AB150,1861,2419 215.40 (8) Certification of authority, when issued. If the application is
20approved, the commissioner department shall issue to the incorporators a certificate
21of authority to effect a temporary organization, consisting of a chairperson, a
22secretary and a treasurer; to execute and file articles of incorporation; to adopt and
23file bylaws; to adopt rules for the procedure of the incorporators; to conduct the first
24meeting of members; and to open subscription books for savings accounts.
AB150, s. 5698 25Section 5698. 215.40 (11) of the statutes is amended to read:
AB150,1862,4
1215.40 (11) Certificate of authority, when voided. The certificate of authority
2shall be void after 90 days from its date, but the commissioner department may for
3cause, after a hearing, extend the life of such certificate for such time as the
4commissioner department deems advisable.
AB150, s. 5699 5Section 5699. 215.40 (13) (a) (intro.) of the statutes is amended to read:
AB150,1862,76 215.40 (13) (a) (intro.) Within the time prescribed in sub. (11), the incorporators
7shall file with the commissioner department a certificate stating:
AB150, s. 5700 8Section 5700. 215.40 (13) (a) 1. of the statutes is amended to read:
AB150,1862,109 215.40 (13) (a) 1. That articles of incorporation have been executed, filed with
10and approved by the commissioner department, and recorded; and
AB150, s. 5701 11Section 5701. 215.40 (13) (a) 3. of the statutes is amended to read:
AB150,1862,1312 215.40 (13) (a) 3. That bylaws were adopted at the first meeting of members
13and filed with and approved by the commissioner department; and
AB150, s. 5702 14Section 5702. 215.40 (13) (a) 9. of the statutes is amended to read:
AB150,1862,1815 215.40 (13) (a) 9. That necessary action has been taken to obtain membership
16in the federal home loan bank, and insurance of savings accounts from the federal
17savings and loan insurance corporation or other instrumentality approved by the
18commissioner department.
AB150, s. 5703 19Section 5703. 215.40 (13) (b) of the statutes is amended to read:
AB150,1862,2320 215.40 (13) (b) No business, other than that of completing the organization of
21the proposed association, may be transacted until such time as the commissioner
22department issues a certificate of incorporation to the association to commence
23business.
AB150, s. 5704 24Section 5704. 215.40 (14) of the statutes is amended to read:
AB150,1863,6
1215.40 (14) Certificate of incorporation, when issued. Upon receipt of the
2certificate of compliance from the incorporators, the commissioner department may
3within 30 days issue a certificate of incorporation to the association under the
4commissioner's hand and seal
authorizing said the association to commence
5business. The date appearing on the certificate of incorporation shall be the date of
6the corporate existence of the association.
AB150, s. 5705 7Section 5705. 215.40 (15) of the statutes is amended to read:
AB150,1863,118 215.40 (15) Fee for certificate of incorporation. The incorporators shall pay
9to the commissioner department a fee of $50 for the certificate of incorporation,
10which sum shall be paid by the commissioner deposited into the general fund to the
11credit of the office department.
AB150, s. 5706 12Section 5706. 215.40 (17) of the statutes is amended to read:
AB150,1863,2213 215.40 (17) Discretionary authority. The commissioner department shall
14have discretionary power in the granting of certificates of authority to incorporators
15desiring to organize such associations. The commissioner department may also
16refuse to issue certificates of incorporation to the incorporators to commence
17business when, in the commissioner's department's opinion, the incorporators or any
18of them are not of such character and general fitness as to warrant belief that the
19association will be conducted for the best interest of its members; the location of the
20association is so close to an existing association that its business might be interfered
21with and the support of the new association would not be such as to assure its success;
22or when other good and sufficient reasons exist for such refusal.
AB150, s. 5707 23Section 5707. 215.40 (18) of the statutes is amended to read:
AB150,1864,324 215.40 (18) Appeal by applicants after being denied certificate of authority.
25If the commissioner department refuses to grant a certificate of authority to organize

1an association, and the applicants feel aggrieved thereby, they may appeal to the
2review board to review the commissioner's department's determination under s.
3215.04 (1) (d) and (4).
AB150, s. 5708 4Section 5708. 215.41 (1) of the statutes is amended to read:
AB150,1864,85 215.41 (1) Form. The articles of incorporation of a mutual association shall be
6approved by the commissioner department. The commissioner department shall,
7with the approval of the review board, promulgate rules governing articles of
8incorporation.
