Amendment SSA1-SB348

SB348-SSA1, s. 21 Section 21. 214.62 (2) (d) of the statutes is amended to read:

SB348-SSA1,8,10 214.62 (2) (d) Provisions governing the manner of disposing of any shares of stock of the resulting savings bank financial institution that are not taken by dissenting stockholders of a merging financial institution.

SB348-SSA1, s. 22 Section 22. 214.62 (3) of the statutes is amended to read:

SB348-SSA1,8,17 214.62 (3) After approval by the board of directors of the each merging financial institution and of the savings bank, the merger agreement shall be submitted to the commissioner for approval, together with a certified copy of the authorizing resolution of each board of directors. Before issuing approval, the commissioner 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.

SB348-SSA1, s. 23 Section 23. 214.62 (3) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

SB348-SSA1,8,25 214.62 (3) After approval by the board of directors of each merging financial institution, the merger agreement shall be submitted to the division for approval, together with a certified copy of the authorizing resolution of each board of directors. Before issuing approval, the 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.

SB348-SSA1, s. 24 Section 24. 214.62 (4) (a) of the statutes is amended to read:

SB348-SSA1,9,3 214.62 (4) (a) The resulting savings bank, if any, meets the requirements of this chapter for the formation of a new savings bank.

SB348-SSA1, s. 25 Section 25. 214.62 (4) (c) of the statutes is amended to read:

SB348-SSA1,9,6 214.62 (4) (c) The resulting savings bank, if any, will be operated in a safe and sound manner.

SB348-SSA1, s. 26 Section 26. 214.625 of the statutes is amended to read:

SB348-SSA1,9,13 214.625 (title) Merger; stockholder vote of approval. If approved by the commissioner, the plan of merger shall be submitted to the members or stockholders of each merging stock 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 by stockholders.

SB348-SSA1, s. 27 Section 27. 214.625 of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

SB348-SSA1,9,21 214.625 Merger; stockholder vote of approval. If approved by the division, the plan of merger shall be submitted to the stockholders of each merging stock financial institution for approval. A meeting of the 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 by stockholders.

SB348-SSA1, s. 28 Section 28. 214.63 of the statutes is amended to read:

SB348-SSA1,9,25 214.63 Merger; commissioner's certificate. The executed merger agreement, together, in the case of a stock financial institution, with a certified copy of the minutes of the meeting of members or stockholders of each merging stock financial institution approving the merger agreement, shall be filed with the commissioner. The commissioner 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 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.

SB348-SSA1, s. 29 Section 29. 214.63 of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

SB348-SSA1,11,3 214.63 Merger; certificate. The executed merger agreement, together, in the case of a stock financial institution, with a certified copy of the minutes of the meeting of stockholders of each merging stock financial institution approving the merger agreement, shall be filed with the division. The 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 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.

SB348-SSA1, s. 30 Section 30. 214.65 (2) (a) and (b) of the statutes are amended to read:

SB348-SSA1,11,10 214.65 (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 for preliminary approval. Upon receipt of approval by the commissioner, the plan a stock savings bank shall be submitted submit the plan to a vote of the members or stockholders at a special or annual meeting.

SB348-SSA1,11,17 (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.

SB348-SSA1, s. 31 Section 31. 214.65 (2) (a) and (b) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), are repealed and recreated to read:

SB348-SSA1,11,24 214.65 (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 division for preliminary approval. Upon receipt of approval by the division, a stock savings bank shall submit the plan to a vote of the stockholders at a special or annual meeting.

SB348-SSA1,12,7 (b) The proposed sale is approved by the 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 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 division.

SB348-SSA1, s. 32 Section 32. 214.665 (1) of the statutes is amended to read:

SB348-SSA1,12,15 214.665 (1) With the prior approval of the commissioner, which shall state that the proposed merger is necessary for the protection of depositors and other creditors, a savings bank that is in default or in danger of default may, by a majority vote of its board of directors and without a stockholder vote of its members or stockholders, merge with another savings bank, a state or federal savings and loan association, a state bank or a federal bank. The other entity shall be the resulting or continuing savings bank, savings and loan association or bank.

SB348-SSA1, s. 33 Section 33. 214.665 (1) of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

SB348-SSA1,12,24 214.665 (1) With the prior approval of the division, which shall state that the proposed merger is necessary for the protection of depositors and other creditors, a savings bank that is in default or in danger of default may, by a majority vote of its board of directors and without a stockholder vote, merge with another savings bank, a state or federal savings and loan association, a state bank or a federal bank. The other entity shall be the resulting or continuing savings bank, savings and loan association or bank.

SB348-SSA1, s. 34 Section 34. 214.67 of the statutes is amended to read:

SB348-SSA1,13,8 214.67 Emergency sale of assets. (1) With the prior approval of the commissioner, which shall state that the proposed sale is necessary for the protection of depositors and other creditors, a savings bank may, by a majority vote of its board of directors and, notwithstanding s. 214.65 (1), without a stockholder vote of its members or stockholders, sell all or any part of its assets to another savings bank, a state or federal savings and loan association, a state bank or a national bank if the savings bank, savings and loan association or bank assumes in writing all of the liabilities of the selling savings bank or to a deposit insurance corporation.

SB348-SSA1,13,14 (2) A savings bank may sell to a savings bank, state or federal savings and loan association, state bank or federal bank an insubstantial portion of its total deposits as described in 12 USC 1815 5 (d) (2) (D). Approval of the sale shall be by a majority vote of the board of directors and, with approval of the commissioner and notwithstanding s. 214.65 (1), may be without a stockholder vote of its members or stockholders.

SB348-SSA1, s. 35 Section 35. 214.67 of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

SB348-SSA1,13,24 214.67 Emergency sale of assets. (1) With the prior approval of the division, which shall state that the proposed sale is necessary for the protection of depositors and other creditors, a savings bank may, by a majority vote of its board of directors and, notwithstanding s. 214.65 (1), without a stockholder vote, sell all or any part of its assets to another savings bank, a state or federal savings and loan association, a state bank or a national bank if the savings bank, savings and loan association or bank assumes in writing all of the liabilities of the selling savings bank or to a deposit insurance corporation.

SB348-SSA1,14,5 (2) A savings bank may sell to a savings bank, state or federal savings and loan association, state bank or federal bank an insubstantial portion of its total deposits as described in 12 USC 1815 5 (d) (2) (D). Approval of the sale shall be by a majority vote of the board of directors and, with approval of the division and notwithstanding s. 214.65 (1), may be without a stockholder vote.

SB348-SSA1, s. 36 Section 36. 214.755 (1) (c) of the statutes is amended to read:

SB348-SSA1,14,8 214.755 (1) (c) Law A court, or law enforcement or prosecutorial agencies or a court for use in investigating or prosecuting a crime involving that information.

SB348-SSA1, s. 37 Section 37. 214.755 (1m) of the statutes is created to read:

SB348-SSA1,14,11 214.755 (1m) The officers or employes of a savings bank may not disclose the contents of an examination report except to any of the following:

SB348-SSA1,14,13 (a) A court, or law enforcement or prosecutorial agencies for use in investigating or prosecuting a crime involving the contents of the report.

SB348-SSA1,14,15 (b) The savings bank's attorneys, independent certified public accountants or other professional advisers.

SB348-SSA1,14,16 (c) The savings bank's deposit insurance corporation.

SB348-SSA1, s. 38 Section 38. 214.755 (2) of the statutes is amended to read:

SB348-SSA1,14,19 214.755 (2) An individual who violates sub. (1) or (1m) shall forfeit his or her office or position.

SB348-SSA1, s. 39 Section 39. 214.93 of the statutes is amended to read:

SB348-SSA1,14,25 214.93 False statements. A person may not knowingly make, cause, or allow another person to make or cause to be made, a false statement, under oath if required by this chapter or on any report or statement required by the commissioner or by this chapter. In addition to any forfeiture under s. 214.935, a person who violates this section may be imprisoned for not more than 20 years.

SB348-SSA1, s. 40 Section 40. 214.93 of the statutes, as affected by 1995 Wisconsin Acts 27 and .... (this act), is repealed and recreated to read:

SB348-SSA1,15,7 214.93 False statements. A person may not knowingly make, cause, or allow another person to make or cause to be made, a false statement, under oath if required by this chapter or on any report or statement required by the division or by this chapter. In addition to any forfeiture under s. 214.935, a person who violates this section may be imprisoned for not more than 20 years.

SB348-SSA1, s. 41 Section 41. Initial applicability.

SB348-SSA1,15,10 (1) False statement penalty. The amendment of section 214.93 of the statutes first applies to a false statement made on the effective date of this subsection.

SB348-SSA1, s. 42 Section 42. Effective dates. This act takes effect on the day after publication, except as follows:

SB348-SSA1,15,16 (1)  The repeal and recreation of sections 214.305, 214.345 (5) (by Section 8), 214.49 (5) (intro.) and (12), 214.62 (3), 214.625, 214.63, 214.65 (2) (a) and (b), 214.665 (1), 214.67 and 214.93 of the statutes takes effect on July 1, 1996, or on the day after publication, whichever is later.

SB348-SSA1,15,17 (End)