215.40 (13) (b) No business, other than that of completing the organization of the proposed association, may be transacted until such time as the commissioner
division issues a certificate of incorporation to the association to commence business.
27,5704
Section 5704
. 215.40 (14) of the statutes is amended to read:
215.40 (14) Certificate of incorporation, when issued. Upon receipt of the certificate of compliance from the incorporators, the commissioner division may within 30 days issue a certificate of incorporation to the association under the commissioner's hand and seal authorizing said the association to commence business. The date appearing on the certificate of incorporation shall be the date of the corporate existence of the association.
27,5705
Section 5705
. 215.40 (15) of the statutes is amended to read:
215.40 (15) Fee for certificate of incorporation. The incorporators shall pay to the commissioner
division a fee of $50 for the certificate of incorporation, which sum shall be paid by the commissioner deposited into the general fund to the credit of the office division.
27,5706
Section 5706
. 215.40 (17) of the statutes is amended to read:
215.40 (17) Discretionary authority. The commissioner division shall have discretionary power in the granting of certificates of authority to incorporators desiring to organize such associations. The commissioner division may also refuse to issue certificates of incorporation to the incorporators to commence business when, in the commissioner's division's opinion, the incorporators or any of them are not of such character and general fitness as to warrant belief that the association will be conducted for the best interest of its members; the location of the association is so close to an existing association that its business might be interfered with and the support of the new association would not be such as to assure its success; or when other good and sufficient reasons exist for such refusal.
27,5707
Section 5707
. 215.40 (18) of the statutes is amended to read:
215.40 (18) Appeal by applicants after being denied certificate of authority. If the commissioner division refuses to grant a certificate of authority to organize an association, and the applicants feel aggrieved thereby, they may appeal to the review board to review the commissioner's division's determination under s. 215.04 (1) (d) and (4).
27,5708
Section 5708
. 215.41 (1) of the statutes is amended to read:
215.41 (1) Form. The articles of incorporation of a mutual association shall be approved by the commissioner division. The commissioner division shall, with the approval of the review board, promulgate rules governing articles of incorporation.
27,5709
Section 5709
. 215.41 (2) of the statutes is amended to read:
215.41 (2) Filing and approval. Duplicate originals of the articles of incorporation executed by the incorporators, and any subsequent amendments thereto adopted by the members of the association, shall be filed with and approved by the commissioner division.
27,5710
Section 5710
. 215.41 (3) of the statutes is amended to read:
215.41 (3) Recording. Upon their approval by the commissioner division, articles of incorporation and amendments thereto shall be recorded in the office of the register of deeds of the county in which the home office of the association is located.
27,5711
Section 5711
. 215.41 (5) of the statutes is amended to read:
215.41 (5) Effective date. The effective date of articles of incorporation and amendments thereto shall be the date when left for record in the office of the register of deeds. The register of deeds shall forward a certificate of recording to the commissioner division.
27,5712
Section 5712
. 215.42 (1) of the statutes is amended to read:
215.42 (1) Form. The bylaws of a mutual association shall be approved by the commissioner division. The commissioner division shall, with the approval of the review board, promulgate rules governing bylaws.
27,5713
Section 5713
. 215.42 (2) of the statutes is amended to read:
215.42 (2) Filings and approval. Duplicate originals of the bylaws and any subsequent amendments thereto shall be filed with and approved by the commissioner division.
27,5714
Section 5714
. 215.42 (3) of the statutes is amended to read:
215.42 (3) Effective date. The effective date of bylaws and amendments thereto shall be the date when approved by the commissioner division.
27,5715
Section 5715
. 215.50 (1) of the statutes is amended to read:
215.50 (1) Management responsibility. The government and management of a mutual association shall be vested in a board of directors, who are charged with the responsibility of compliance with this chapter, orders of the commissioner division, rules of the commissioner division promulgated under ch. 227, the articles of incorporation and bylaws of the association, and other laws applicable to savings and loan operations.
27,5716
Section 5716
. 215.50 (6) of the statutes is amended to read:
215.50 (6) Oath of directors. Upon election, every director shall take and subscribe an oath that the director will diligently and honestly perform the duties of such office and will not knowingly violate or willingly permit to be violated this chapter, any rule of the commissioner division, the articles of incorporation or bylaws under which the association operates, or any other law applicable to savings and loan operations.
27,5717
Section 5717
. 215.50 (7) of the statutes is amended to read:
215.50 (7) Directors to fix compensation. The compensation of officers, directors, employes and committee members shall be fixed by a majority vote of the board of directors in accordance with the bylaws. In addition, the board of directors may, by resolution, create a fund or join a pension system or enter into deferred compensation agreements for the retirement of its officers and employes, subject to specific, prior approval of the commissioner division and the review board.
27,5718
Section 5718
. 215.50 (10) of the statutes is amended to read:
215.50 (10) Promulgation of rules. The board of directors, may by resolution, adopt rules and regulations for the conduct of business, provided that they are consistent with this chapter, the rules of the commissioner division, and the association's articles of incorporation and bylaws.
27,5719
Section 5719
. 215.50 (11) (a) of the statutes is amended to read:
215.50 (11) (a) The board may remove a director who violates this chapter, the rules of the commissioner
division, the articles of incorporation, the bylaws, orders of the commissioner division or any other law applicable to savings and loan operations. The board may remove a director only after affording the director a hearing.
27,5720
Section 5720
. 215.53 (1) (a) (intro.) of the statutes is amended to read:
215.53 (1) (a) (intro.) With the consent of the
commissioner division and subject to any condition that the commissioner division prescribes, a mutual association organized under this chapter may, by an affirmative vote of at least two-thirds of the board of each association, do any of the following:
27,5721
Section 5721
. 215.53 (1) (a) 4. of the statutes is amended to read:
215.53 (1) (a) 4. Absorb a mutual savings and loan holding company or mutual savings bank holding company under a plan, approved by the commissioner
division, that provides that the mutual savings and loan holding company or mutual savings bank holding company ceases to engage in activities that the absorbing association may not engage in and that provides that stock in a subsidiary association that is not held by the absorbed mutual savings and loan holding company or mutual savings bank holding company is redeemed.
27,5722
Section 5722
. 215.53 (3) of the statutes is amended to read:
215.53 (3) Withdrawal requests. Any saver in an absorbed association or savings bank or in a subsidiary of an absorbed mutual savings and loan holding company or mutual savings bank holding company, who intends to file a written withdrawal request for savings accounts within one year after the date of approval of such absorption by the commissioner division, may do so by giving 90 days' written notice of such intention, and the savings accounts shall be withdrawn as provided in s. 215.17. Any person who has filed such written withdrawal request shall remain a member and be subject to all rights, privileges and duties under this chapter and the bylaws and the rules and regulations of the absorbing association or, if the absorbing association is a subsidiary of a mutual savings and loan holding company, of the mutual savings and loan holding company, until the withdrawal value of the savings accounts has been paid to the person.
27,5723
Section 5723
. 215.56 (1) (b) 1. of the statutes is amended to read:
215.56 (1) (b) 1. Certified to the commissioner division under the seal of the association by its president and secretary;
27,5724
Section 5724
. 215.56 (2) of the statutes is amended to read:
215.56 (2) Period of liquidation. A mutual association so liquidating shall dispose of all its assets within 10 years from the date of liquidation, unless the commissioner division orders otherwise.
27,5725
Section 5725
. 215.56 (6) of the statutes is amended to read:
215.56 (6) Resumption of business. Any mutual association in liquidation may with the approval of the commissioner division resume business upon conditions approved by the commissioner division.
27,5726
Section 5726
. 215.56 (7) (a) of the statutes is amended to read:
215.56 (7) (a) Unclaimed liquidating dividends and all funds remaining unpaid in the hands of the association or its board of directors at or immediately prior to the date of final distribution, together with all final liquidating costs, shall be delivered by them to the commissioner division to be deposited by the commissioner
division in one or more state banks, state savings banks or state-chartered savings and loan associations, to the credit of the commissioner in the commissioner's name division, in trust for the various members and creditors entitled thereto. The commissioner division shall include in the annual report under s. 215.02 (11) the names of the associations so liquidated and the sums of unclaimed and unpaid liquidating dividends and unclaimed funds with respect to each of them respectively, including a statement of interest or dividends earned upon the funds.
27,5727
Section 5727
. 215.56 (7) (b) (intro.) of the statutes is amended to read:
215.56 (7) (b) (intro.) The commissioner division may:
27,5728
Section 5728
. 215.56 (7) (b) 3. of the statutes is amended to read:
215.56 (7) (b) 3. Apply the interest and dividends earned by the moneys so held toward defraying the expenses of the office division.
27,5729
Section 5729
. 215.56 (8) of the statutes is amended to read:
215.56 (8) (title) Reserved authority
of commissioner. This section shall not prohibit the
commissioner division from proceeding against any association as provided in s. 215.32.
27,5730
Section 5730
. 215.57 (1) (b) of the statutes is amended to read:
215.57 (1) (b) At such meeting, by the affirmative vote, in person or by proxy, of not less than two-thirds of the dollar value of savings accounts of the association the members may by resolution declare to convert such association into a federal association or into a state-chartered association. A copy of the minutes of such meeting, verified by the affidavit of the chairperson and the secretary of the meeting, shall be filed in the office of the commissioner with the division within 10 days after the meeting.
27,5731
Section 5731
. 215.57 (1) (d) 1. of the statutes is amended to read:
215.57 (1) (d) 1. Within 6 months after the adjournment of a meeting to convert into a federal association, the association shall do what is necessary to make it a federal association. Within 10 days after the receipt of the federal charter, the association shall file with the commissioner division a copy of the federal charter certified by the federal home loan bank board. Upon such filing the association shall cease to be a state-chartered association and shall thereafter be a federal association.