AB150, s. 5709 9Section 5709. 215.41 (2) of the statutes is amended to read:
AB150,1864,1310 215.41 (2) Filing and approval. Duplicate originals of the articles of
11incorporation executed by the incorporators, and any subsequent amendments
12thereto adopted by the members of the association, shall be filed with and approved
13by the commissioner department.
AB150, s. 5710 14Section 5710. 215.41 (3) of the statutes is amended to read:
AB150,1864,1815 215.41 (3) Recording. Upon their approval by the commissioner department,
16articles of incorporation and amendments thereto shall be recorded in the office of
17the register of deeds of the county in which the home office of the association is
18located.
AB150, s. 5711 19Section 5711. 215.41 (5) of the statutes is amended to read:
AB150,1864,2320 215.41 (5) Effective date. The effective date of articles of incorporation and
21amendments thereto shall be the date when left for record in the office of the register
22of deeds. The register of deeds shall forward a certificate of recording to the
23commissioner department.
AB150, s. 5712 24Section 5712. 215.42 (1) of the statutes is amended to read:
AB150,1865,3
1215.42 (1) Form. The bylaws of a mutual association shall be approved by the
2commissioner department. The commissioner department shall, with the approval
3of the review board, promulgate rules governing bylaws.
AB150, s. 5713 4Section 5713. 215.42 (2) of the statutes is amended to read:
AB150,1865,75 215.42 (2) Filings and approval. Duplicate originals of the bylaws and any
6subsequent amendments thereto shall be filed with and approved by the
7commissioner department.
AB150, s. 5714 8Section 5714. 215.42 (3) of the statutes is amended to read:
AB150,1865,109 215.42 (3) Effective date. The effective date of bylaws and amendments
10thereto shall be the date when approved by the commissioner department.
AB150, s. 5715 11Section 5715. 215.50 (1) of the statutes is amended to read:
AB150,1865,1712 215.50 (1) Management responsibility. The government and management of
13a mutual association shall be vested in a board of directors, who are charged with the
14responsibility of compliance with this chapter, orders of the commissioner
15department, rules of the commissioner department promulgated under ch. 227, the
16articles of incorporation and bylaws of the association, and other laws applicable to
17savings and loan operations.
AB150, s. 5716 18Section 5716. 215.50 (6) of the statutes is amended to read:
AB150,1865,2419 215.50 (6) Oath of directors. Upon election, every director shall take and
20subscribe an oath that the director will diligently and honestly perform the duties
21of such office and will not knowingly violate or willingly permit to be violated this
22chapter, any rule of the commissioner department, the articles of incorporation or
23bylaws under which the association operates, or any other law applicable to savings
24and loan operations.
AB150, s. 5717 25Section 5717. 215.50 (7) of the statutes is amended to read:
AB150,1866,6
1215.50 (7) Directors to fix compensation. The compensation of officers,
2directors, employes and committee members shall be fixed by a majority vote of the
3board of directors in accordance with the bylaws. In addition, the board of directors
4may, by resolution, create a fund or join a pension system or enter into deferred
5compensation agreements for the retirement of its officers and employes, subject to
6specific, prior approval of the commissioner department and the review board.
AB150, s. 5718 7Section 5718. 215.50 (10) of the statutes is amended to read:
AB150,1866,118 215.50 (10) Promulgation of rules. The board of directors, may by resolution,
9adopt rules and regulations for the conduct of business, provided that they are
10consistent with this chapter, the rules of the commissioner department, and the
11association's articles of incorporation and bylaws.
AB150, s. 5719 12Section 5719. 215.50 (11) (a) of the statutes is amended to read:
AB150,1866,1713 215.50 (11) (a) The board may remove a director who violates this chapter, the
14rules of the commissioner department, the articles of incorporation, the bylaws,
15orders of the commissioner department or any other law applicable to savings and
16loan operations. The board may remove a director only after affording the director
17a hearing.
AB150, s. 5720 18Section 5720. 215.53 (1) (a) (intro.) of the statutes is amended to read:
AB150,1866,2219 215.53 (1) (a) (intro.) With the consent of the commissioner department and
20subject to any condition that the commissioner department prescribes, a mutual
21association organized under this chapter may, by an affirmative vote of at least
22two-thirds of the board of each association, do any of the following:
AB150, s. 5721 23Section 5721. 215.53 (1) (a) 4. of the statutes is amended to read:
AB150,1867,524 215.53 (1) (a) 4. Absorb a mutual savings and loan holding company or mutual
25savings bank holding company under a plan, approved by the commissioner

1department, that provides that the mutual savings and loan holding company or
2mutual savings bank holding company ceases to engage in activities that the
3absorbing association may not engage in and that provides that stock in a subsidiary
4association that is not held by the absorbed mutual savings and loan holding
5company or mutual savings bank holding company is redeemed.
AB150, s. 5722 6Section 5722. 215.53 (3) of the statutes is amended to read:
AB150,1867,187 215.53 (3) Withdrawal requests. Any saver in an absorbed association or
8savings bank or in a subsidiary of an absorbed mutual savings and loan holding
9company or mutual savings bank holding company, who intends to file a written
10withdrawal request for savings accounts within one year after the date of approval
11of such absorption by the commissioner department, may do so by giving 90 days'
12written notice of such intention, and the savings accounts shall be withdrawn as
13provided in s. 215.17. Any person who has filed such written withdrawal request
14shall remain a member and be subject to all rights, privileges and duties under this
15chapter and the bylaws and the rules and regulations of the absorbing association
16or, if the absorbing association is a subsidiary of a mutual savings and loan holding
17company, of the mutual savings and loan holding company, until the withdrawal
18value of the savings accounts has been paid to the person.
AB150, s. 5723 19Section 5723. 215.56 (1) (b) 1. of the statutes is amended to read:
AB150,1867,2120 215.56 (1) (b) 1. Certified to the commissioner department under the seal of the
21association by its president and secretary;
AB150, s. 5724 22Section 5724. 215.56 (2) of the statutes is amended to read:
AB150,1867,2523 215.56 (2) Period of liquidation. A mutual association so liquidating shall
24dispose of all its assets within 10 years from the date of liquidation, unless the
25commissioner department orders otherwise.
AB150, s. 5725
1Section 5725. 215.56 (6) of the statutes is amended to read:
AB150,1868,42 215.56 (6) Resumption of business. Any mutual association in liquidation may
3with the approval of the commissioner department resume business upon conditions
4approved by the commissioner department.
AB150, s. 5726 5Section 5726. 215.56 (7) (a) of the statutes is amended to read:
AB150,1868,176 215.56 (7) (a) Unclaimed liquidating dividends and all funds remaining unpaid
7in the hands of the association or its board of directors at or immediately prior to the
8date of final distribution, together with all final liquidating costs, shall be delivered
9by them to the commissioner department to be deposited by the commissioner
10department in one or more state banks, state savings banks or state-chartered
11savings and loan associations, to the credit of the commissioner in the
12commissioner's name
department, in trust for the various members and creditors
13entitled thereto. The commissioner department shall include in the annual report
14under s. 215.02 (11) the names of the associations so liquidated and the sums of
15unclaimed and unpaid liquidating dividends and unclaimed funds with respect to
16each of them respectively, including a statement of interest or dividends earned upon
17the funds.
AB150, s. 5727 18Section 5727. 215.56 (7) (b) (intro.) of the statutes is amended to read:
AB150,1868,1919 215.56 (7) (b) (intro.) The commissioner department may:
AB150, s. 5728 20Section 5728. 215.56 (7) (b) 3. of the statutes is amended to read:
AB150,1868,2221 215.56 (7) (b) 3. Apply the interest and dividends earned by the moneys so held
22toward defraying the expenses of the office department.
AB150, s. 5729 23Section 5729. 215.56 (8) of the statutes is amended to read:
AB150,1869,3
1215.56 (8) (title) Reserved authority of commissioner. This section shall not
2prohibit the commissioner department from proceeding against any association as
3provided in s. 215.32.
AB150, s. 5730 4Section 5730. 215.57 (1) (b) of the statutes is amended to read:
AB150,1869,115 215.57 (1) (b) At such meeting, by the affirmative vote, in person or by proxy,
6of not less than two-thirds of the dollar value of savings accounts of the association
7the members may by resolution declare to convert such association into a federal
8association or into a state-chartered association. A copy of the minutes of such
9meeting, verified by the affidavit of the chairperson and the secretary of the meeting,
10shall be filed in the office of the commissioner with the department within 10 days
11after the meeting.
AB150, s. 5731 12Section 5731. 215.57 (1) (d) 1. of the statutes is amended to read:
AB150,1869,1913 215.57 (1) (d) 1. Within 6 months after the adjournment of a meeting to convert
14into a federal association, the association shall do what is necessary to make it a
15federal association. Within 10 days after the receipt of the federal charter, the
16association shall file with the commissioner department a copy of the federal charter
17certified by the federal home loan bank board. Upon such filing the association shall
18cease to be a state-chartered association and shall thereafter be a federal
19association.
AB150, s. 5732 20Section 5732. 215.57 (1) (d) 2. of the statutes is amended to read:
AB150,1870,221 215.57 (1) (d) 2. Within 6 months after the adjournment of a meeting of the
22members of a federal mutual association called for the purpose of converting the
23association into a state-chartered association, the commissioner department shall
24examine such association and shall determine the action necessary to qualify the

1converting federal mutual association for a state charter. Upon complying with the
2necessary requirements, a state charter shall be issued to such association.
AB150, s. 5733 3Section 5733. 215.57 (4) of the statutes is amended to read:
AB150,1870,74 215.57 (4) (title) Commissioner's approval Approval required before
5conversion becomes effective.
Before any such conversion of any association shall
6be final and in effect, the written approval of the commissioner department must be
7secured by such association.
AB150, s. 5734 8Section 5734. 215.58 (1) (a) of the statutes is amended to read:
AB150,1870,149 215.58 (1) (a) A state chartered mutual association may convert to a stock
10association or a mutual savings and loan holding company may convert to a stock
11savings and loan holding company under this section. The board shall adopt a plan
12of conversion which complies with this section and the rules of the commissioner
13department. The plan of conversion is subject to the approval of the commissioner
14department.
AB150, s. 5735 15Section 5735. 215.58 (1) (b) of the statutes is amended to read:
AB150,1870,2316 215.58 (1) (b) Conversion of a mutual association or a mutual savings and loan
17holding company under this section is effective only if done according to a plan of
18conversion approved by the commissioner department under par. (a) and if the plan
19is approved by an affirmative vote of the majority of all votes entitled to be cast by
20members. Notice of a meeting to vote on the plan of conversion shall be sent to each
21member at least 10 days prior to such meeting. The notice shall state the time, place
22and purpose of the meeting, and provide a summary of the plan of conversion and
23such other information as the commissioner department requires.
AB150, s. 5736 24Section 5736. 215.58 (1) (c) (intro.) of the statutes is amended to read:
AB150,1871,2
1215.58 (1) (c) (intro.) Within 10 days after a meeting of members at which a plan
2of conversion is adopted, the board shall submit to the commissioner department:
AB150, s. 5737 3Section 5737. 215.58 (1) (c) 2. of the statutes is amended to read:
AB150,1871,54 215.58 (1) (c) 2. Such additional information pertaining to the plan of
5conversion as the commissioner department may require.
AB150, s. 5738 6Section 5738. 215.58 (2) (intro.) of the statutes is amended to read:
AB150,1871,107 215.58 (2) (title) Commissioner's approval Approval of plan of conversion;
8standards.
(intro.) The commissioner department may approve a plan of conversion
9under this section if the commissioner department finds that the plan meets all of
10the following conditions:
AB150, s. 5739 11Section 5739. 215.58 (2) (c) of the statutes is amended to read:
AB150,1871,1312 215.58 (2) (c) The plan complies with any other standard which the
13commissioner department may promulgate by rule as in the public interest.
AB150, s. 5740 14Section 5740. 215.58 (3) of the statutes is amended to read:
AB150,1871,2315 215.58 (3) Certificate of conversion; effective date. The commissioner
16department may issue a certificate of conversion from a mutual association to a stock
17association or from a mutual savings and loan holding company to a stock savings
18and loan holding company if the commissioner department determines the plan of
19conversion has been implemented as approved and the association or holding
20company has complied with this section and any conditions to the approval. The date
21specified in the certificate is the effective date of conversion. The certificate shall be
22recorded with the register of deeds in the county where the home office of the
23association or the registered office of the holding company is located.
AB150, s. 5741 24Section 5741. 215.58 (6) (intro.) of the statutes is amended to read:
AB150,1872,3
1215.58 (6) (title) Reserved authority of commissioner. (intro.) The
2commissioner department may issue rules governing the conversion of a mutual
3association or mutual savings and loan holding company, including:
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