AB150: Bill Text

AB150,1861,24 215.40 (8) Certification of authority, when issued. If the application is approved, the commissioner department shall issue to the incorporators a certificate of authority to effect a temporary organization, consisting of a chairperson, a secretary and a treasurer; to execute and file articles of incorporation; to adopt and file bylaws; to adopt rules for the procedure of the incorporators; to conduct the first meeting of members; and to open subscription books for savings accounts.

AB150, s. 5698 Section 5698. 215.40 (11) of the statutes is amended to read:

AB150,1862,4 215.40 (11) Certificate of authority, when voided. The certificate of authority shall be void after 90 days from its date, but the commissioner department may for cause, after a hearing, extend the life of such certificate for such time as the commissioner department deems advisable.

AB150, s. 5699 Section 5699. 215.40 (13) (a) (intro.) of the statutes is amended to read:

AB150,1862,7 215.40 (13) (a) (intro.) Within the time prescribed in sub. (11), the incorporators shall file with the commissioner department a certificate stating:

AB150, s. 5700 Section 5700. 215.40 (13) (a) 1. of the statutes is amended to read:

AB150,1862,10 215.40 (13) (a) 1. That articles of incorporation have been executed, filed with and approved by the commissioner department, and recorded; and

AB150, s. 5701 Section 5701. 215.40 (13) (a) 3. of the statutes is amended to read:

AB150,1862,13 215.40 (13) (a) 3. That bylaws were adopted at the first meeting of members and filed with and approved by the commissioner department; and

AB150, s. 5702 Section 5702. 215.40 (13) (a) 9. of the statutes is amended to read:

AB150,1862,18 215.40 (13) (a) 9. That necessary action has been taken to obtain membership in the federal home loan bank, and insurance of savings accounts from the federal savings and loan insurance corporation or other instrumentality approved by the commissioner department.

AB150, s. 5703 Section 5703. 215.40 (13) (b) of the statutes is amended to read:

AB150,1862,23 215.40 (13) (b) No business, other than that of completing the organization of the proposed association, may be transacted until such time as the commissioner department issues a certificate of incorporation to the association to commence business.

AB150, s. 5704 Section 5704. 215.40 (14) of the statutes is amended to read:

AB150,1863,6 215.40 (14) Certificate of incorporation, when issued. Upon receipt of the certificate of compliance from the incorporators, the commissioner department may within 30 days issue a certificate of incorporation to the association under the commissioner's hand and seal authorizing said the association to commence business. The date appearing on the certificate of incorporation shall be the date of the corporate existence of the association.

AB150, s. 5705 Section 5705. 215.40 (15) of the statutes is amended to read:

AB150,1863,11 215.40 (15) Fee for certificate of incorporation. The incorporators shall pay to the commissioner department a fee of $50 for the certificate of incorporation, which sum shall be paid by the commissioner deposited into the general fund to the credit of the office department.

AB150, s. 5706 Section 5706. 215.40 (17) of the statutes is amended to read:

AB150,1863,22 215.40 (17) Discretionary authority. The commissioner department shall have discretionary power in the granting of certificates of authority to incorporators desiring to organize such associations. The commissioner department may also refuse to issue certificates of incorporation to the incorporators to commence business when, in the commissioner's department'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 interest of its members; the location of the association is so close to an existing association that its business might be interfered with and the support of the new association would not be such as to assure its success; or when other good and sufficient reasons exist for such refusal.

AB150, s. 5707 Section 5707. 215.40 (18) of the statutes is amended to read:

AB150,1864,3 215.40 (18) Appeal by applicants after being denied certificate of authority. If the commissioner department refuses to grant a certificate of authority to organize an association, and the applicants feel aggrieved thereby, they may appeal to the review board to review the commissioner's department's determination under s. 215.04 (1) (d) and (4).

AB150, s. 5708 Section 5708. 215.41 (1) of the statutes is amended to read:

AB150,1864,8 215.41 (1) Form. The articles of incorporation of a mutual association shall be approved by the commissioner department. The commissioner department shall, with the approval of the review board, promulgate rules governing articles of incorporation.

AB150, s. 5709 Section 5709. 215.41 (2) of the statutes is amended to read:

AB150,1864,13 215.41 (2) Filing and approval. Duplicate originals of the articles of incorporation executed by the incorporators, and any subsequent amendments thereto adopted by the members of the association, shall be filed with and approved by the commissioner department.

AB150, s. 5710 Section 5710. 215.41 (3) of the statutes is amended to read:

AB150,1864,18 215.41 (3) Recording. Upon their approval by the commissioner department, articles of incorporation and amendments thereto shall be recorded in the office of the register of deeds of the county in which the home office of the association is located.

