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.
27,5775
Section 5775
. 215.62 (2) of the statutes is amended to read:
215.62 (2) Filing and approval. Duplicate originals of the bylaws and amendments thereto shall be filed with and approved by the commissioner division.
27,5776
Section 5776
. 215.62 (3) of the statutes is amended to read:
215.62 (3) Effective date. The effective date of bylaws and subsequent amendments thereto shall be the date on which such bylaws or amendments are approved by the commissioner division.
27,5777
Section 5777
. 215.64 (1) of the statutes is amended to read:
215.64 (1) A savings and loan holding company shall be deemed to be engaged in the savings and loan business and shall be subject to the supervision and control of the office of the commissioner division. Such savings and loan holding company shall file reports of its financial condition when requested by the commissioner
division, and the commissioner division may order an examination of its solvency and economic condition whenever, in the commissioner's division's opinion, an examination is required. The cost of the examination shall be paid by the savings and loan holding company. Whenever in the opinion of the commissioner division, the condition of the savings and loan holding company shall endanger the safety of the savings capital of any savings and loan association which it owns or in any manner controls, or the operation of such savings and loan holding company shall be carried on in a manner which endangers the safety of such savings and loan association or its savers, or is contrary to the public interest, the commissioner
division may order the savings and loan holding company to remedy such condition or policy within 90 days. If the commissioner's division's order is not complied with, the commissioner division may fully direct the operation of such savings and loan association or savings and loan holding company until the order is complied with, and may withhold all dividends from the institution whose operation the commissioner division directs during the period in which the commissioner division exercises such authority.
27,5778
Section 5778
. 215.67 of the statutes is amended to read:
215.67 Dividends. The board of a stock association may declare and pay dividends, subject to the orders and rules of the commissioner division.
27,5779
Section 5779
. 215.70 (1) of the statutes is amended to read:
215.70 (1) Management responsibility. The management of a stock association shall be vested in a board of directors, who are charged with the responsibility of complying 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.
27,5780
Section 5780
. 215.70 (4) of the statutes is amended to read:
215.70 (4) Promulgation of rules. The board may by resolution adopt rules for the conduct of business by the association, provided they are consistent with this chapter, the rules of the commissioner division, and the articles of incorporation and bylaws of the association.
27,5781
Section 5781
. 215.73 (1) (a) (intro.) of the statutes is amended to read:
215.73 (1) (a) (intro.) With the consent of the
commissioner division and subject to any condition that the commissioner division prescribes, a stock 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:
27,5782
Section
5782. 215.73 (3) of the statutes is amended to read:
215.73 (3) Withdrawal requests. Any saver in an absorbed association or savings bank, 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.
27,5783
Section 5783
. 215.76 (1) (b) 1. of the statutes is amended to read:
215.76 (1) (b) 1. Certified to the commissioner division under the seal of the association, by its president and secretary.
27,5784
Section 5784
. 215.76 (2) of the statutes is amended to read:
215.76 (2) Period of liquidation. A stock association so liquidating shall dispose of its assets within 10 years from the date of liquidation, unless the commissioner division orders otherwise.
27,5785
Section 5785
. 215.76 (6) of the statutes is amended to read:
215.76 (6) Resumption of business. A stock association in liquidation may resume business with the approval of the commissioner division upon conditions approved by the commissioner division.
27,5786
Section 5786
. 215.76 (7) (a) of the statutes is amended to read:
215.76 (7) (a) Unclaimed liquidating dividends and all funds remaining unpaid in the hands of the association or its board at or immediately prior to the date of final distribution, together with all final liquidating costs, shall be delivered to the commissioner division to be deposited in one or more state banks, state savings banks or state-chartered savings and loan associations, to the credit of the commissioner division, in trust for the various stockholders, owners of savings accounts or 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 such funds.
27,5787
Section 5787
. 215.76 (7) (b) (intro.) of the statutes is amended to read:
215.76 (7) (b) (intro.) The commissioner division may:
27,5788
Section 5788
. 215.76 (7) (b) 3. of the statutes is amended to read:
215.76 (7) (b) 3. Apply the interest and dividends earned by the moneys so held toward defraying the expenses of the office division.
27,5789
Section 5789
. 215.76 (8) of the statutes is amended to read:
215.76 (8) (title) Reserved authority
of commissioner. This section does not prohibit the commissioner division from proceeding against any association as provided in s. 215.32.
27,5790
Section 5790
. 215.77 (1) (b) of the statutes is amended to read:
215.77 (1) (b) At such meeting, the stockholders may by the affirmative vote, in person or by proxy, of not less than two-thirds of the outstanding capital stock of the association the stockholders may by resolution declare to convert the association into a federal association, or in the case of a federal capital stock association into a state-chartered association. A copy of the minutes of the 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.
27,5791
Section 5791
. 215.77 (1) (d) 1. of the statutes is amended to read:
215.77 (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 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.
