Amendment ASA-AB150

AB150-ASA,1609,7 214.255 (1) The commissioner division shall approve the bylaws of a savings bank.

AB150-ASA, s. 5313 Section 5313. 214.255 (2) of the statutes is amended to read:

AB150-ASA,1609,10 214.255 (2) Duplicate originals of the bylaws and any subsequent amendments to the bylaws shall be filed with and approved by the commissioner division.

AB150-ASA, s. 5314 Section 5314. 214.255 (3) of the statutes is amended to read:

AB150-ASA,1609,14 214.255 (3) The effective date of the bylaws and amendments to the bylaws shall be the date on which they are approved by the commissioner division or a later date if the document provides for a different date.

AB150-ASA, s. 5315 Section 5315. 214.26 (1) of the statutes is amended to read:

AB150-ASA,1609,20 214.26 (1) The commissioner division may require additional information and shall conduct whatever investigation necessary, including subpoenaing books and records, taking public testimony and conducting hearings, to determine if the commissioner division should issue a certificate to organize. The incorporators shall share jointly and severally the expense of an investigation.

AB150-ASA, s. 5316 Section 5316. 214.26 (2) (a) of the statutes is amended to read:

AB150-ASA,1609,24 214.26 (2) (a) The expense fund shall be an asset of the proposed mutual savings bank if the commissioner division approves the application, and shall be reflected on the books as a liability under the caption "subsidy by incorporators".

AB150-ASA, s. 5317 Section 5317. 214.26 (2) (c) of the statutes is amended to read:

AB150-ASA,1610,6 214.26 (2) (c) After 3 years of corporate existence, the board of directors may petition the commissioner division for authority to repay the incorporators, on a proportional basis, any unused portion remaining in the expense fund. If the commissioner division determines that the operations of the mutual savings bank at that point are of such degree as so enable the mutual savings bank to operate without the subsidy, the commissioner division may authorize repayment.

AB150-ASA, s. 5318 Section 5318. 214.26 (2) (d) of the statutes is amended to read:

AB150-ASA,1610,15 214.26 (2) (d) After the 4th year of corporate existence, and each subsequent year, the board of directors of the mutual savings bank may petition the commissioner division for authority to pay out of current income of any period to the incorporators on a proportional basis, the amount remaining after payment of expenses, provision for taxes and the provision for distribution of earnings as a recovery of previous charges made to the expense fund account. The commissioner division may approve or deny the petition for recovery payments. Recovery payments may not exceed the total of the charges made to the expense fund account.

AB150-ASA, s. 5319 Section 5319. 214.26 (3) (a) of the statutes is amended to read:

AB150-ASA,1611,2 214.26 (3) (a) Within 30 days after receiving a completed application, the commissioner division shall furnish a notice of application to the incorporators and to each savings bank authorized to operate an office within 4 miles of the proposed home office if it is to be located in Milwaukee county, or within 20 miles of the proposed home office if it is to be located outside of Milwaukee county. The notice shall describe the location and nature of the proposed home office and any other proposed office and shall solicit written comments on the application. If a hearing on the application has been scheduled, the notice shall indicate the time and place of the hearing. If a hearing has not been scheduled, the notice shall describe the right of interested persons to request a hearing.

AB150-ASA, s. 5320 Section 5320. 214.26 (3) (b) of the statutes is amended to read:

AB150-ASA,1611,6 214.26 (3) (b) The incorporators shall publish the notice of application as a class 3 notice under ch. 985 in the city, town or village where the home office is to be located and shall provide the commissioner division with proof of publication.

AB150-ASA, s. 5321 Section 5321. 214.26 (4) (intro.) of the statutes is amended to read:

AB150-ASA,1611,9 214.26 (4) (intro.)  The commissioner division shall conduct a public hearing on the application if any of the following occurs:

AB150-ASA, s. 5322 Section 5322. 214.26 (4) (b) of the statutes is amended to read:

AB150-ASA,1611,13 214.26 (4) (b) Within 3 days after publication of the final notice of application any person planning to participate in a hearing on the application files with the commissioner division a request for hearing.

AB150-ASA, s. 5323 Section 5323. 214.26 (5) of the statutes is amended to read:

AB150-ASA,1611,18 214.26 (5) If a hearing date is not indicated in the notice of application and a hearing is subsequently required, the commissioner division shall give written notice of the time and place of the hearing to the incorporators and to anyone who has requested a hearing, at least 10 days before the hearing.

