AB150, s. 5365
7Section
5365. 214.52 (3) of the statutes is amended to read:
AB150,1779,138
214.52
(3) Unless prior written approval of the
commissioner department is
9obtained, a savings bank may not purchase, lease or acquire a site for an office
10building or an interest in real estate from an officer, director, employe, from a
11stockholder holding more than 10% of the stock of the savings bank, or from any firm,
12corporation, entity, or family in which an officer, director, employe or stockholder
13holding more than 10% of the stock of a savings bank has a direct or indirect interest.
AB150, s. 5366
14Section
5366. 214.525 of the statutes is amended to read:
AB150,1779,18
15214.525 Prohibited loans. A savings bank may not make a loan to a person
16owning 10% or more of its stock, an affiliated person, agent, or attorney of the savings
17bank, either individually or as an agent or partner of another, except under rules of
18the
commissioner department and regulations of a deposit insurance corporation.
AB150, s. 5367
19Section
5367. 214.53 (3) of the statutes is amended to read:
AB150,1780,1220
214.53
(3) The
commissioner department may require a director or officer of
21a savings bank who knowingly participates in or assents to, or who knowingly
22permits an officer, employe or agent of the savings bank to make, an investment that
23is not authorized by this subchapter to obtain an indemnity bond, insurance, or
24collateral sufficient to indemnify the savings bank against damages that the savings
25bank may sustain as a result of the investment. If an unauthorized investment, the
1amount considered sufficient to indemnify the savings bank shall be the difference
2between the book value and the market value of the investment at the time the
3commissioner department determines that the investment is unauthorized. If an
4unauthorized loan, the amount considered sufficient to indemnify the savings bank
5shall be the difference between the book value of the loan and the amount of the loan
6that could have been made under this subchapter. If an unauthorized investment
7is sold or disposed of without recourse, the
commissioner department shall release
8all or part of the indemnity after deducting any loss. If the balance of an
9unauthorized loan is reduced to an amount that would permit the loan to be made
10under this subchapter, the indemnity shall be released. In making a determination
11under this subsection, the
commissioner department may order an independent
12appraisal at the savings bank's expense.
AB150, s. 5368
13Section
5368. 214.54 (1) of the statutes is amended to read:
AB150,1780,1714
214.54
(1) Except as provided in sub. (2) and s. 214.49 (4), the total of
15outstanding loans and extensions of credit, both direct and indirect, made by a
16savings bank to a single person shall be subject to limits established by rule of the
17commissioner department, but may not exceed 15% of the savings bank's capital.
AB150, s. 5369
18Section
5369. 214.545 of the statutes is amended to read:
AB150,1780,24
19214.545 Rules. The
commissioner department shall promulgate rules to
20determine permissible levels of investment and permissible concentrations of assets
21for savings banks that apply to all lending and investment authority under this
22subchapter. The rules shall give due regard to capital adequacy, operating income,
23underwriting standards, risk inherent in the investment or loan, and competitive
24parity with other financial institutions.
AB150, s. 5370
25Section
5370. 214.58 (1) of the statutes is amended to read:
AB150,1781,7
1214.58
(1) The board of directors shall determine the rate and amount of
2interest to be paid on or credited to deposit accounts. The board of directors may
3establish reasonable classifications of accounts based on the types of accounts, the
4length of time accounts are continued in effect, the size of initial deposits into
5accounts, the minimum balances of accounts required for payment of interest, the
6frequency and extent of the activity on accounts, or on other classifications the
7commissioner department may approve.
AB150, s. 5371
8Section
5371. 214.585 (5) of the statutes is amended to read:
AB150,1781,109
214.585
(5) In any other form receiving the prior written approval of the
10commissioner department.
AB150, s. 5372
11Section
5372. 214.592 of the statutes is amended to read:
AB150,1781,15
12214.592 Financially related services tie-ins. In any transaction conducted
13by a savings bank, a savings bank holding company or a subsidiary of either with a
14customer who is also a customer of any other subsidiary of any of them, the customer
15shall be given a notice in 12-point boldface type in substantially the following form:
AB150,1781,1616
NOTICE OF RELATIONSHIP
AB150,1781,2117
This company, .... (insert name and address of savings bank, savings bank
18holding company or subsidiary), is related to .... (insert name and address of savings
19bank, savings bank holding company or subsidiary) of which you are also a customer.
20You may not be compelled to buy any product or service from either of the above
21companies or any other related company in order to participate in this transaction.
AB150,1782,222
If you feel that you have been compelled to buy any product or service from
23either of the above companies or any other related company in order to participate
24in this transaction, you should contact the management of either of the above
1companies at either of the above addresses or the
office of the commissioner 2department of financial institutions at .... (insert address).
