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.
27,5748
Section 5748
. 215.59 (1) (g) of the statutes is amended to read:
215.59 (1) (g) Certificate of reorganization. If the commissioner division determines that the mutual association has complied with the requirements of this subsection and has implemented the reorganization plan as approved, the commissioner division shall issue a certificate of reorganization evidencing that the mutual association has been reorganized into a mutual savings and loan holding company. The date specified in the certificate shall be the effective date of reorganization. On the date specified in the certificate, the mutual association ceases to exist but its legal existence continues as a mutual savings and loan holding company. The certificate shall be recorded with the register of deeds in the county in which the home office of the mutual association was located and in the county in which the registered office of the mutual savings and loan holding company is located.
27,5749
Section 5749
. 215.59 (3) (a) 10. of the statutes is amended to read:
215.59 (3) (a) 10. Unless limited or prohibited by the commissioner division, engage in any activity that the federal reserve board permits a bank holding company to engage in under 12 CFR 225, subpart C, promulgated pursuant to 12 USC 1843 (c) or any activity that the federal savings and loan insurance corporation authorized a multiple savings and loan holding company to engage in directly on March 5, 1987.
27,5750
Section 5750
. 215.59 (3) (a) 12. of the statutes is amended to read:
215.59 (3) (a) 12. Dissolve itself and the stock association chartered under sub. (1) (b) 1. and convert itself and the stock association into a mutual association or mutual savings bank under a plan, approved by the commissioner division, that provides that the converting mutual savings and loan holding company ceases to engage in activities that the converted association or savings bank may not engage in and that provides that stock in a subsidiary association or savings bank that is not held by the converting mutual savings and loan holding company is redeemed.
27,5751
Section 5751
. 215.59 (4) of the statutes is amended to read:
215.59 (4) Stock in subsidiary. Under a plan approved by the commissioner division, a stock association that is a subsidiary of a mutual savings and loan holding company may issue any number of nonvoting shares and less than 50% of the voting shares of the stock association to persons other than the mutual savings and loan holding company.
27,5752
Section 5752
. 215.60 (1) (c) of the statutes is amended to read:
215.60 (1) (c) An association shall include the word “savings" in its name if its name includes the word “bank". This paragraph does not apply to an association name if the association obtained approval for use of the name from the commissioner division before February 12, 1992.
27,5753
Section 5753
. 215.60 (2) (intro.) of the statutes is amended to read:
215.60 (2) Minimum requirements. (intro.) The commissioner division by rule shall determine:
27,5754
Section 5754
. 215.60 (2) (c) of the statutes is amended to read:
215.60 (2) (c) Such other requirements as the
commissioner division deems necessary or desirable.
27,5755
Section 5755
. 215.60 (3) of the statutes is amended to read:
215.60 (3) Who may organize. Any individual who is a resident of this state may apply to the commissioner division for authority to incorporate a stock association under this section. The individual applying is the incorporator.
27,5756
Section 5756
. 215.60 (4) (h) of the statutes is amended to read:
215.60 (4) (h) Such other information as the
commissioner division requires.
27,5757
Section 5757
. 215.60 (5) of the statutes is amended to read:
215.60 (5) Application fee. The incorporators shall pay to the commissioner division a $500 fee, which sum shall be paid by the commissioner division into the general fund to the credit of the office division. Applicants shall also be liable for any other direct costs incurred by the commissioner division or review board for any transcripts of hearings, per diems and travel expenses.
27,5758
Section 5758
. 215.60 (6) of the statutes is amended to read:
215.60 (6) Notice of application and hearing thereon. Upon receipt of a properly executed application, the commissioner division shall, within 30 days, assign a date and place for hearing on the application and notice thereof shall be given as provided in s. 215.40 (7).
27,5759
Section 5759
. 215.60 (7) of the statutes is amended to read:
215.60 (7) Certificate of authority; when issued. If the application to organize a capital stock association is approved, the commissioner division shall issue to the incorporators a certificate of authority to effect a temporary organization, consisting of a chairperson, a secretary and a treasurer; to adopt articles of incorporation; to adopt bylaws; to adopt rules for the procedure of the incorporators; to conduct meetings; and to open subscription books for the sale of capital stock and also open subscription books for savings accounts.
27,5760
Section 5760
. 215.60 (10) of the statutes is amended to read:
215.60 (10) Certificate of authority, when voided. The certificate of authority as described in sub. (7) shall be void after 180 days from its date, but the commissioner division may, for cause, extend the life of the certificate for such time as the commissioner
division deems advisable.
27,5761
Section 5761
. 215.60 (11) (a) (intro.) of the statutes is amended to read:
215.60 (11) (a) (intro.) Within the time prescribed in sub. (10), the incorporators of the proposed capital stock association shall file with the commissioner
division a certificate stating:
27,5762
Section 5762
. 215.60 (11) (a) 1. of the statutes is amended to read:
215.60 (11) (a) 1. That articles of incorporation have been executed, filed with and approved by the commissioner division and recorded;
27,5763
Section 5763
. 215.60 (11) (a) 2. of the statutes is amended to read:
215.60 (11) (a) 2. That a meeting of stockholders was held and that directors and officers acceptable to the commissioner division were elected at the meeting;
27,5764
Section 5764
. 215.60 (11) (a) 3. of the statutes is amended to read:
215.60 (11) (a) 3. That bylaws were adopted and filed with and approved by the commissioner division;
27,5765
Section 5765
. 215.60 (11) (a) 7. of the statutes is amended to read:
215.60 (11) (a) 7. That insurance of savings accounts has been obtained from the federal savings and loan insurance corporation or other instrumentality approved by the commissioner division; and
27,5766
Section 5766
. 215.60 (11) (b) of the statutes is amended to read:
215.60 (11) (b) No business, other than that of completing the organization of the proposed capital stock association, may be transacted until such time as the commissioner division issues a certificate of incorporation to the association to commence business.
27,5767
Section 5767
. 215.60 (12) of the statutes is amended to read:
215.60 (12) Certificate of incorporation, when issued. Upon receipt of the certificate of compliance from the incorporators, described in sub. (11), and after all fees have been paid, the commissioner division may within 90 days issue a certificate of incorporation to the association under the commissioner's hand and seal authorizing such the association to commence business. The date appearing on the certificate of incorporation shall be the date of the corporate existence of the association.
27,5768
Section 5768
. 215.60 (13) of the statutes is amended to read:
215.60 (13) Certificate of incorporation, when voided. Any capital stock association failing to commence business within 6 months from the date of the certificate of incorporation shall have its corporate existence terminated, and its articles of incorporation and certificate of incorporation shall be voided, but the commissioner division may for cause, extend the life of such certificate for such time as the commissioner division deems advisable.
27,5769
Section 5769
. 215.60 (14) of the statutes is amended to read:
215.60 (14) (title) Discretionary authority of commissioner. The commissioner
division shall have the discretionary power in the granting of certificates of authority to incorporators desiring to organize capital stock associations. The commissioner division may refuse to issue certificates of incorporation to the incorporators of a capital stock association 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 interests of the public; the location of the proposed association is so close to an existing association that undue harm might result, or the support of the new association might not be such as to assure its success; or when other good and sufficient reasons exist for such refusal.
27,5770
Section 5770
. 215.60 (15) of the statutes is amended to read:
215.60 (15) Appeal by applicants. If the commissioner division refuses to grant a certificate of authority or a certificate of incorporation and the applicants feel aggrieved thereby, they may appeal to the review board to review the commissioner's division's determination.
27,5771
Section 5771
. 215.61 (1) of the statutes is amended to read:
215.61 (1) Form. The articles of incorporation of a stock 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.
27,5772
Section 5772
. 215.61 (2) of the statutes is amended to read:
215.61 (2) Filing and approval. Duplicate originals of the articles of incorporation executed by the incorporators, and any subsequent amendments thereto adopted by the stockholders of the association, shall be filed with and approved by the commissioner division.
27,5773
Section 5773
. 215.61 (5) of the statutes is amended to read:
215.61 (5) Effective date. The effective date of the articles of incorporation and amendments thereto shall be the date when left for record in the office of register of deeds. The register of deeds shall forward a certificate of recording to the commissioner division.
27,5774
Section 5774
. 215.62 (1) of the statutes is amended to read:
215.62 (1) Form. The bylaws of a stock association shall be approved by the commissioner division. The commissioner division shall, with the approval of the review board, promulgate rules governing bylaws.