AB150-ASA, s. 5324 Section 5324. 214.26 (7) (intro.) of the statutes is amended to read:

AB150-ASA,1611,22 214.26 (7) (intro.) To approve an application, the commissioner division must find, based on the record of the application, the commissioner's division's investigation and the public hearing, if any, that all of the following conditions exist:

AB150-ASA, s. 5325 Section 5325. 214.26 (7) (c) of the statutes is amended to read:

AB150-ASA,1611,25 214.26 (7) (c) The proposed name is not deceptively similar to that of another financial institution within an area defined by rule of the commissioner division.

AB150-ASA, s. 5326 Section 5326. 214.26 (8) of the statutes is amended to read:

AB150-ASA,1612,8 214.26 (8) The commissioner division shall have discretionary authority to grant a certificate of authority. The commissioner division may refuse to issue a certificate of authority to the incorporators to commence business if, in the commissioner's division's opinion, any incorporator is not of such character and general fitness as to warrant belief that the savings bank will be conducted for the best interest of its members or stockholders or if other sufficient reasons exist for a refusal to issue a certificate of authority.

AB150-ASA, s. 5327 Section 5327. 214.265 (1) (a) of the statutes is amended to read:

AB150-ASA,1612,12 214.265 (1) (a) If the commissioner division approves an application to organize, the commissioner division shall issue to the incorporators a certificate of authority to effect a temporary organization.

AB150-ASA, s. 5328 Section 5328. 214.265 (5) of the statutes is amended to read:

AB150-ASA,1612,15 214.265 (5) The directors shall prepare articles of incorporation, bylaws, and other documents and items as required by rule of the commissioner division.

AB150-ASA, s. 5329 Section 5329. 214.265 (6) of the statutes is amended to read:

AB150-ASA,1612,19 214.265 (6) The directors shall apply for insurance of accounts with a deposit insurance corporation and provide the commissioner division with a copy of each filing and additional documents filed or received in connection with the filing.

AB150-ASA, s. 5330 Section 5330. 214.265 (8) of the statutes is amended to read:

AB150-ASA,1612,23 214.265 (8) If a stock savings bank, the officers and directors shall furnish the commissioner division with the names and addresses of all investors who subscribe to purchase stock.

AB150-ASA, s. 5331 Section 5331. 214.265 (9) of the statutes is amended to read:

AB150-ASA,1613,3 214.265 (9) No business, other than that of completing the organization of the proposed savings bank, may be transacted until the commissioner division issues certificate of incorporation.

AB150-ASA, s. 5332 Section 5332. 214.265 (10) of the statutes is amended to read:

AB150-ASA,1613,8 214.265 (10) A temporary certificate of authority issued under sub. (1) (a) shall be effective for 180 days after the date issued. The commissioner division may, for cause, extend the effective period of the certificate for such time as the commissioner division considers to be advisable.

AB150-ASA, s. 5333 Section 5333. 214.27 (1) of the statutes is amended to read:

AB150-ASA,1613,16 214.27 (1) In addition to the organization requirements of this subchapter, the commissioner division may require additional assurances, information, capital or agreements from the officers, directors or employes of the savings bank. If the requirements of this subchapter, rules promulgated under this subchapter, federal law and the commissioner's division's requests are completed, the incorporators shall provide the commissioner division with a certificate of compliance in a form prescribed by the commissioner division, together with a $500 fee.

AB150-ASA, s. 5334 Section 5334. 214.27 (2) of the statutes is amended to read:

AB150-ASA,1613,21 214.27 (2) Within 90 days after receipt of the certificate of compliance and receipt of all required fees, the commissioner division shall issue a certificate of incorporation authorizing the savings bank to commence business. The certificate of incorporation shall specify the date of the corporate existence of the savings bank.

AB150-ASA, s. 5335 Section 5335. 214.27 (3) of the statutes is amended to read:

AB150-ASA,1614,3 214.27 (3) The commissioner division shall terminate the corporate existence and void the articles of incorporation and certificate of incorporation of a savings bank if the savings bank fails to commence business within 6 months after the date on the certificate of incorporation. The commissioner division may, in writing, extend the time period to commence business for such time as the commissioner division considers to be advisable.

AB150-ASA, s. 5336 Section 5336. 214.275 of the statutes is amended to read:

AB150-ASA,1614,7 214.275 Appeal of denial. If the commissioner division does not grant a certificate of organization, the incorporators may appeal to the review board to review the determination.