AB150, s. 5711 Section 5711. 215.41 (5) of the statutes is amended to read:

AB150,1864,23 215.41 (5) Effective date. The effective date of articles of incorporation and amendments thereto shall be the date when left for record in the office of the register of deeds. The register of deeds shall forward a certificate of recording to the commissioner department.

AB150, s. 5712 Section 5712. 215.42 (1) of the statutes is amended to read:

AB150,1865,3 215.42 (1) Form. The bylaws of a mutual association shall be approved by the commissioner department. The commissioner department shall, with the approval of the review board, promulgate rules governing bylaws.

AB150, s. 5713 Section 5713. 215.42 (2) of the statutes is amended to read:

AB150,1865,7 215.42 (2) Filings and approval. Duplicate originals of the bylaws and any subsequent amendments thereto shall be filed with and approved by the commissioner department.

AB150, s. 5714 Section 5714. 215.42 (3) of the statutes is amended to read:

AB150,1865,10 215.42 (3) Effective date. The effective date of bylaws and amendments thereto shall be the date when approved by the commissioner department.

AB150, s. 5715 Section 5715. 215.50 (1) of the statutes is amended to read:

AB150,1865,17 215.50 (1) Management responsibility. The government and management of a mutual association shall be vested in a board of directors, who are charged with the responsibility of compliance with this chapter, orders of the commissioner department, rules of the commissioner department promulgated under ch. 227, the articles of incorporation and bylaws of the association, and other laws applicable to savings and loan operations.

AB150, s. 5716 Section 5716. 215.50 (6) of the statutes is amended to read:

AB150,1865,24 215.50 (6) Oath of directors. Upon election, every director shall take and subscribe an oath that the director will diligently and honestly perform the duties of such office and will not knowingly violate or willingly permit to be violated this chapter, any rule of the commissioner department, the articles of incorporation or bylaws under which the association operates, or any other law applicable to savings and loan operations.

AB150, s. 5717 Section 5717. 215.50 (7) of the statutes is amended to read:

AB150,1866,6 215.50 (7) Directors to fix compensation. The compensation of officers, directors, employes and committee members shall be fixed by a majority vote of the board of directors in accordance with the bylaws. In addition, the board of directors may, by resolution, create a fund or join a pension system or enter into deferred compensation agreements for the retirement of its officers and employes, subject to specific, prior approval of the commissioner department and the review board.

AB150, s. 5718 Section 5718. 215.50 (10) of the statutes is amended to read:

AB150,1866,11 215.50 (10) Promulgation of rules. The board of directors, may by resolution, adopt rules and regulations for the conduct of business, provided that they are consistent with this chapter, the rules of the commissioner department, and the association's articles of incorporation and bylaws.

AB150, s. 5719 Section 5719. 215.50 (11) (a) of the statutes is amended to read:

AB150,1866,17 215.50 (11) (a) The board may remove a director who violates this chapter, the rules of the commissioner department, the articles of incorporation, the bylaws, orders of the commissioner department or any other law applicable to savings and loan operations. The board may remove a director only after affording the director a hearing.

AB150, s. 5720 Section 5720. 215.53 (1) (a) (intro.) of the statutes is amended to read:

AB150,1866,22 215.53 (1) (a) (intro.) With the consent of the commissioner department and subject to any condition that the commissioner department prescribes, a mutual 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:

AB150, s. 5721 Section 5721. 215.53 (1) (a) 4. of the statutes is amended to read:

AB150,1867,5 215.53 (1) (a) 4. Absorb a mutual savings and loan holding company or mutual savings bank holding company under a plan, approved by the commissioner department, that provides that the mutual savings and loan holding company or mutual savings bank holding company ceases to engage in activities that the absorbing association may not engage in and that provides that stock in a subsidiary association that is not held by the absorbed mutual savings and loan holding company or mutual savings bank holding company is redeemed.

AB150, s. 5722 Section 5722. 215.53 (3) of the statutes is amended to read:

AB150,1867,18 215.53 (3) Withdrawal requests. Any saver in an absorbed association or savings bank or in a subsidiary of an absorbed mutual savings and loan holding company or mutual savings bank holding company, 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 department, 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. Any person who has filed such written withdrawal request shall remain a member and be subject to all rights, privileges and duties under this chapter and the bylaws and the rules and regulations of the absorbing association or, if the absorbing association is a subsidiary of a mutual savings and loan holding company, of the mutual savings and loan holding company, until the withdrawal value of the savings accounts has been paid to the person.

AB150, s. 5723 Section 5723. 215.56 (1) (b) 1. of the statutes is amended to read:

AB150,1867,21 215.56 (1) (b) 1. Certified to the commissioner department under the seal of the association by its president and secretary;

AB150, s. 5724 Section 5724. 215.56 (2) of the statutes is amended to read:

AB150,1867,25 215.56 (2) Period of liquidation. A mutual association so liquidating shall dispose of all its assets within 10 years from the date of liquidation, unless the commissioner department orders otherwise.

AB150, s. 5725 Section 5725. 215.56 (6) of the statutes is amended to read:

AB150,1868,4 215.56 (6) Resumption of business. Any mutual association in liquidation may with the approval of the commissioner department resume business upon conditions approved by the commissioner department.

AB150, s. 5726 Section 5726. 215.56 (7) (a) of the statutes is amended to read:

AB150,1868,17 215.56 (7) (a) Unclaimed liquidating dividends and all funds remaining unpaid in the hands of the association or its board of directors at or immediately prior to the date of final distribution, together with all final liquidating costs, shall be delivered by them to the commissioner department to be deposited by the commissioner department in one or more state banks, state savings banks or state-chartered savings and loan associations, to the credit of the commissioner in the commissioner's name department, in trust for the various members and creditors entitled thereto. The commissioner department 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 the funds.

AB150, s. 5727 Section 5727. 215.56 (7) (b) (intro.) of the statutes is amended to read:

AB150,1868,19 215.56 (7) (b) (intro.) The commissioner department may:

AB150, s. 5728 Section 5728. 215.56 (7) (b) 3. of the statutes is amended to read:

AB150,1868,22 215.56 (7) (b) 3. Apply the interest and dividends earned by the moneys so held toward defraying the expenses of the office department.

AB150, s. 5729 Section 5729. 215.56 (8) of the statutes is amended to read:

AB150,1869,3 215.56 (8) (title) Reserved authority of commissioner. This section shall not prohibit the commissioner department from proceeding against any association as provided in s. 215.32.

AB150, s. 5730 Section 5730. 215.57 (1) (b) of the statutes is amended to read:

AB150,1869,11 215.57 (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 department within 10 days after the meeting.

AB150, s. 5731 Section 5731. 215.57 (1) (d) 1. of the statutes is amended to read:

AB150,1869,19 215.57 (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 department 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.

AB150, s. 5732 Section 5732. 215.57 (1) (d) 2. of the statutes is amended to read:

AB150,1870,2 215.57 (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 department 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.

AB150, s. 5733 Section 5733. 215.57 (4) of the statutes is amended to read:

AB150,1870,7 215.57 (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 department must be secured by such association.

AB150, s. 5734 Section 5734. 215.58 (1) (a) of the statutes is amended to read:

AB150,1870,14 215.58 (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 department. The plan of conversion is subject to the approval of the commissioner department.

AB150, s. 5735 Section 5735. 215.58 (1) (b) of the statutes is amended to read:

AB150,1870,23 215.58 (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 department 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 department requires.

AB150, s. 5736 Section 5736. 215.58 (1) (c) (intro.) of the statutes is amended to read:

AB150,1871,2 215.58 (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 department:

AB150, s. 5737 Section 5737. 215.58 (1) (c) 2. of the statutes is amended to read:

AB150,1871,5 215.58 (1) (c) 2. Such additional information pertaining to the plan of conversion as the commissioner department may require.

AB150, s. 5738 Section 5738. 215.58 (2) (intro.) of the statutes is amended to read:

AB150,1871,10 215.58 (2) (title) Commissioner's approval Approval of plan of conversion; standards. (intro.) The commissioner department may approve a plan of conversion under this section if the commissioner department finds that the plan meets all of the following conditions:

AB150, s. 5739 Section 5739. 215.58 (2) (c) of the statutes is amended to read:

AB150,1871,13 215.58 (2) (c) The plan complies with any other standard which the commissioner department may promulgate by rule as in the public interest.

AB150, s. 5740 Section 5740. 215.58 (3) of the statutes is amended to read:

AB150,1871,23 215.58 (3) Certificate of conversion; effective date. The commissioner department 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 department 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.

AB150, s. 5741 Section 5741. 215.58 (6) (intro.) of the statutes is amended to read:

AB150,1872,3 215.58 (6) (title) Reserved authority of commissioner. (intro.) The commissioner department may issue rules governing the conversion of a mutual association or mutual savings and loan holding company, including: