation is located. Objections to any claim not rejected by the commissioner division may be made by any party interested by filing a copy of such objections with the commissioner, who division, which shall present the same to the circuit court at the time of the next application to declare a dividend. The court may if deemed advisable provide for the setting aside of a sum sufficient to pay all or any part of the dividends due on any unproved or unclaimed deposits.

AB150-engrossed, s. 6040 Section 6040. 220.08 (9) of the statutes is amended to read:

AB150-engrossed,1964,23 220.08 (9) Whenever any such bank or banking corporation, of whose property and business the commissioner division has taken possession, as aforesaid, deems itself aggrieved thereby, it may, at any time within 10 days after such taking possession, apply to the circuit court for the county in which such bank or banking corporation is located to enjoin further proceedings; and said court, after citing the commissioner division to show cause why further proceedings should not be enjoined and hearing the allegations and proofs of the parties and determining the facts may, upon the merits dismiss such application or enjoin the commissioner division from further proceedings, and direct the commissioner division to surrender such business and property to such bank or banking corporation. Said bank or banking corporation may, if it desires so to do, within 10 days after taking possession apply to the banking review board to review the action of the commissioner division in taking possession. The banking review board shall act speedily on such application. Within 10 days after notice of the decision of the banking review board, said bank or banking corporation may apply to said circuit court of the county in which such bank or banking corporation is located to enjoin further proceedings. The proceedings on such application shall be on notice to the commissioner division and shall be the same as where the application to the court is made as above provided without application to the review board.

AB150-engrossed, s. 6041 Section 6041. 220.08 (10) of the statutes is amended to read:

AB150-engrossed,1965,14 220.08 (10) Whenever the commissioner division has paid to every depositor and creditor of such bank or banking corporation (not including stockholders), whose claims as such creditor or depositor have been duly proved and allowed, the full amount of such claims, and has made proper provision for unclaimed and unpaid deposits or dividends, and has paid all the expenses of the liquidation, the commissioner division shall call a meeting of the stockholders of such bank or banking corporation by giving notice thereof by certified mail and by publication of a class 2 notice, under ch. 985, in the county where such bank or banking corporation is located. At such meeting the stockholders shall determine whether the commissioner division shall be continued as liquidator and shall wind up the affairs of such bank or banking corporation, or whether an agent or agents shall be elected for that purpose, and in so determining the said stockholders shall vote by ballot, in person or by proxy, each share of stock entitling the holder to one vote, and the majority of the stock shall be necessary to a determination.

AB150-engrossed, s. 6042 Section 6042. 220.08 (11) of the statutes is amended to read:

AB150-engrossed,1966,7 220.08 (11) In case it is determined to continue the liquidation under the commissioner division, the commissioner division shall complete the liquidation of the affairs of such bank or banking corporation, and after paying the expenses thereof, shall distribute the proceeds among the stockholders in proportion to the several holdings of stock in such manner and upon such notice as may be directed by the circuit court. In case it is determined to appoint an agent or agents to liquidate, the stockholders shall thereupon select such agent or agents by ballot, a majority of the stock present and voting, in person or by proxy, being necessary to a choice. Such agent or agents shall execute and file with the commissioner division a bond to the people of the state in such amount, with such sureties and in such form as shall be approved by the commissioner division, conditioned for the faithful performance of all the duties of the agent's or the agents' trust, and thereupon the commissioner division shall transfer and deliver to such agent or agents all the undivided or uncollected or other assets of such bank or banking corporation then remaining in the commissioner's hands division's possession; and upon such transfer and delivery, the said commissioner division shall be discharged from any and all further liability to such bank or banking corporation and its or their creditors.

AB150-engrossed, s. 6043 Section 6043. 220.08 (12) of the statutes is amended to read:

AB150-engrossed,1966,18 220.08 (12) Such agent or agents shall convert the assets coming into the agent's or agents' possession into cash, and shall account for and make distribution of the property of said bank or banking corporation, as is herein provided in the case of distribution by the commissioner division, except that the expenses thereof shall be subject to the direction and control of the circuit court. In case of the death, removal, or refusal to act of any such agent or agents, the stockholders, on the same notice, to be given by the commissioner division upon proof of such death, removal, or refusal to act being filed with it, and by the same vote hereinbefore provided, may elect a successor, who shall have the same powers and be subject to the same liabilities and duties as the agent originally elected.

AB150-engrossed, s. 6044 Section 6044. 220.08 (13) of the statutes is amended to read:

AB150-engrossed,1967,3 220.08 (13) The commissioner division shall deposit dividends and unclaimed deposits which have been provided for and which remain unpaid in the hands of the commissioner division for 6 months after the order for final distribution in one or more state banks, to the credit of the commissioner division, in trust for the several depositors with and creditors of the liquidated bank or banking corporations from which they were received. The commissioner's division's annual report under s. 220.14 shall include the names of banks or banking corporations so taken possession of and liquidated and the sums of unclaimed and unpaid deposits or dividends with respect to each of them respectively.

AB150-engrossed, s. 6045 Section 6045. 220.08 (14) of the statutes is amended to read:

AB150-engrossed,1967,20 220.08 (14) The commissioner division may pay the moneys held by him or her the division to the persons entitled to them, upon being furnished satisfactory evidence of their right to the same. In cases of doubt or conflicting claims, the commissioner division may require an order of the circuit court authorizing and directing the payment thereof. The commissioner division may apply the interest earned towards defraying the expenses in the payment and distribution of such unclaimed deposits or dividends to the depositors and creditors entitled to receive them, and if necessary may draw on the fund to defray such expenses. After one year from the time of the order for final distribution, the commissioner division shall report and deliver all unclaimed funds to the state treasurer as provided in ch. 177. All claims subsequently arising shall be presented to the commissioner division. If the commissioner division determines that any claim should be allowed, he or she the division shall certify to the department of administration the name and address of the person entitled to payment and the amount thereof and shall attach the claim to the certificate. The department secretary of administration shall certify the claim to the state treasurer for payment.

AB150-engrossed, s. 6046 Section 6046. 220.08 (15) of the statutes is amended to read:

AB150-engrossed,1968,14 220.08 (15) Whenever the commissioner division, with a view of restoring the solvency of any bank of which the commissioner division has taken charge pursuant to law, shall approve a reorganization plan entered into between the depositors and unsecured creditors of such bank and the bank or reorganizers thereof, which represent 80 per cent of the amount of deposits and unsecured claims of such banks, then and in such case all other depositors and unsecured creditors shall be held to be subject to such agreement to the same extent and with the same effect as if they had joined in the execution thereof, and their claims shall be treated in all respects as if they had joined in the execution of such articles or reorganization plan in the event of restoration of such bank to solvency, and the reopening of the same for business. The investment board and the governing board of any county, city, village, town, drainage district, power district, school district, sewer district, or other governmental subdivision, or any commission, committee, board or officer thereof, having any funds on deposit at the time of the closing of the bank are authorized to join in any reorganization plan, if, in the judgment of such investment board or other governing board, the reorganization plan is in the best interests of all persons concerned. All deposits made in any state bank subsequent to June 3, 1927 shall be subject to the conditions hereof.

AB150-engrossed, s. 6047 Section 6047. 220.08 (16) of the statutes is amended to read:

AB150-engrossed,1968,25 220.08 (16) Whenever the commissioner division is informed, within 10 days after the commissioner division has taken charge of a bank pursuant to law, that a plan for the reorganization of such bank is being considered, the commissioner division may refrain from complying with any or all of the provisions of this section for such time as the commissioner division deems advisable, but for not more than 40 days after the commissioner division has taken charge of said bank. The approval by the commissioner division and the acceptance by the depositors and unsecured creditors of a reorganization plan within the time specified as provided in sub. (15), shall operate to relieve the commissioner division of the duties and liabilities provided by this section in the case of liquidation of banks.

AB150-engrossed, s. 6048 Section 6048. 220.08 (17) of the statutes is amended to read:

AB150-engrossed,1969,18 220.08 (17) Whenever it shall appear to the commissioner division that the books and records of any liquidated bank or banking corporation or segregated trust are no longer required by the commissioner, he or she division, the division may make application to the circuit court having jurisdiction of such liquidated bank or banking corporation or segregated trust for an order determining what books and records are to be kept and what destroyed, stating in such application his or her the division's recommendations thereon. Said circuit court shall thereupon enter an order determining what books and records shall be kept and what shall be destroyed. The books and records ordered preserved shall be delivered to the clerk of such court to be kept by him or her until further order of the court. Following the expiration of the retention period provided in SCR chapter 72, the circuit court shall submit to the historical society copies of the commissioner's division's application and the court order determining what books and records have been kept. On subsequent application of the historical society the court may order delivery to the society of such books and records as the society deems of permanent historical significance and the destruction of the balance, whether or not any such records have been photographed or microphotographed.