AB150, s. 5373
3Section
5373. 214.62 (2) (e) of the statutes is amended to read:
AB150,1782,54
214.62
(2) (e) Other provisions necessary or desirable or that the
commissioner 5department requires.
AB150, s. 5374
6Section
5374. 214.62 (3) of the statutes is amended to read:
AB150,1782,137
214.62
(3) After approval by the board of directors of the merging financial
8institution and of the savings bank, the merger agreement shall be submitted to the
9commissioner department for approval, together with a certified copy of the
10authorizing resolution of each board of directors. Before issuing approval, the
11commissioner department may examine the affairs of each merging financial
12institution and its affiliates and subsidiaries, the expense of which is to be paid by
13the merging financial institution.
AB150, s. 5375
14Section
5375. 214.62 (4) (intro.) of the statutes is amended to read:
AB150,1782,1715
214.62
(4) (intro.) The
commissioner
department may approve or disapprove
16the proposed merger agreement. The
commissioner
department may not approve a
17merger agreement unless the
commissioner department finds all of the following:
AB150, s. 5376
18Section
5376. 214.62 (5) of the statutes is amended to read:
AB150,1782,2219
214.62
(5) If the
commissioner department fails to approve a proposed merger,
20the
commissioner department shall state the objections in writing and give the
21merging financial institutions a stated period of time in which to amend the plan of
22merger.
AB150, s. 5377
23Section
5377. 214.625 of the statutes is amended to read:
AB150,1783,4
24214.625 Merger; vote of approval. If approved by the
commissioner 25department, the plan of merger shall be submitted to the members or stockholders
1of each merging financial institution for approval. A meeting of the members or
2stockholders of a savings bank shall be called and held in accordance with ss. 214.305
3and 214.31. The plan is approved if it receives the affirmative vote of the majority
4of the total votes entitled to be cast.
AB150, s. 5378
5Section
5378. 214.63 of the statutes is amended to read:
AB150,1783,20
6214.63 (title)
Merger; commissioner's certificate. The executed merger
7agreement, together with a certified copy of the minutes of the meeting of members
8or stockholders of each merging financial institution approving the merger
9agreement, shall be filed with the
commissioner department. The
commissioner 10department shall issue to the resulting savings bank a certificate of merger, setting
11forth the name of each merging financial institution, the name of the resulting
12savings bank and the date on which the
commissioner
department approves the
13articles of incorporation and bylaws of the resulting savings bank. The merger takes
14effect on the date of the recording of the certificate or a later date if the certificate
15provides for a different date. Recording shall be completed in the same manner as
16required for savings bank articles of incorporation, in each county in which the home
17office of any of the merging financial institutions was located and in the county in
18which the home office of the resulting savings bank is located. The certificate shall
19be conclusive evidence of the merger and of the correctness of the merger proceedings
20except against this state.
AB150, s. 5379
21Section
5379. 214.64 of the statutes is amended to read:
AB150,1783,24
22214.64 (title)
Merger; commissioner's expenses. The merging financial
23institutions shall pay the expenses of any examination made by or at the direction
24of the
commissioner department in connection with a proposed merger.
AB150, s. 5380
25Section
5380. 214.645 of the statutes is amended to read:
AB150,1784,6
1214.645 Sale of assets. Subject to rules of the
commissioner department, a
2savings bank may, in a transaction not in the usual course of business, sell all or
3substantially all of its assets, with or without its name and goodwill, to another
4financial institution, in consideration of money, capital or obligations of the
5purchasing institution. A savings bank may sell an office or facility and equipment
6subject to rules of the
commissioner department.
AB150, s. 5381
7Section
5381. 214.65 (2) (a) of the statutes is amended to read:
AB150,1784,128
214.65
(2) (a) The board of directors shall adopt by a two-thirds majority vote
9of all directors a resolution setting forth the terms of the proposed sale and shall
10submit the plan to the
commissioner department for preliminary approval. Upon
11receipt of approval by the
commissioner department, the plan shall be submitted to
12a vote of the members or stockholders at a special or annual meeting.
AB150, s. 5382
13Section
5382. 214.65 (2) (b) of the statutes is amended to read:
AB150,1784,2114
214.65
(2) (b) The proposed sale is approved by the members or stockholders
15if it receives an affirmative vote from a majority of the total number of votes that are
16entitled to cast. A proposal for the voluntary liquidation of the savings bank may
17be submitted to the members or stockholders at the same meeting or at any later
18meeting called for that purpose. A certified summary of proceedings setting forth the
19terms of the proposed sale, the form and timing of the notice given, the vote on the
20proposal and the total number of votes entitled to cast shall be filed with the
21commissioner department.