27,5732
Section 5732
. 215.57 (1) (d) 2. of the statutes is amended to read:
215.57 (1) (d) 2. Within 6 months after the adjournment of a meeting of the members of a federal mutual association called for the purpose of converting the association into a state-chartered association, the commissioner division shall examine such association and shall determine the action necessary to qualify the converting federal mutual association for a state charter. Upon complying with the necessary requirements, a state charter shall be issued to such association.
27,5733
Section 5733
. 215.57 (4) of the statutes is amended to read:
215.57 (4) (title) Commissioner's approval Approval required before conversion becomes effective. Before any such conversion of any association shall be final and in effect, the written approval of the commissioner division must be secured by such association.
27,5734
Section 5734
. 215.58 (1) (a) of the statutes is amended to read:
215.58 (1) (a) A state chartered mutual association may convert to a stock association or a mutual savings and loan holding company may convert to a stock savings and loan holding company under this section. The board shall adopt a plan of conversion which complies with this section and the rules of the commissioner division. The plan of conversion is subject to the approval of the commissioner division.
27,5735
Section 5735
. 215.58 (1) (b) of the statutes is amended to read:
215.58 (1) (b) Conversion of a mutual association or a mutual savings and loan holding company under this section is effective only if done according to a plan of conversion approved by the commissioner division under par. (a) and if the plan is approved by an affirmative vote of the majority of all votes entitled to be cast by members. Notice of a meeting to vote on the plan of conversion shall be sent to each member at least 10 days prior to such meeting. The notice shall state the time, place and purpose of the meeting, and provide a summary of the plan of conversion and such other information as the commissioner division requires.
27,5736
Section 5736
. 215.58 (1) (c) (intro.) of the statutes is amended to read:
215.58 (1) (c) (intro.) Within 10 days after a meeting of members at which a plan of conversion is adopted, the board shall submit to the commissioner division:
27,5737
Section 5737
. 215.58 (1) (c) 2. of the statutes is amended to read:
215.58 (1) (c) 2. Such additional information pertaining to the plan of conversion as the commissioner
division may require.
27,5738
Section 5738
. 215.58 (2) (intro.) of the statutes is amended to read:
215.58 (2) (title) Commissioner's approval Approval of plan of conversion; standards. (intro.) The commissioner division may approve a plan of conversion under this section if the commissioner division finds that the plan meets all of the following conditions:
27,5739
Section 5739
. 215.58 (2) (c) of the statutes is amended to read:
215.58 (2) (c) The plan complies with any other standard which the commissioner division may promulgate by rule as in the public interest.
27,5740
Section 5740
. 215.58 (3) of the statutes is amended to read:
215.58 (3) Certificate of conversion; effective date. The commissioner division may issue a certificate of conversion from a mutual association to a stock association or from a mutual savings and loan holding company to a stock savings and loan holding company if the commissioner division determines the plan of conversion has been implemented as approved and the association or holding company has complied with this section and any conditions to the approval. The date specified in the certificate is the effective date of conversion. The certificate shall be recorded with the register of deeds in the county where the home office of the association or the registered office of the holding company is located.
27,5741
Section 5741
. 215.58 (6) (intro.) of the statutes is amended to read:
215.58 (6) (title) Reserved authority
of commissioner. (intro.) The commissioner division may issue rules governing the conversion of a mutual association or mutual savings and loan holding company, including:
27,5742
Section
5742. 215.59 (1) (c) of the statutes is amended to read:
215.59 (1) (c) Capital asset retention. Subject to the approval of the commissioner division, if the net worth of the stock association chartered under the reorganization plan exceeds the minimum net worth under s. 215.24, a plan may permit a mutual savings and loan holding company to retain capital assets of the reorganizing mutual association.
27,5743
Section 5743
. 215.59 (1) (d) 3. of the statutes is amended to read:
215.59 (1) (d) 3. The commissioner division under par. (f).
27,5744
Section 5744
. 215.59 (1) (e) 1. of the statutes is amended to read:
215.59 (1) (e) 1. Notice of a meeting to vote on a reorganization plan shall be sent to members at least 10 days before the meeting. The notice shall state the time, place and purpose of the meeting, shall provide a summary of the reorganization plan and shall provide any other information that the commissioner division requires.
27,5745
Section 5745
. 215.59 (1) (e) 3. of the statutes is amended to read:
215.59 (1) (e) 3. Within 10 days after a reorganization plan receives member approval, the mutual association shall submit to the commissioner division a copy of the minutes of the meeting at which the plan is approved. The secretary of the mutual association shall certify that the minutes show that the members approved the reorganization plan.
27,5746
Section 5746
. 215.59 (1) (f) (intro.) of the statutes is amended to read:
215.59 (1) (f) (title) Commissioner Division approval. (intro.) The commissioner division may approve a reorganization plan if the commissioner division finds that all of the following conditions exist:
27,5747
Section 5747
. 215.59 (1) (f) 3. of the statutes is amended to read:
215.59 (1) (f) 3. The reorganization plan complies with rules promulgated by the commissioner division governing the reorganization of a mutual association into a mutual savings and loan holding company and the operation of a mutual savings and loan holding company.