AB150-engrossed, s. 6049 Section 6049. 220.08 (18) of the statutes is amended to read:

AB150-engrossed,1969,22 220.08 (18) Whenever any bank or banking corporation has been completely liquidated, the commissioner division shall and is hereby authorized to cancel the charter of such bank or banking corporation.

AB150-engrossed, s. 6050 Section 6050. 220.08 (19) (intro.) of the statutes is amended to read:

AB150-engrossed,1970,2 220.08 (19) (intro.) Segregated trusts heretofore or hereafter created in connection with the stabilization and readjustment or reorganization of a bank shall be administered and liquidated under the supervision of the commissioner division and the circuit court of the county in which the bank is located.

AB150-engrossed, s. 6051 Section 6051. 220.08 (19) (b) of the statutes is amended to read:

AB150-engrossed,1970,8 220.08 (19) (b) The administration and liquidation of such trust shall be subject to the supervision of the commissioner division and as far as practicable shall be subject to the approval of the circuit court of the county wherein such bank is located in the same manner and to the same extent as is the administration of banks in liquidation under the provisions of this section.

AB150-engrossed, s. 6052 Section 6052. 220.08 (19) (c) of the statutes is amended to read:

AB150-engrossed,1970,16 220.08 (19) (c) The commissioner division shall make such examinations of the books, records and assets of such trust as the commissioner division deems necessary and shall submit copies of such examinations to the trustees and to the circuit court. The cost of such examinations and the cost of the supervision rendered by the commissioner division, which cost shall be determined by said commissioner the division, shall be a charge against the trust and shall be paid as an expense of administration.

AB150-engrossed, s. 6053 Section 6053. 220.08 (19) (d) of the statutes is amended to read:

AB150-engrossed,1970,24 220.08 (19) (d) The trustees of such trust shall be known collectively as "the trustees of the segregated trust of (name of bank)" and in that name may sue and be sued and perform the duties imposed on them by law and the provisions of the agreement or court order creating such trust. A certificate issued by the commissioner division shall be sufficient proof of the creation of such trust, of the appointment and qualification of the persons named therein to act as trustees and of the powers of the trustees.

AB150-engrossed, s. 6054 Section 6054. 220.08 (20) of the statutes is amended to read:

AB150-engrossed,1971,23 220.08 (20) In the event the commissioner division, as statutory receiver of closed state banks or in connection with the commissioner's division's supervision of segregated trusts, shall have possession of any funds or property by reason of any recovery on an official bond or otherwise, and said funds shall not belong to or be attributable to any specific bank or banks in liquidation or to any specific segregated trust or trusts and it shall appear that all or a number of banks in liquidation or all or a number of the segregated trusts supervised by the commissioner division or the depositors or other creditors of such banks or trusts, may have an interest in such funds or property, the commissioner division may petition the circuit court for Dane county for an order directing the disposition of such funds or property. The court, upon presentation of such a petition, shall direct the commissioner division to give such notice of hearing thereon, by publication of a class 3 notice, under ch. 985, or otherwise, as appears reasonable under the circumstances. The expenses of the commissioner division in any such proceeding shall be paid out of such funds or property. If it shall appear to the court that the persons to whom such funds or property may ultimately belong cannot be found or ascertained or that the expense of such ascertainment would in the judgment of the court be excessive or unreasonable under all the circumstances, the court shall enter an order directing the commissioner division to transmit such funds or property to the state treasurer to become the property of the state. Any person claiming an interest in any such funds or property so ordered to be transmitted to the state treasury may within 5 years after the entry of such order bring suit against the state for recovery thereof without interest.

AB150-engrossed, s. 6055 Section 6055. 220.08 (20a) of the statutes is amended to read:

AB150-engrossed,1972,11 220.08 (20a) After liquidation of the assets of a delinquent bank, any remaining assets, including all unknown and undiscovered assets in the custody of the commissioner division, shall, after approval of the circuit court having jurisdiction thereof, be retained by the commissioner who division which is authorized and empowered to hold such assets, claims and demands with the full right and power to compound, compromise, settle and assign the same with full authority to execute and deliver any legal instruments incidental thereto without further court approval. Any moneys or proceeds received therefrom shall be paid into the general fund of the state of Wisconsin after the commissioner division has first deducted therefrom the costs of the commissioner's division's services and other expenses incidental thereto.

AB150-engrossed, s. 6056 Section 6056. 220.081 (1) of the statutes is amended to read:

AB150-engrossed,1972,22 220.081 (1) The commissioner of banking division may, in the event of the closing of any bank which is a member of the federal deposit insurance corporation or the deposits in which are to any extent insured by said corporation, tender to said corporation the appointment as statutory receiver of such bank and if the corporation accepts said appointment, the corporation shall have and possess all the powers and privileges given by the laws of this state to the commissioner of banking division as statutory receiver of a closed bank and be subject to all the duties of the commissioner division as such statutory receiver, except insofar as such powers, privileges, or duties are in conflict with the provisions of subsection 1 of section 8 of said banking act of 1933, or any other applicable federal laws.

AB150-engrossed, s. 6057 Section 6057. 220.081 (4) of the statutes is amended to read:

AB150-engrossed,1973,6 220.081 (4) The commissioner division or the federal deposit insurance corporation being in possession of any delinquent bank may, as receiver of such bank and upon the order of the circuit court for the county in which such bank is located, borrow money from the federal deposit insurance corporation and secure the payment of such loan by the mortgage pledge, transfer in trust or hypothecation of any or all of the property and assets of such delinquent bank and upon like order may sell to said federal deposit insurance corporation any or all of the property and assets of such delinquent bank.

AB150-engrossed, s. 6058 Section 6058. 220.086 of the statutes is amended to read:

AB150-engrossed,1973,15 220.086 Receiver of delinquent bank may borrow from federal government agency; court order. The commissioner of banking division, having taken possession of any delinquent bank, may, as receiver of such bank, and upon the order of the circuit court for the county in which such bank is located, borrow money from any agency of the federal government, upon such terms and conditions as may be satisfactory to such federal agency, and issue evidences of indebtedness therefor, and secure the payment of such loan by the mortgage, pledge, transfer in trust, or hypothecation of any or all of the property and assets of such delinquent bank.

AB150-engrossed, s. 6059 Section 6059. 220.09 of the statutes is amended to read:

AB150-engrossed,1974,4 220.09 Indemnity fund, national bank. Every national bank which has been granted a special permit by the federal reserve board to act in a fiduciary capacity under the provisions of subsection (k) of section 11, of the federal reserve act shall deposit with the state treasurer security, approved by the commissioner of banking division, in the manner which is required of trust company banks organized under s. 223.02. Such securities shall be of the same nature as the security designated by the provisions of such section for the deposit by trust companies organized under the laws of this state. Such national bank, so long as it shall continue solvent and comply with the laws of this state applicable thereto, may be permitted by the commissioner division to collect the interest on the security so deposited and from time to time withdraw the said securities or any part thereof provided that securities or cash of the amount and value required by this section shall at all times be maintained on deposit.

AB150-engrossed, s. 6060 Section 6060. 220.10 of the statutes is amended to read:

AB150-engrossed,1974,15 220.10 (title) Books and accounts; commissioner's division's control. Whenever it appears to the commissioner division that any bank does not keep books and accounts in such manner as to enable the commissioner division to readily ascertain the true condition of such bank, the commissioner division may require the officers of such bank to open and keep such books or accounts as the commissioner division prescribes for the purpose of keeping accurate and convenient records of the transactions and accounts of such bank. Any bank that refuses or neglects to open and keep such books or accounts as the commissioner division prescribes shall be subject to a penalty of $10 for each day it neglects and fails to open and keep such prescribed books and accounts.

AB150-engrossed, s. 6061 Section 6061. 220.12 of the statutes is amended to read:

AB150-engrossed,1974,22 220.12 Attorney general, duty of. All proceedings by any bank to enjoin the commissioner of banking division in the discharge of the commissioner's division's duties shall be had in the county where said bank is located, or in the supreme court of this state. All suits and proceedings arising out of the provisions of the banking laws, in which the state, or any of its officers or agents shall be parties, shall be conducted under the direction and supervision of the attorney general.

AB150-engrossed, s. 6062 Section 6062. 220.13 of the statutes is amended to read:

AB150-engrossed,1975,2 220.13 Copies as evidence. Copies of all records and papers held in the office of the commissioner of banking, division and certified by the commissioner and authenticated by the commissioner's seal of office, division shall be evidence in all cases equally and of like effect as the original.

AB150-engrossed, s. 6063 Section 6063. 220.14 (intro.) of the statutes is amended to read:

AB150-engrossed,1975,7 220.14 (title) Commissioner's Division's report. (intro.) The commissioner division shall publish an annual report and submit the report to the governor and the chief clerk of each house of the legislature for distribution to the legislature under s. 13.172 (2). The report shall:

AB150-engrossed, s. 6064 Section 6064. 220.14 (1) of the statutes is amended to read:

AB150-engrossed,1975,10 220.14 (1) Exhibit the condition of the various banks of the state as of the day of the last report made to the commissioner division by such banks.

AB150-engrossed, s. 6065 Section 6065. 220.14 (7) of the statutes is amended to read:

AB150-engrossed,1975,13 220.14 (7) Give such other information as the commissioner division deems necessary.

AB150-engrossed, s. 6066 Section 6066. 220.28 of the statutes is amended to read:

AB150-engrossed,1975,17 220.28 Destruction of obsolete records by state banks. Any state bank may destroy or dispose of such of its records as may have become obsolete after first obtaining the written consent of the commissioner of banking division.

AB150-engrossed, s. 6067 Section 6067. 220.285 (1) of the statutes is amended to read:

AB150-engrossed,1976,4 220.285 (1) Any state bank, trust company bank, licensee under s. 138.09, 138.12, 218.01, 218.02, 218.04 or 218.05 or ch. 217 or credit union may cause any or all records kept by such bank, licensee or credit union to be recorded, copied or reproduced by any photostatic, photographic or miniature photographic process or by optical imaging if the process employed correctly, accurately and permanently copies, reproduces or forms a medium for copying, reproducing or recording the original record on a film or other durable material. A bank, licensee or credit union may thereafter dispose of the original record after first obtaining the written consent of the commissioner of banking division. This section, excepting that part of it which requires written consent of the commissioner of banking division, is applicable to national banking associations insofar as it does not contravene federal law.

AB150-engrossed, s. 6068 Section 6068. 221.01 (1) of the statutes is amended to read:

AB150-engrossed,1976,10 221.01 (1) Application. Any number of adult persons, citizens of Wisconsin, not less than 7 nor more than 20, desiring to associate for the purpose of organizing a banking corporation under this chapter, shall make application to the commissioner of banking division in such manner as may be prescribed on a form furnished by the commissioner division.

AB150-engrossed, s. 6069 Section 6069. 221.01 (2) (e) of the statutes is amended to read:

AB150-engrossed,1976,13 221.01 (2) (e) Such other information as the commissioner division may require.

AB150-engrossed, s. 6070 Section 6070. 221.01 (3) of the statutes is amended to read:

AB150-engrossed,1977,2 221.01 (3) Notice. Upon receipt by the commissioner division of such application properly executed, the commissioner division shall, within 5 days, forward to the applicants a copy of an official notice of application for authority to organize a bank, containing such information as shall make known to the public the facts specifically required by statute to be given in the application, and assigning a date and place for hearing on the application. The notice shall be published as a class 3 notice, under ch. 985, by the applicants, at their own expense, in the city, village or town where the bank is to be located. Proof of publication shall be filed with the commissioner division in such form as the commissioner division requires. The commissioner division may waive the requirement of publication herein contained where the bank to be organized is to replace, absorb or consolidate one or more existing banks.

AB150-engrossed, s. 6071 Section 6071. 221.01 (4) of the statutes is amended to read:

AB150-engrossed,1977,7 221.01 (4) Fee. The applicants shall pay to the commissioner of banking division a fee of $2,500 together with the actual costs incurred by the commissioner division in making an investigation of the application, which sum shall be paid into the state treasury.

AB150-engrossed, s. 6072 Section 6072. 221.01 (5) of the statutes is amended to read:

AB150-engrossed,1978,3 221.01 (5) Investigation. The commissioner division shall thereupon ascertain at the hearing and from the best sources of information at the commissioner's division's command, and by such investigation as the commissioner division may deem necessary, whether the character, responsibility and general fitness of the persons named in such application are such as to command confidence and to warrant the belief that the business of the proposed corporation will be honestly and efficiently conducted in accordance with the intent and purpose of this chapter; and whether public convenience and advantage will be promoted by allowing such bank to organize; and the commissioner division also shall investigate the character and experience of the proposed officers, the adequacy of existing banking facilities, and the need of further banking capital; the outlook for the growth and development of the city, town or village in which such bank is to be located, and the surrounding territory from which patronage would be drawn; the methods and banking practices of the existing bank or banks; the interest rate which they charge to borrowers; the character of the service which they render the community, and the prospects for the success of the proposed bank if efficiently managed. Such investigation shall be completed within 90 days from the filing in the office of the commissioner with the division of proof of publication and the making of the deposit herein required, but in the event a majority of the applicants and the commissioner division mutually agree to it, the time may be extended an additional period of 60 days.

AB150-engrossed, s. 6073 Section 6073. 221.01 (6) of the statutes is amended to read:

AB150-engrossed,1978,15 221.01 (6) Decision. After completing such investigation the commissioner division shall make a written report to the banking review board stating the results of the investigation and the commissioner's division's recommendation. The board shall consider the matter, conducting any necessary hearing, and promptly make its decision approving or disapproving the organization of the proposed bank. Such decision shall be final except pursuant to s. 220.035 (1) and (3). If approval is given, the commissioner division shall indorse on each of the original applications the word "Approved" over the commissioner's official signature. If disapproved, the commissioner division shall indorse the word "Disapproved" over the commissioner's official signature. One of the duplicate originals shall be filed in the commissioner's office with the division and one returned by mail to the applicants.

AB150-engrossed, s. 6074 Section 6074. 221.01 (10) of the statutes is amended to read:

AB150-engrossed,1979,5 221.01 (10) Certificate of authority. In the event of approval of the application for authority to organize a banking corporation, the commissioner division shall issue to the applicants, who shall thereafter be known as the corporators, a certificate of authority conferring upon them such powers as are incidentally or necessarily preliminary to the organization of a banking corporation. These powers shall include the effecting of a temporary organization, consisting of a chairperson, a secretary, and a treasurer; the execution and filing of articles of incorporation; the making of rules for the procedure of the corporators and the conduct of the first meeting of the stockholders; the opening of subscription books for stock; the securing of an option on real estate to be used as a banking house; the fixing of an amount at which the stock shall be sold; the collection of subscriptions to the stock; the selection of a depository for such funds as may be collected; the appointment of and acting by any agent or agents, and the compilation of a set of bylaws for submission to the stockholders.

AB150-engrossed, s. 6075 Section 6075. 221.01 (11) of the statutes is amended to read:

AB150-engrossed,1979,23 221.01 (11) Temporary organization. The chairperson of the corporators shall preside at all meetings and shall exercise such other duties as ordinarily pertain to the position. The secretary shall attend to the correspondence of the corporators, shall record fully all proceedings of meetings of the corporators, shall file and preserve all documents and papers of the organization, and shall attend to the filing of the necessary papers with the commissioner division. The treasurer shall receive all moneys paid in on subscriptions to stock or for other purposes, keep a true account thereof, shall deposit such funds in the designated depository, and shall pay such valid orders as may be drawn on the treasurer. The corporators shall require a bond in a suitable amount from the treasurer, and other officers and agents who may handle the funds of the proposed bank. Claims against the organization shall be audited by the corporators, and record of action thereon noted in the minutes. If ordered paid, an order shall be drawn upon the treasurer and signed by the chairperson and secretary. The corporators shall until the completion of the organization exercise such other powers as are conferred upon the corporators by the statutes relating to other corporations, so far as such powers are not in conflict with the limitations of this chapter and are applicable.

AB150-engrossed, s. 6076 Section 6076. 221.01 (12) (b) of the statutes is amended to read:

AB150-engrossed,1980,10 221.01 (12) (b) After February 1, 1967, any state bank which does not have fully paid-in capital stock in the amount prescribed in par. (a) shall be ordered by the commissioner division to increase its capital stock to such amount. The commissioner division may, in addition to the commissioner's division's other powers to act against delinquent banks, require any bank failing to comply with such order to pay a forfeiture to the commissioner division of $10 for each day of noncompliance. If any bank fails or refuses to pay such forfeiture, the commissioner division may maintain an action for the recovery thereof. This paragraph shall not apply to any state bank in which the capital surplus and undivided profits equal or exceed 10% of its deposits.

AB150-engrossed, s. 6077 Section 6077. 221.01 (12) (c) of the statutes is amended to read:

AB150-engrossed,1980,21 221.01 (12) (c) Any state bank, with the approval of the commissioner division and by vote of stockholders owning two-thirds of the stock of the bank entitled to vote, may authorize an increase in the common stock of the bank in the category of authorized but unissued stock. Such authorized but unissued stock may be issued to employes of the bank pursuant to a stock option or stock purchase plan adopted in accordance with par. (d), or in exchange for convertible preferred stock and convertible capital debentures in accordance with the terms and provisions of such securities. Authorized but unissued stock may also be issued for such other purposes and considerations as may be approved by the board of directors of the bank and by the commissioner division.

AB150-engrossed, s. 6078 Section 6078. 221.01 (12) (d) 1. of the statutes is amended to read:

AB150-engrossed,1981,7 221.01 (12) (d) 1. Any state bank may grant options to purchase, sell or enter into agreements to sell shares of its capital stock to its employes, for a consideration of not less than 100% of the fair market value of the shares on the date the option is granted or, if pursuant to a stock purchase plan, 85% of the fair market value on the date the purchase price is fixed, pursuant to the terms of an employe restricted stock option plan or an employe stock purchase plan which has been adopted by the board of directors of the bank and approved by the holders of at least two-thirds of the outstanding shares of the bank entitled to vote and by the commissioner division. Stock options issued hereunder shall not extend beyond a period of 10 years from date of issuance and shall otherwise qualify as restricted stock options.

AB150-engrossed, s. 6079 Section 6079. 221.01 (12) (d) 2. of the statutes is amended to read:

AB150-engrossed,1981,18 221.01 (12) (d) 2. Employe stock options and stock purchase agreements may provide that options may be exercisable or that shares may be purchased on any business day. A notarized notice specifying the number of shares issued pursuant to option and stock purchase plans and the amount paid in therefor shall be executed by the president, vice president or cashier of the bank and filed with the commissioner division not later than the 10th day of the month following issuance and no stock shall be deemed validly issued until the commissioner division has issued a certificate specifying the amount of stock so purchased, the purchase price thereof having been duly paid into the capital of the bank, and the commissioner's division's approval thereof.

AB150-engrossed, s. 6080 Section 6080. 221.01 (13) of the statutes is amended to read:

AB150-engrossed,1982,17 221.01 (13) Trust company bank; reorganization. Any trust company bank may, by amendment to its articles of incorporation, duly adopted by its stockholders and approved by the commissioner division, in the manner prescribed for by s. 221.25, convert its corporate organization into that of a state bank with all the powers of a state banking corporation under the statutes under such name as shall be declared by such amendment and approved by the commissioner division, which name may include the word "trust". Such converted corporation shall continue to have all the powers previously held by it as a trust company bank and shall be a continuation for all purposes whatsoever of the trust company bank so converted into a state bank, including holding and performing any and all trusts and fiduciary relations of whatsoever nature of which said trust company bank was fiduciary at the time of such conversion, and also including its appointment in any fiduciary capacity by any court or otherwise, and the holding, accepting and performing of any and all trusts and fiduciary relations whatsoever as to or for which said trust company bank may have been appointed, nominated or designated by any will or conveyance or otherwise, whether or not such trust or fiduciary relation shall have come into being and taken effect at such conversion. Whenever and if any such converted corporation shall have been fully discharged of and from any and all trusts committed to it, it may, by amendment to its articles of incorporation, duly adopted by its stockholders and approved by the commissioner division, surrender its powers to act in a fiduciary capacity and eliminate from its corporate name and style the word "trust;" and may thereupon withdraw from the state treasurer all securities by it deposited with the state treasurer pursuant to s. 223.02.

AB150-engrossed, s. 6081 Section 6081. 221.03 (1) of the statutes is amended to read:

AB150-engrossed,1982,23 221.03 (1) The articles of incorporation shall be filed with the commissioner of banking division within a reasonable time as determined by the commissioner of banking division from the date of the certificate of authority to organize has been approved, and if not filed within that period all rights of the corporators shall cease and the certificate of authority to organize is void.