AB150, s. 5383
22Section
5383. 214.65 (3) of the statutes is amended to read:
AB150,1785,323
214.65
(3) If the
commissioner department finds that the deposit insurance
24corporation has approved the sale, the proposed sale is fair to all members,
25stockholders, creditors and other persons concerned and provision has been made for
1the disposition of the remaining assets, if any, of the savings bank, the
commissioner 2department shall issue to the savings bank a certificate of authorization for the sale
3with a copy of the filed report of proceedings attached to the certificate.
AB150, s. 5384
4Section
5384. 214.655 (2) (intro.) of the statutes is amended to read:
AB150,1785,105
214.655
(2) (intro.) A savings bank shall apply to the
commissioner department 6for authority to form an interim institution. The application shall be made on forms
7prescribed by the
commissioner department and shall be accompanied by a
8nonrefundable $1,000 fee. The
commissioner department shall promulgate rules
9governing the formation of, and the standards and supervisory considerations to be
10applied to, interim institutions. An application shall contain all of the following:
AB150, s. 5385
11Section
5385. 214.66 (1) of the statutes is amended to read:
AB150,1785,1312
214.66
(1) Applying to the
commissioner department for authority to organize
13as a savings bank.
AB150, s. 5386
14Section
5386. 214.66 (5) of the statutes is amended to read:
AB150,1785,1615
214.66
(5) Obtaining the
commissioner's department's approval to convert to
16a savings bank.
AB150, s. 5387
17Section
5387. 214.66 (7) of the statutes is amended to read:
AB150,1785,1918
214.66
(7) After obtaining the
commissioner's department's approval, giving
19notice to its previous regulatory authority.
AB150, s. 5388
20Section
5388. 214.665 (1) of the statutes is amended to read:
AB150,1786,221
214.665
(1) With the prior approval of the
commissioner department, which
22shall state that the proposed merger is necessary for the protection of depositors and
23other creditors, a savings bank that is in default or in danger of default may, by a
24majority vote of its board of directors and without a vote of its members or
25stockholders, merge with another savings bank, a state or federal savings and loan
1association, a state bank or a federal bank. The other entity shall be the resulting
2or continuing savings bank, savings and loan association or bank.
AB150, s. 5389
3Section
5389. 214.665 (2) of the statutes is amended to read:
AB150,1786,54
214.665
(2) The
commissioner department shall by rule establish standards for
5determining if a savings bank is in default or in danger of default.
AB150, s. 5390
6Section
5390. 214.67 (1) of the statutes is amended to read:
AB150,1786,147
214.67
(1) With the prior approval of the
commissioner department, which
8shall state that the proposed sale is necessary for the protection of depositors and
9other creditors, a savings bank may, by a majority vote of its board of directors and
10without a vote of its members or stockholders, sell all or any part of its assets to
11another savings bank, a state or federal savings and loan association, a state bank
12or a national bank if the savings bank, savings and loan association or bank assumes
13in writing all of the liabilities of the selling savings bank or to a deposit insurance
14corporation.
AB150, s. 5391
15Section
5391. 214.67 (2) of the statutes is amended to read:
AB150,1786,2016
214.67
(2) A savings bank may sell to a savings bank, state or federal savings
17and loan association, state bank or federal bank an insubstantial portion of its total
18deposits as described in
12 USC 1815 5 (d) (2) (D). Approval of the sale shall be by
19a majority vote of the board of directors and, with approval of the
commissioner 20department, may be without a vote of its members or stockholders.
AB150, s. 5392
21Section
5392. 214.675 (1) of the statutes is amended to read:
AB150,1786,2522
214.675
(1) A person, whether acting directly or indirectly, alone or with one
23or more persons, shall give the
commissioner department 60 days' written notice of
24intent to acquire control of 10% or more of a savings bank, affiliate, savings bank
25subsidiary, savings bank holding company or service corporation.
AB150, s. 5393
1Section
5393. 214.675 (2) of the statutes is amended to read:
AB150,1787,102
214.675
(2) A person, whether acting directly or indirectly, alone or with one
3or more persons, shall apply to the
commissioner
department 60 days before any
4proposed change in control. A change in control occurs if any change of ownership
5of stock, or of rights related to stock, would result in a person, whether acting directly
6or indirectly, alone or with one or more persons, owning, directly or indirectly, 25%
7or more of the voting shares or rights in a savings bank, affiliate, savings bank
8subsidiary, savings bank holding company or service corporation or such lesser
9amount that would entitle the person to elect one member to the board of directors
10of the entity.
AB150, s. 5394
11Section
5394. 214.675 (3) of the statutes is amended to read:
AB150,1787,1312
214.675
(3) The
commissioner department may examine the books and records
13of a person filing notice of intent under sub. (1) or an application under sub. (2).
AB150, s. 5395
14Section
5395. 214.675 (4) of the statutes is amended to read:
AB150,1787,2015
214.675
(4) The
commissioner's department's decision on a filing under sub. (1)
16or (2) shall be issued within 30 days after the date of receipt of a complete initial
17application or the date of receipt of additional information requested by the
18commissioner department that is necessary for making the decision. The
19commissioner department shall make a request for additional information within 30
20days of the date of the
commissioner's department's receipt of an initial filing.
AB150, s. 5396
21Section
5396. 214.675 (5) of the statutes is amended to read:
AB150,1787,2322
214.675
(5) The
commissioner department shall promulgate rules to
23implement this section.
AB150, s. 5397
24Section
5397. 214.68 (1) (b) of the statutes is amended to read:
AB150,1788,5
1214.68
(1) (b) At the meeting the members or stockholders may, by affirmative
2vote of not less than two-thirds of the eligible votes, resolve to convert the savings
3bank into a federal savings bank, or if a federal institution, into a savings bank. A
4verified copy of the minutes of the meeting shall be filed with the
commissioner 5department within 10 days after the date of the meeting.
AB150, s. 5398
6Section
5398. 214.68 (1) (d) of the statutes is amended to read:
AB150,1788,117
214.68
(1) (d) Within 6 months after the date of the meeting to convert, the
8savings bank shall take all steps necessary to complete the conversion. Within 10
9days after receipt of federal authorization, the savings bank shall file with the
10commissioner department a copy of its federal authorization. Upon filing, the
11savings bank shall cease to be a savings bank and shall be a federal savings bank.
AB150, s. 5399
12Section
5399. 214.68 (1) (e) of the statutes is amended to read:
AB150,1788,1713
214.68
(1) (e) Within 6 months after the date of the federal institution's meeting
14to convert, the
commissioner department shall examine the federal institution and
15shall determine the action necessary to qualify the federal institution to convert to
16a savings bank. Upon complying with the necessary requirements, the
commissioner 17department shall approve the conversion.
AB150, s. 5400
18Section
5400. 214.68 (3) of the statutes is amended to read:
AB150,1788,2019
214.68
(3) Before any conversion under this section is effective, the
20commissioner department shall issue a certificate of conversion.
AB150, s. 5401
21Section
5401. 214.685 (1) of the statutes is amended to read:
AB150,1789,222
214.685
(1) A mutual savings bank may convert to a stock savings bank under
23this section. The board of directors of the mutual savings bank shall adopt a plan of
24conversion that complies with this section and the rules of the
commissioner
1department. The plan of conversion is subject to the approval of the
commissioner 2department.
AB150, s. 5402
3Section
5402. 214.685 (2) of the statutes is amended to read:
AB150,1789,114
214.685
(2) Conversion of a mutual savings bank shall be effective only if it is
5accomplished according to a plan of conversion approved by the
commissioner 6department under sub. (1) and if the plan is approved by an affirmative vote of the
7majority of all votes entitled to be cast by members. Notice of a meeting to vote on
8the plan of conversion shall be sent to each member at least 10 days before the
9meeting. The notice shall state the date, time, place and purpose of the meeting,
10provide a summary of the plan of conversion and include any other information the
11commissioner department requires.
AB150, s. 5403
12Section
5403. 214.685 (3) (intro.) of the statutes is amended to read:
AB150,1789,1513
214.685
(3) (intro.) Within 10 days after the date of a meeting at which a plan
14of conversion is adopted, the board of directors shall submit to the
commissioner 15department all of the following:
AB150, s. 5404
16Section
5404. 214.685 (3) (b) of the statutes is amended to read:
AB150,1789,1817
214.685
(3) (b) Any additional information pertaining to the plan of conversion
18that the
commissioner department may require.
AB150, s. 5405
19Section
5405. 214.685 (4) (intro.) of the statutes is amended to read:
AB150,1789,2220
214.685
(4) (intro.) The
commissioner
department may approve a plan of
21conversion if the
commissioner department finds that the plan meets all of the
22following conditions:
AB150, s. 5406
23Section
5406. 214.685 (4) (c) of the statutes is amended to read:
AB150,1789,2524
214.685
(4) (c) Complies with any standard which the
commissioner 25department may promulgate by rule.
AB150, s. 5407
1Section
5407. 214.685 (5) of the statutes is amended to read:
AB150,1790,82
214.685
(5) The
commissioner department may issue to a mutual savings bank
3a certificate of conversion to a stock savings bank, if the
commissioner department 4determines the plan of conversion has been implemented as approved and the
5savings bank has complied with this section and any conditions to the approval. The
6date specified in the certificate is the effective date of the conversion. The certificate
7shall be recorded with the register of deeds in the county in which the home office of
8the savings bank is located.