AB150-ASA, s. 5337 Section 5337. 214.305 of the statutes is amended to read:

AB150-ASA,1614,17 214.305 Annual and special meetings. The date of the annual meeting of members or stockholders shall be specified in the bylaws. Failure to hold an annual meeting may not cause a dissolution of the savings bank. Special meetings may be called by the board of directors, by stockholders of not less than 20% of the outstanding stock, by members constituting not less than 20% of the eligible votes or by any other person designated in the bylaws. The commissioner division may call a special meeting with not less than 7 days' written or oral notice. An annual or special meeting shall be held at the home office of the savings bank or in another place within the same county if specifically designated in the notice of the meeting.

AB150-ASA, s. 5338 Section 5338. 214.31 (1) of the statutes is amended to read:

AB150-ASA,1614,23 214.31 (1) Notice of an annual meeting shall be provided not fewer than 10 days nor more than 40 days before the date of the meeting in the manner provided in the bylaws. The notice shall be displayed at each office of the savings bank in a manner prescribed by rule of the commissioner division. The notice shall state the time, place and purpose of the meeting.

AB150-ASA, s. 5339 Section 5339. 214.34 (1) of the statutes is amended to read:

AB150-ASA,1615,13 214.34 (1) Every person appointed or elected to any position requiring the receipt, payment, management or use of savings bank money, or whose duties permit or require access to or custody of savings bank money or securities, or whose duties permit the regular making of entries in the books or other records of the savings bank, shall be bonded by a trust or company authorized to issue bonds in this state or by a fidelity insurance company licensed to do business in this state. A bond shall be in a form prescribed by the commissioner division and in an amount fixed by the board of directors. A bond shall be payable to the savings bank to indemnify the savings bank for any loss the savings bank may sustain through any dishonest or criminal act or omission by the bonded person, whether committed alone or in concert with others. A bond shall provide that cancellation of the bond by the surety or by the insured is not effective before 30 days' written notice is given to the commissioner division, unless the commissioner division approves an earlier cancellation.

AB150-ASA, s. 5340 Section 5340. 214.34 (2) of the statutes is amended to read:

AB150-ASA,1615,19 214.34 (2) Notwithstanding sub. (1), the commissioner division may proceed against a savings bank if the commissioner division believes that the business of the savings bank is being conducted in an unsafe or unsound manner or that the form or amount of bonds approved by the board of directors is inadequate to give reasonable protection to the savings bank.

AB150-ASA, s. 5341 Section 5341. 214.345 (1) of the statutes is amended to read:

AB150-ASA,1615,25 214.345 (1) Upon election, a director shall take an oath that the director will diligently and honestly perform the duties of that office and will not knowingly violate or willingly permit to be violated this chapter, any rules of the commissioner division, the articles of incorporation or bylaws under which the savings bank operates or any other state or federal law applicable to a savings bank.

AB150-ASA, s. 5342 Section 5342. 214.345 (2) of the statutes is amended to read:

AB150-ASA,1616,6 214.345 (2) The commissioner division may require disclosure by directors, officers and employes of their personal interest, directly or indirectly, in any business or transaction on behalf of or involving the savings bank and of their control of or active participation in enterprises having activities related to the business of the savings bank.

AB150-ASA, s. 5343 Section 5343. 214.345 (5) (intro.) of the statutes is amended to read:

AB150-ASA,1616,11 214.345 (5) (intro.) Subject to the approval of the commissioner division, a savings bank's bylaws shall provide for reasonable indemnification to its officers, directors and employes in connection with the faithful performance of their duties for the savings bank.

AB150-ASA, s. 5344 Section 5344. 214.37 (4) (b) of the statutes is amended to read:

AB150-ASA,1616,16 214.37 (4) (b) The examination of financial records by, or the furnishing of financial records by a savings bank to, any officer, employe or agent of the commissioner division or a deposit insurance corporation for use solely in the exercise of that person's duties as an officer, employe or agent.

AB150-ASA, s. 5345 Section 5345. 214.37 (5) of the statutes is amended to read:

AB150-ASA,1617,2 214.37 (5) If a member or stockholder desires to communicate with other members or stockholders of the savings bank with reference to any question pending or to be presented at an annual or special meeting, the savings bank shall give that person, upon written request, a written statement of the approximate number of members or stockholders entitled to vote at the meeting and an estimate of the cost of preparing and mailing the communication. The requester shall submit the communication to the commissioner division who, if finding it to be appropriate and accurate, shall direct the savings bank to prepare and mail the communication to the members or stockholders upon the requester's payment or adequate provision for payment of the expenses of preparation and mailing.

AB150-ASA, s. 5346 Section 5346. 214.375 of the statutes is amended to read:

AB150-ASA,1617,7 214.375 Closing books. A savings bank shall close its books at least once annually and at such other times as the commissioner division may require. The date of the annual closing may be March 31, June 30, September 30 or December 31 or as otherwise provided by rule of the commissioner division.

AB150-ASA, s. 5347 Section 5347. 214.40 (1) of the statutes is amended to read:

AB150-ASA,1617,16 214.40 (1) A savings bank may be organized to exercise the powers conferred by this chapter with minimum capital, surplus and reserves for operating expenses as determined by the commissioner division. The commissioner division may not establish requirements for savings banks at a level less than that required for insurance of accounts. For a savings bank other than one resulting from the conversion from an existing financial institution, the commissioner division may establish capital requirements at least as stringent as those required under s. 214.43 (1).

AB150-ASA, s. 5348 Section 5348. 214.40 (2) of the statutes is amended to read:

AB150-ASA,1617,20 214.40 (2) A stock savings bank may not commence business until it has a paid-in surplus equal to 20% of its capital. The commissioner division may waive this requirement for a financial institution that converts to a savings bank.

AB150-ASA, s. 5349 Section 5349. 214.42 (1) of the statutes is amended to read:

AB150-ASA,1618,2 214.42 (1) The board of directors of a stock savings bank may propose an amendment to the articles of incorporation providing for the retirement of all of the capital stock and a detailed plan for effectuating the amendment. The resulting capital of the savings bank may not be less than the minimum initial capital that is required to organize a savings bank. The proposal shall be subject to the commissioner's division's approval.

AB150-ASA, s. 5350 Section 5350. 214.42 (2) of the statutes is amended to read:

AB150-ASA,1618,7 214.42 (2) If the commissioner division approves the proposal, the savings bank's board of directors may request in writing an appraisal of the value of the capital stock. The commissioner division shall order an appraisal to be made at the expense of the savings bank.

AB150-ASA, s. 5351 Section 5351. 214.43 (1) of the statutes is amended to read:

AB150-ASA,1618,15 214.43 (1) A savings bank shall maintain total capital of not less than 6% of total assets. This is the minimum capital level acceptable for a savings bank that is well-managed and whose overall financial condition is fundamentally sound. If the commissioner division determines that the financial condition or history, management or earnings prospects of a savings bank are not adequate, the commissioner division may require a higher minimum capital level for the savings bank.

AB150-ASA, s. 5352 Section 5352. 214.435 (3) of the statutes is amended to read:

AB150-ASA,1618,25 214.435 (3) The board of directors may quarterly, semiannually or annually declare a dividend on capital stock of so much of the net profits of the savings bank that the board determines to be expedient, except that until the paid-in surplus of the savings bank equals its capital stock, a dividend may not be declared unless there has been transferred to paid-in surplus not less than 10% of the net profits of the preceding half year in the case of quarterly or semiannual dividends, or not less than 10% of the net profits for the preceding year in the case of annual dividends. A stock dividend may be declared out of retained earnings with the written approval of the commissioner division.

AB150-ASA, s. 5353 Section 5353. 214.435 (4) of the statutes is amended to read:

AB150-ASA,1619,4 214.435 (4) The written approval of the commissioner division is required before any dividends on stock that exceed 50% of the savings bank's net profits of that year may be declared in any calendar year.

AB150-ASA, s. 5354 Section 5354. 214.48 (3) of the statutes is amended to read:

AB150-ASA,1619,9 214.48 (3) Each loan or investment that a savings bank makes or purchases, in whole or in part, shall be adequately underwritten and reserved against as necessary in accordance with its payment performance, and in accordance with rules of the commissioner division.

AB150-ASA, s. 5355 Section 5355. 214.48 (5) of the statutes is amended to read:

AB150-ASA,1619,13 214.48 (5) If an appraisal of real estate securing a savings bank's loan is obtained as part of an examination by the commissioner division, the cost of the appraisal shall promptly be paid by the savings bank to the appraiser.

AB150-ASA, s. 5356 Section 5356. 214.485 (intro.) of the statutes is amended to read:

AB150-ASA,1619,17 214.485 Investment in loans. (intro.) Subject to rules of the commissioner division, a savings bank may lend funds under any of the following conditions or for any of the following purposes: