AB150: Bill Text

AB150, s. 5326 Section 5326. 214.26 (8) of the statutes is amended to read:

AB150,1769,23 214.26 (8) The commissioner department shall have discretionary authority to grant a certificate of authority. The commissioner department may refuse to issue a certificate of authority to the incorporators to commence business if, in the commissioner's department's opinion, any incorporator is not of such character and general fitness as to warrant belief that the savings bank will be conducted for the best interest of its members or stockholders or if other sufficient reasons exist for a refusal to issue a certificate of authority.

AB150, s. 5327 Section 5327. 214.265 (1) (a) of the statutes is amended to read:

AB150,1770,3 214.265 (1) (a) If the commissioner department approves an application to organize, the commissioner department shall issue to the incorporators a certificate of authority to effect a temporary organization.

AB150, s. 5328 Section 5328. 214.265 (5) of the statutes is amended to read:

AB150,1770,6 214.265 (5) The directors shall prepare articles of incorporation, bylaws, and other documents and items as required by rule of the commissioner department.

AB150, s. 5329 Section 5329. 214.265 (6) of the statutes is amended to read:

AB150,1770,10 214.265 (6) The directors shall apply for insurance of accounts with a deposit insurance corporation and provide the commissioner department with a copy of each filing and additional documents filed or received in connection with the filing.

AB150, s. 5330 Section 5330. 214.265 (8) of the statutes is amended to read:

AB150,1770,14 214.265 (8) If a stock savings bank, the officers and directors shall furnish the commissioner department with the names and addresses of all investors who subscribe to purchase stock.

AB150, s. 5331 Section 5331. 214.265 (9) of the statutes is amended to read:

AB150,1770,18 214.265 (9) No business, other than that of completing the organization of the proposed savings bank, may be transacted until the commissioner department issues certificate of incorporation.

AB150, s. 5332 Section 5332. 214.265 (10) of the statutes is amended to read:

AB150,1770,23 214.265 (10) A temporary certificate of authority issued under sub. (1) (a) shall be effective for 180 days after the date issued. The commissioner department may, for cause, extend the effective period of the certificate for such time as the commissioner department considers to be advisable.

AB150, s. 5333 Section 5333. 214.27 (1) of the statutes is amended to read:

AB150,1771,7 214.27 (1) In addition to the organization requirements of this subchapter, the commissioner department may require additional assurances, information, capital or agreements from the officers, directors or employes of the savings bank. If the requirements of this subchapter, rules promulgated under this subchapter, federal law and the commissioner's department's requests are completed, the incorporators shall provide the commissioner department with a certificate of compliance in a form prescribed by the commissioner department, together with a $500 fee.

AB150, s. 5334 Section 5334. 214.27 (2) of the statutes is amended to read:

AB150,1771,12 214.27 (2) Within 90 days after receipt of the certificate of compliance and receipt of all required fees, the commissioner department shall issue a certificate of incorporation authorizing the savings bank to commence business. The certificate of incorporation shall specify the date of the corporate existence of the savings bank.

AB150, s. 5335 Section 5335. 214.27 (3) of the statutes is amended to read:

AB150,1771,19 214.27 (3) The commissioner department shall terminate the corporate existence and void the articles of incorporation and certificate of incorporation of a savings bank if the savings bank fails to commence business within 6 months after the date on the certificate of incorporation. The commissioner department may, in writing, extend the time period to commence business for such time as the commissioner department considers to be advisable.

AB150, s. 5336 Section 5336. 214.275 of the statutes is amended to read:

AB150,1771,23 214.275 Appeal of denial. If the commissioner department does not grant a certificate of organization, the incorporators may appeal to the review board to review the determination.

AB150, s. 5337 Section 5337. 214.305 of the statutes is amended to read:

AB150,1772,9 214.305 Annual and special meetings. The date of the annual meeting of members or stockholders shall be specified in the bylaws. Failure to hold an annual meeting may not cause a dissolution of the savings bank. Special meetings may be called by the board of directors, by stockholders of not less than 20% of the outstanding stock, by members constituting not less than 20% of the eligible votes or by any other person designated in the bylaws. The commissioner department may call a special meeting with not less than 7 days' written or oral notice. An annual or special meeting shall be held at the home office of the savings bank or in another place within the same county if specifically designated in the notice of the meeting.

AB150, s. 5338 Section 5338. 214.31 (1) of the statutes is amended to read:

AB150,1772,15 214.31 (1) Notice of an annual meeting shall be provided not fewer than 10 days nor more than 40 days before the date of the meeting in the manner provided in the bylaws. The notice shall be displayed at each office of the savings bank in a manner prescribed by rule of the commissioner department. The notice shall state the time, place and purpose of the meeting.

AB150, s. 5339 Section 5339. 214.34 (1) of the statutes is amended to read:

AB150,1773,4 214.34 (1) Every person appointed or elected to any position requiring the receipt, payment, management or use of savings bank money, or whose duties permit or require access to or custody of savings bank money or securities, or whose duties permit the regular making of entries in the books or other records of the savings bank, shall be bonded by a trust or company authorized to issue bonds in this state or by a fidelity insurance company licensed to do business in this state. A bond shall be in a form prescribed by the commissioner department and in an amount fixed by the board of directors. A bond shall be payable to the savings bank to indemnify the savings bank for any loss the savings bank may sustain through any dishonest or criminal act or omission by the bonded person, whether committed alone or in concert with others. A bond shall provide that cancellation of the bond by the surety or by the insured is not effective before 30 days' written notice is given to the commissioner department, unless the commissioner department approves an earlier cancellation.

AB150, s. 5340 Section 5340. 214.34 (2) of the statutes is amended to read:

AB150,1773,10 214.34 (2) Notwithstanding sub. (1), the commissioner department may proceed against a savings bank if the commissioner department believes that the business of the savings bank is being conducted in an unsafe or unsound manner or that the form or amount of bonds approved by the board of directors is inadequate to give reasonable protection to the savings bank.

AB150, s. 5341 Section 5341. 214.345 (1) of the statutes is amended to read:

AB150,1773,16 214.345 (1) Upon election, a director shall take an oath that the director will diligently and honestly perform the duties of that office and will not knowingly violate or willingly permit to be violated this chapter, any rules of the commissioner department, the articles of incorporation or bylaws under which the savings bank operates or any other state or federal law applicable to a savings bank.

AB150, s. 5342 Section 5342. 214.345 (2) of the statutes is amended to read:

AB150,1773,22 214.345 (2) The commissioner department may require disclosure by directors, officers and employes of their personal interest, directly or indirectly, in any business or transaction on behalf of or involving the savings bank and of their control of or active participation in enterprises having activities related to the business of the savings bank.

AB150, s. 5343 Section 5343. 214.345 (5) (intro.) of the statutes is amended to read:

AB150,1774,2 214.345 (5) (intro.) Subject to the approval of the commissioner department, a savings bank's bylaws shall provide for reasonable indemnification to its officers, directors and employes in connection with the faithful performance of their duties for the savings bank.

AB150, s. 5344 Section 5344. 214.37 (4) (b) of the statutes is amended to read:

AB150,1774,7 214.37 (4) (b) The examination of financial records by, or the furnishing of financial records by a savings bank to, any officer, employe or agent of the commissioner department or a deposit insurance corporation for use solely in the exercise of that person's duties as an officer, employe or agent.

AB150, s. 5345 Section 5345. 214.37 (5) of the statutes is amended to read:

AB150,1774,18 214.37 (5) If a member or stockholder desires to communicate with other members or stockholders of the savings bank with reference to any question pending or to be presented at an annual or special meeting, the savings bank shall give that person, upon written request, a written statement of the approximate number of members or stockholders entitled to vote at the meeting and an estimate of the cost of preparing and mailing the communication. The requester shall submit the communication to the commissioner department who, if finding it to be appropriate and accurate, shall direct the savings bank to prepare and mail the communication to the members or stockholders upon the requester's payment or adequate provision for payment of the expenses of preparation and mailing.

AB150, s. 5346 Section 5346. 214.375 of the statutes is amended to read:

AB150,1774,23 214.375 Closing books. A savings bank shall close its books at least once annually and at such other times as the commissioner department may require. The date of the annual closing may be March 31, June 30, September 30 or December 31 or as otherwise provided by rule of the commissioner department.

AB150, s. 5347 Section 5347. 214.40 (1) of the statutes is amended to read:

AB150,1775,8 214.40 (1) A savings bank may be organized to exercise the powers conferred by this chapter with minimum capital, surplus and reserves for operating expenses as determined by the commissioner department. The commissioner department may not establish requirements for savings banks at a level less than that required for insurance of accounts. For a savings bank other than one resulting from the conversion from an existing financial institution, the commissioner department may establish capital requirements at least as stringent as those required under s. 214.43 (1).

AB150, s. 5348 Section 5348. 214.40 (2) of the statutes is amended to read:

AB150,1775,12 214.40 (2) A stock savings bank may not commence business until it has a paid-in surplus equal to 20% of its capital. The commissioner department may waive this requirement for a financial institution that converts to a savings bank.

AB150, s. 5349 Section 5349. 214.42 (1) of the statutes is amended to read:

AB150,1775,19 214.42 (1) The board of directors of a stock savings bank may propose an amendment to the articles of incorporation providing for the retirement of all of the capital stock and a detailed plan for effectuating the amendment. The resulting capital of the savings bank may not be less than the minimum initial capital that is required to organize a savings bank. The proposal shall be subject to the commissioner's department's approval.

AB150, s. 5350 Section 5350. 214.42 (2) of the statutes is amended to read:

AB150,1775,24 214.42 (2) If the commissioner department approves the proposal, the savings bank's board of directors may request in writing an appraisal of the value of the capital stock. The commissioner department shall order an appraisal to be made at the expense of the savings bank.

AB150, s. 5351 Section 5351. 214.43 (1) of the statutes is amended to read:

AB150,1776,7 214.43 (1) A savings bank shall maintain total capital of not less than 6% of total assets. This is the minimum capital level acceptable for a savings bank that is well-managed and whose overall financial condition is fundamentally sound. If the commissioner department determines that the financial condition or history, management or earnings prospects of a savings bank are not adequate, the commissioner department may require a higher minimum capital level for the savings bank.

AB150, s. 5352 Section 5352. 214.435 (3) of the statutes is amended to read:

AB150,1776,17 214.435 (3) The board of directors may quarterly, semiannually or annually declare a dividend on capital stock of so much of the net profits of the savings bank that the board determines to be expedient, except that until the paid-in surplus of the savings bank equals its capital stock, a dividend may not be declared unless there has been transferred to paid-in surplus not less than 10% of the net profits of the preceding half year in the case of quarterly or semiannual dividends, or not less than 10% of the net profits for the preceding year in the case of annual dividends. A stock dividend may be declared out of retained earnings with the written approval of the commissioner department.

AB150, s. 5353 Section 5353. 214.435 (4) of the statutes is amended to read:

AB150,1776,21 214.435 (4) The written approval of the commissioner department is required before any dividends on stock that exceed 50% of the savings bank's net profits of that year may be declared in any calendar year.

AB150, s. 5354 Section 5354. 214.48 (3) of the statutes is amended to read:

AB150,1777,2 214.48 (3) Each loan or investment that a savings bank makes or purchases, in whole or in part, shall be adequately underwritten and reserved against as necessary in accordance with its payment performance, and in accordance with rules of the commissioner department.

AB150, s. 5355 Section 5355. 214.48 (5) of the statutes is amended to read:

AB150,1777,6 214.48 (5) If an appraisal of real estate securing a savings bank's loan is obtained as part of an examination by the commissioner department, the cost of the appraisal shall promptly be paid by the savings bank to the appraiser.

AB150, s. 5356 Section 5356. 214.485 (intro.) of the statutes is amended to read:

AB150,1777,10 214.485 Investment in loans. (intro.) Subject to rules of the commissioner department, a savings bank may lend funds under any of the following conditions or for any of the following purposes:

AB150, s. 5357 Section 5357. 214.485 (8) of the statutes is amended to read:

AB150,1777,15 214.485 (8) Through secured or unsecured loans for business, corporate, commercial or agricultural purposes if the total of all loans granted under this subsection does not exceed 10% of the savings bank's total assets, unless a greater amount is authorized in writing by the commissioner department.

AB150, s. 5358 Section 5358. 214.485 (12) of the statutes is amended to read:

AB150,1777,22 214.485 (12) Through issuance of letters of credit or other similar arrangements as provided for by rules of the commissioner department with regard to aggregate amounts permitted, take-out commitments for stand-by letters of credit, underlying documentation and underwriting, legal limitations on loans of the savings bank, control and subsidiary records and other procedures considered to be necessary by the commissioner department.

AB150, s. 5359 Section 5359. 214.485 (17) of the statutes is amended to read:

AB150,1777,25 214.485 (17) For any other purpose authorized by rule of the commissioner department.

AB150, s. 5360 Section 5360. 214.49 (intro.) of the statutes is amended to read:

AB150,1778,3 214.49 Other investments. (intro.) Subject to rules of the commissioner department, a savings bank may invest funds in any of the following:

AB150, s. 5361 Section 5361. 214.49 (5) (intro.) of the statutes is amended to read:

AB150,1778,19 214.49 (5) (intro.) With the prior written consent of the commissioner department, a savings bank may invest in the initial purchase and development, or the purchase or commitment to purchase after completion, of home sites and housing for sale or rental, including projects for the reconstruction, rehabilitation or rebuilding of residential properties to meet the minimum standards of health and occupancy prescribed by a local governmental unit, the provision of accommodations for retail stores, shops and other community services that are reasonably incident to that housing, or in the stock of a corporation that owns one or more of those projects and that is wholly owned by one or more financial institutions. The total investment in any one project may not exceed 15% of the savings bank's capital, nor may the aggregate investment under this subsection exceed 50% of its capital. A savings bank may not make an investment under this subsection unless it is in compliance with the capital requirements under s. 214.43 and with the capital maintenance requirements of its deposit insurance corporation. The commissioner department may approve the investment only if the savings bank shows all of the following:

AB150, s. 5362 Section 5362. 214.49 (15) of the statutes is amended to read:

AB150,1778,22 214.49 (15) In any other investment authorized by rule of the commissioner department.

AB150, s. 5363 Section 5363. 214.51 (1) of the statutes is amended to read:

AB150,1779,3 214.51 (1) A savings bank may sell a loan or a participating interest in a loan with or without recourse. The commissioner department may by rule adopt limitations on the sale of loans except loans sold to agencies of the United States or this state or to another government-sponsored agency if approved by the commissioner department.

AB150, s. 5364 Section 5364. 214.51 (2) of the statutes is amended to read:

AB150,1779,6 214.51 (2) A savings bank may contract to service a loan or a participating interest in a loan, subject to rules of the commissioner department.

AB150, s. 5365 Section 5365. 214.52 (3) of the statutes is amended to read:

AB150,1779,13 214.52 (3) Unless prior written approval of the commissioner department is obtained, a savings bank may not purchase, lease or acquire a site for an office building or an interest in real estate from an officer, director, employe, from a stockholder holding more than 10% of the stock of the savings bank, or from any firm, corporation, entity, or family in which an officer, director, employe or stockholder holding more than 10% of the stock of a savings bank has a direct or indirect interest.

AB150, s. 5366 Section 5366. 214.525 of the statutes is amended to read:

AB150,1779,18 214.525 Prohibited loans. A savings bank may not make a loan to a person owning 10% or more of its stock, an affiliated person, agent, or attorney of the savings bank, either individually or as an agent or partner of another, except under rules of the commissioner department and regulations of a deposit insurance corporation.

AB150, s. 5367 Section 5367. 214.53 (3) of the statutes is amended to read:

AB150,1780,12 214.53 (3) The commissioner department may require a director or officer of a savings bank who knowingly participates in or assents to, or who knowingly permits an officer, employe or agent of the savings bank to make, an investment that is not authorized by this subchapter to obtain an indemnity bond, insurance, or collateral sufficient to indemnify the savings bank against damages that the savings bank may sustain as a result of the investment. If an unauthorized investment, the amount considered sufficient to indemnify the savings bank shall be the difference between the book value and the market value of the investment at the time the commissioner department determines that the investment is unauthorized. If an unauthorized loan, the amount considered sufficient to indemnify the savings bank shall be the difference between the book value of the loan and the amount of the loan that could have been made under this subchapter. If an unauthorized investment is sold or disposed of without recourse, the commissioner department shall release all or part of the indemnity after deducting any loss. If the balance of an unauthorized loan is reduced to an amount that would permit the loan to be made under this subchapter, the indemnity shall be released. In making a determination under this subsection, the commissioner department may order an independent appraisal at the savings bank's expense.

AB150, s. 5368 Section 5368. 214.54 (1) of the statutes is amended to read:

AB150,1780,17 214.54 (1) Except as provided in sub. (2) and s. 214.49 (4), the total of outstanding loans and extensions of credit, both direct and indirect, made by a savings bank to a single person shall be subject to limits established by rule of the commissioner department, but may not exceed 15% of the savings bank's capital.

AB150, s. 5369 Section 5369. 214.545 of the statutes is amended to read:

AB150,1780,24 214.545 Rules. The commissioner department shall promulgate rules to determine permissible levels of investment and permissible concentrations of assets for savings banks that apply to all lending and investment authority under this subchapter. The rules shall give due regard to capital adequacy, operating income, underwriting standards, risk inherent in the investment or loan, and competitive parity with other financial institutions.

AB150, s. 5370 Section 5370. 214.58 (1) of the statutes is amended to read: