Amendment ASA-AB150

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:

AB150-ASA, s. 5357 Section 5357. 214.485 (8) of the statutes is amended to read:

AB150-ASA,1619,22 214.485 (8) Through secured or unsecured loans for business, corporate, commercial or agricultural purposes if the total of all loans granted under this subsection does not exceed 10% of the savings bank's total assets, unless a greater amount is authorized in writing by the commissioner division.

AB150-ASA, s. 5358 Section 5358. 214.485 (12) of the statutes is amended to read:

AB150-ASA,1620,4 214.485 (12) Through issuance of letters of credit or other similar arrangements as provided for by rules of the commissioner division with regard to aggregate amounts permitted, take-out commitments for stand-by letters of credit, underlying documentation and underwriting, legal limitations on loans of the savings bank, control and subsidiary records and other procedures considered to be necessary by the commissioner division.

AB150-ASA, s. 5359 Section 5359. 214.485 (17) of the statutes is amended to read:

AB150-ASA,1620,7 214.485 (17) For any other purpose authorized by rule of the commissioner division.

AB150-ASA, s. 5360 Section 5360. 214.49 (intro.) of the statutes is amended to read:

AB150-ASA,1620,10 214.49 Other investments. (intro.) Subject to rules of the commissioner division, a savings bank may invest funds in any of the following:

AB150-ASA, s. 5361 Section 5361. 214.49 (5) (intro.) of the statutes is amended to read:

AB150-ASA,1621,2 214.49 (5) (intro.) With the prior written consent of the commissioner division, a savings bank may invest in the initial purchase and development, or the purchase or commitment to purchase after completion, of home sites and housing for sale or rental, including projects for the reconstruction, rehabilitation or rebuilding of residential properties to meet the minimum standards of health and occupancy prescribed by a local governmental unit, the provision of accommodations for retail stores, shops and other community services that are reasonably incident to that housing, or in the stock of a corporation that owns one or more of those projects and that is wholly owned by one or more financial institutions. The total investment in any one project may not exceed 15% of the savings bank's capital, nor may the aggregate investment under this subsection exceed 50% of its capital. A savings bank may not make an investment under this subsection unless it is in compliance with the capital requirements under s. 214.43 and with the capital maintenance requirements of its deposit insurance corporation. The commissioner division may approve the investment only if the savings bank shows all of the following:

AB150-ASA, s. 5362 Section 5362. 214.49 (15) of the statutes is amended to read:

AB150-ASA,1621,5 214.49 (15) In any other investment authorized by rule of the commissioner division.

AB150-ASA, s. 5363 Section 5363. 214.51 (1) of the statutes is amended to read:

AB150-ASA,1621,10 214.51 (1) A savings bank may sell a loan or a participating interest in a loan with or without recourse. The commissioner division may by rule adopt limitations on the sale of loans except loans sold to agencies of the United States or this state or to another government-sponsored agency if approved by the commissioner division.

AB150-ASA, s. 5364 Section 5364. 214.51 (2) of the statutes is amended to read:

AB150-ASA,1621,13 214.51 (2) A savings bank may contract to service a loan or a participating interest in a loan, subject to rules of the commissioner division.

AB150-ASA, s. 5365 Section 5365. 214.52 (3) of the statutes is amended to read:

AB150-ASA,1621,20 214.52 (3) Unless prior written approval of the commissioner division is obtained, a savings bank may not purchase, lease or acquire a site for an office building or an interest in real estate from an officer, director, employe, from a stockholder holding more than 10% of the stock of the savings bank, or from any firm, corporation, entity, or family in which an officer, director, employe or stockholder holding more than 10% of the stock of a savings bank has a direct or indirect interest.

AB150-ASA, s. 5366 Section 5366. 214.525 of the statutes is amended to read:

AB150-ASA,1621,25 214.525 Prohibited loans. A savings bank may not make a loan to a person owning 10% or more of its stock, an affiliated person, agent, or attorney of the savings bank, either individually or as an agent or partner of another, except under rules of the commissioner division and regulations of a deposit insurance corporation.

AB150-ASA, s. 5367 Section 5367. 214.53 (3) of the statutes is amended to read:

AB150-ASA,1622,19 214.53 (3) The commissioner division may require a director or officer of a savings bank who knowingly participates in or assents to, or who knowingly permits an officer, employe or agent of the savings bank to make, an investment that is not authorized by this subchapter to obtain an indemnity bond, insurance, or collateral sufficient to indemnify the savings bank against damages that the savings bank may sustain as a result of the investment. If an unauthorized investment, the amount considered sufficient to indemnify the savings bank shall be the difference between the book value and the market value of the investment at the time the commissioner division determines that the investment is unauthorized. If an unauthorized loan, the amount considered sufficient to indemnify the savings bank shall be the difference between the book value of the loan and the amount of the loan that could have been made under this subchapter. If an unauthorized investment is sold or disposed of without recourse, the commissioner division shall release all or part of the indemnity after deducting any loss. If the balance of an unauthorized loan is reduced to an amount that would permit the loan to be made under this subchapter, the indemnity shall be released. In making a determination under this subsection, the commissioner division may order an independent appraisal at the savings bank's expense.

AB150-ASA, s. 5368 Section 5368. 214.54 (1) of the statutes is amended to read:

AB150-ASA,1622,24 214.54 (1) Except as provided in sub. (2) and s. 214.49 (4), the total of outstanding loans and extensions of credit, both direct and indirect, made by a savings bank to a single person shall be subject to limits established by rule of the commissioner division, but may not exceed 15% of the savings bank's capital.

AB150-ASA, s. 5369 Section 5369. 214.545 of the statutes is amended to read:

AB150-ASA,1623,6 214.545 Rules. The commissioner division shall promulgate rules to determine permissible levels of investment and permissible concentrations of assets for savings banks that apply to all lending and investment authority under this subchapter. The rules shall give due regard to capital adequacy, operating income, underwriting standards, risk inherent in the investment or loan, and competitive parity with other financial institutions.

AB150-ASA, s. 5370 Section 5370. 214.58 (1) of the statutes is amended to read:

AB150-ASA,1623,14 214.58 (1) The board of directors shall determine the rate and amount of interest to be paid on or credited to deposit accounts. The board of directors may establish reasonable classifications of accounts based on the types of accounts, the length of time accounts are continued in effect, the size of initial deposits into accounts, the minimum balances of accounts required for payment of interest, the frequency and extent of the activity on accounts, or on other classifications the commissioner division may approve.

AB150-ASA, s. 5371 Section 5371. 214.585 (5) of the statutes is amended to read:

AB150-ASA,1623,17 214.585 (5) In any other form receiving the prior written approval of the commissioner division.

AB150-ASA, s. 5372 Section 5372. 214.592 of the statutes is amended to read:

AB150-ASA,1623,22 214.592 Financially related services tie-ins. In any transaction conducted by a savings bank, a savings bank holding company or a subsidiary of either with a customer who is also a customer of any other subsidiary of any of them, the customer shall be given a notice in 12-point boldface type in substantially the following form:

AB150-ASA,1623,23 NOTICE OF RELATIONSHIP

AB150-ASA,1624,3 This company, .... (insert name and address of savings bank, savings bank holding company or subsidiary), is related to .... (insert name and address of savings bank, savings bank holding company or subsidiary) of which you are also a customer. You may not be compelled to buy any product or service from either of the above companies or any other related company in order to participate in this transaction.

AB150-ASA,1624,8 If you feel that you have been compelled to buy any product or service from either of the above companies or any other related company in order to participate in this transaction, you should contact the management of either of the above companies at either of the above addresses or the office of the commissioner division of savings and loan at .... (insert address).

AB150-ASA, s. 5373 Section 5373. 214.62 (2) (e) of the statutes is amended to read:

AB150-ASA,1624,11 214.62 (2) (e) Other provisions necessary or desirable or that the commissioner division requires.

AB150-ASA, s. 5374 Section 5374. 214.62 (3) of the statutes is amended to read:

AB150-ASA,1624,19 214.62 (3) After approval by the board of directors of the merging financial institution and of the savings bank, the merger agreement shall be submitted to the commissioner division for approval, together with a certified copy of the authorizing resolution of each board of directors. Before issuing approval, the commissioner division may examine the affairs of each merging financial institution and its affiliates and subsidiaries, the expense of which is to be paid by the merging financial institution.

AB150-ASA, s. 5375 Section 5375. 214.62 (4) (intro.) of the statutes is amended to read:

AB150-ASA,1624,23 214.62 (4) (intro.) The commissioner division may approve or disapprove the proposed merger agreement. The commissioner division may not approve a merger agreement unless the commissioner division finds all of the following:

AB150-ASA, s. 5376 Section 5376. 214.62 (5) of the statutes is amended to read:

AB150-ASA,1625,3 214.62 (5) If the commissioner division fails to approve a proposed merger, the commissioner division shall state the objections in writing and give the merging financial institutions a stated period of time in which to amend the plan of merger.

AB150-ASA, s. 5377 Section 5377. 214.625 of the statutes is amended to read:

AB150-ASA,1625,10 214.625 Merger; vote of approval. If approved by the commissioner division, the plan of merger shall be submitted to the members or stockholders of each merging financial institution for approval. A meeting of the members or stockholders of a savings bank shall be called and held in accordance with ss. 214.305 and 214.31. The plan is approved if it receives the affirmative vote of the majority of the total votes entitled to be cast.

AB150-ASA, s. 5378 Section 5378. 214.63 of the statutes is amended to read:

AB150-ASA,1626,2 214.63 (title) Merger; commissioner's certificate. The executed merger agreement, together with a certified copy of the minutes of the meeting of members or stockholders of each merging financial institution approving the merger agreement, shall be filed with the commissioner division. The commissioner division shall issue to the resulting savings bank a certificate of merger, setting forth the name of each merging financial institution, the name of the resulting savings bank and the date on which the commissioner division approves the articles of incorporation and bylaws of the resulting savings bank. The merger takes effect on the date of the recording of the certificate or a later date if the certificate provides for a different date. Recording shall be completed in the same manner as required for savings bank articles of incorporation, in each county in which the home office of any of the merging financial institutions was located and in the county in which the home office of the resulting savings bank is located. The certificate shall be conclusive evidence of the merger and of the correctness of the merger proceedings except against this state.

AB150-ASA, s. 5379 Section 5379. 214.64 of the statutes is amended to read:

AB150-ASA,1626,6 214.64 (title) Merger; commissioner's expenses. The merging financial institutions shall pay the expenses of any examination made by or at the direction of the commissioner division in connection with a proposed merger.

AB150-ASA, s. 5380 Section 5380. 214.645 of the statutes is amended to read:

AB150-ASA,1626,13 214.645 Sale of assets. Subject to rules of the commissioner division, a savings bank may, in a transaction not in the usual course of business, sell all or substantially all of its assets, with or without its name and goodwill, to another financial institution, in consideration of money, capital or obligations of the purchasing institution. A savings bank may sell an office or facility and equipment subject to rules of the commissioner division.

AB150-ASA, s. 5381 Section 5381. 214.65 (2) (a) of the statutes is amended to read:

AB150-ASA,1626,19 214.65 (2) (a) The board of directors shall adopt by a two-thirds majority vote of all directors a resolution setting forth the terms of the proposed sale and shall submit the plan to the commissioner division for preliminary approval. Upon receipt of approval by the commissioner division, the plan shall be submitted to a vote of the members or stockholders at a special or annual meeting.

AB150-ASA, s. 5382 Section 5382. 214.65 (2) (b) of the statutes is amended to read:

AB150-ASA,1627,3 214.65 (2) (b) The proposed sale is approved by the members or stockholders if it receives an affirmative vote from a majority of the total number of votes that are entitled to cast. A proposal for the voluntary liquidation of the savings bank may be submitted to the members or stockholders at the same meeting or at any later meeting called for that purpose. A certified summary of proceedings setting forth the terms of the proposed sale, the form and timing of the notice given, the vote on the proposal and the total number of votes entitled to cast shall be filed with the commissioner division.

AB150-ASA, s. 5383 Section 5383. 214.65 (3) of the statutes is amended to read:

AB150-ASA,1627,10 214.65 (3) If the commissioner division finds that the deposit insurance corporation has approved the sale, the proposed sale is fair to all members, stockholders, creditors and other persons concerned and provision has been made for the disposition of the remaining assets, if any, of the savings bank, the commissioner division shall issue to the savings bank a certificate of authorization for the sale with a copy of the filed report of proceedings attached to the certificate.

AB150-ASA, s. 5384 Section 5384. 214.655 (2) (intro.) of the statutes is amended to read: