AB150-engrossed,1762,1811
214.24
(3) For mutual savings banks, the
commissioner division shall
12determine the aggregate minimum amount of funds to be paid into the savings bank's
13deposit accounts by persons subscribing for deposit accounts and the length of time
14for which the incorporators shall guarantee payment of savings bank operating
15expenses. The minimum amount of capital required shall be at least the minimum
16required to obtain insurance of the accounts from a deposit insurance corporation
17and may include additional amounts as the
commissioner
division may require,
18based on rules promulgated by the
commissioner division.
AB150-engrossed,1762,24
20214.245 Content of application to organize. (intro.) The incorporators
21shall file an application for a certificate to organize a savings bank on forms
22prescribed by the
commissioner division. The application shall include any
23information the
commissioner division considers necessary but shall include at least
24all of the following:
AB150-engrossed,1763,2
1214.25
(1) The
commissioner
division shall approve the articles of
2incorporation of a savings bank.
AB150-engrossed,1763,74
214.25
(2) Duplicate originals of the articles of incorporation executed by the
5incorporators, and any subsequent amendments to the articles that are adopted by
6the members or stockholders of the savings bank shall be filed with and approved by
7the
commissioner division.
AB150-engrossed,1763,119
214.25
(3) Upon their approval by the
commissioner division, articles of
10incorporation and amendments to the articles shall be recorded in the office of the
11register of deeds in the county in which the home office of the savings bank is located.
AB150-engrossed,1763,1613
214.25
(5) The effective date of the articles of incorporation and amendments
14to the articles shall be the date of recording in the office of the register of deeds or
15a later date if the document provides for a different date. The register of deeds shall
16forward a certificate of recording to the
commissioner
division.
AB150-engrossed,1763,1918
214.255
(1) The
commissioner division shall approve the bylaws of a savings
19bank.
AB150-engrossed,1763,2221
214.255
(2) Duplicate originals of the bylaws and any subsequent amendments
22to the bylaws shall be filed with and approved by the
commissioner division.
AB150-engrossed,1764,3
1214.255
(3) The effective date of the bylaws and amendments to the bylaws
2shall be the date on which they are approved by the
commissioner division or a later
3date if the document provides for a different date.
AB150-engrossed,1764,95
214.26
(1) The
commissioner division may require additional information and
6shall conduct whatever investigation necessary, including subpoenaing books and
7records, taking public testimony and conducting hearings, to determine if the
8commissioner division should issue a certificate to organize. The incorporators shall
9share jointly and severally the expense of an investigation.
AB150-engrossed,1764,1311
214.26
(2) (a) The expense fund shall be an asset of the proposed mutual
12savings bank if the
commissioner division approves the application, and shall be
13reflected on the books as a liability under the caption "subsidy by incorporators".
AB150-engrossed,1764,2015
214.26
(2) (c) After 3 years of corporate existence, the board of directors may
16petition the
commissioner division for authority to repay the incorporators, on a
17proportional basis, any unused portion remaining in the expense fund. If the
18commissioner division determines that the operations of the mutual savings bank at
19that point are of such degree as so enable the mutual savings bank to operate without
20the subsidy, the
commissioner division may authorize repayment.
AB150-engrossed,1765,422
214.26
(2) (d) After the 4th year of corporate existence, and each subsequent
23year, the board of directors of the mutual savings bank may petition the
24commissioner division for authority to pay out of current income of any period to the
25incorporators on a proportional basis, the amount remaining after payment of
1expenses, provision for taxes and the provision for distribution of earnings as a
2recovery of previous charges made to the expense fund account. The
commissioner 3division may approve or deny the petition for recovery payments. Recovery
4payments may not exceed the total of the charges made to the expense fund account.
AB150-engrossed,1765,156
214.26
(3) (a) Within 30 days after receiving a completed application, the
7commissioner division shall furnish a notice of application to the incorporators and
8to each savings bank authorized to operate an office within 4 miles of the proposed
9home office if it is to be located in Milwaukee county, or within 20 miles of the
10proposed home office if it is to be located outside of Milwaukee county. The notice
11shall describe the location and nature of the proposed home office and any other
12proposed office and shall solicit written comments on the application. If a hearing
13on the application has been scheduled, the notice shall indicate the time and place
14of the hearing. If a hearing has not been scheduled, the notice shall describe the right
15of interested persons to request a hearing.
AB150-engrossed,1765,1917
214.26
(3) (b) The incorporators shall publish the notice of application as a class
183 notice under ch. 985 in the city, town or village where the home office is to be located
19and shall provide the
commissioner division with proof of publication.
AB150-engrossed,1765,2221
214.26
(4) (intro.) The
commissioner division shall conduct a public hearing
22on the application if any of the following occurs:
AB150-engrossed,1766,3
1214.26
(4) (b) Within 3 days after publication of the final notice of application
2any person planning to participate in a hearing on the application files with the
3commissioner division a request for hearing.
AB150-engrossed,1766,85
214.26
(5) If a hearing date is not indicated in the notice of application and a
6hearing is subsequently required, the
commissioner
division shall give written
7notice of the time and place of the hearing to the incorporators and to anyone who
8has requested a hearing, at least 10 days before the hearing.
AB150-engrossed,1766,1210
214.26
(7) (intro.) To approve an application, the
commissioner division must
11find, based on the record of the application, the
commissioner's division's 12investigation and the public hearing, if any, that all of the following conditions exist:
AB150-engrossed,1766,1514
214.26
(7) (c) The proposed name is not deceptively similar to that of another
15financial institution within an area defined by rule of the
commissioner division.
AB150-engrossed,1766,2317
214.26
(8) The
commissioner division shall have discretionary authority to
18grant a certificate of authority. The
commissioner
division may refuse to issue a
19certificate of authority to the incorporators to commence business if, in the
20commissioner's division's opinion, any incorporator is not of such character and
21general fitness as to warrant belief that the savings bank will be conducted for the
22best interest of its members or stockholders or if other sufficient reasons exist for a
23refusal to issue a certificate of authority.
AB150-engrossed,1767,3
1214.265
(1) (a) If the
commissioner division approves an application to
2organize, the
commissioner division shall issue to the incorporators a certificate of
3authority to effect a temporary organization.
AB150-engrossed,1767,65
214.265
(5) The directors shall prepare articles of incorporation, bylaws, and
6other documents and items as required by rule of the
commissioner division.
AB150-engrossed,1767,108
214.265
(6) The directors shall apply for insurance of accounts with a deposit
9insurance corporation and provide the
commissioner
division with a copy of each
10filing and additional documents filed or received in connection with the filing.
AB150-engrossed,1767,1412
214.265
(8) If a stock savings bank, the officers and directors shall furnish the
13commissioner division with the names and addresses of all investors who subscribe
14to purchase stock.
AB150-engrossed,1767,1816
214.265
(9) No business, other than that of completing the organization of the
17proposed savings bank, may be transacted until the
commissioner division issues
18certificate of incorporation.
AB150-engrossed,1767,2320
214.265
(10) A temporary certificate of authority issued under sub. (1) (a) shall
21be effective for 180 days after the date issued. The
commissioner division may, for
22cause, extend the effective period of the certificate for such time as the
commissioner 23division considers to be advisable.
AB150-engrossed,1768,7
1214.27
(1) In addition to the organization requirements of this subchapter, the
2commissioner division may require additional assurances, information, capital or
3agreements from the officers, directors or employes of the savings bank. If the
4requirements of this subchapter, rules promulgated under this subchapter, federal
5law and the
commissioner's division's requests are completed, the incorporators
6shall provide the
commissioner division with a certificate of compliance in a form
7prescribed by the
commissioner division, together with a $500 fee.
AB150-engrossed,1768,129
214.27
(2) Within 90 days after receipt of the certificate of compliance and
10receipt of all required fees, the
commissioner division shall issue a certificate of
11incorporation authorizing the savings bank to commence business. The certificate
12of incorporation shall specify the date of the corporate existence of the savings bank.
AB150-engrossed,1768,1914
214.27
(3) The
commissioner division shall terminate the corporate existence
15and void the articles of incorporation and certificate of incorporation of a savings
16bank if the savings bank fails to commence business within 6 months after the date
17on the certificate of incorporation. The
commissioner
division may, in writing,
18extend the time period to commence business for such time as the
commissioner 19division considers to be advisable.
AB150-engrossed,1768,23
21214.275 Appeal of denial. If the
commissioner division does not grant a
22certificate of organization, the incorporators may appeal to the review board to
23review the determination.
AB150-engrossed,1769,9
1214.305 Annual and special meetings. The date of the annual meeting of
2members or stockholders shall be specified in the bylaws. Failure to hold an annual
3meeting may not cause a dissolution of the savings bank. Special meetings may be
4called by the board of directors, by stockholders of not less than 20% of the
5outstanding stock, by members constituting not less than 20% of the eligible votes
6or by any other person designated in the bylaws. The
commissioner division may call
7a special meeting with not less than 7 days' written or oral notice. An annual or
8special meeting shall be held at the home office of the savings bank or in another
9place within the same county if specifically designated in the notice of the meeting.
AB150-engrossed,1769,1511
214.31
(1) Notice of an annual meeting shall be provided not fewer than 10 days
12nor more than 40 days before the date of the meeting in the manner provided in the
13bylaws. The notice shall be displayed at each office of the savings bank in a manner
14prescribed by rule of the
commissioner division. The notice shall state the time, place
15and purpose of the meeting.
AB150-engrossed,1770,417
214.34
(1) Every person appointed or elected to any position requiring the
18receipt, payment, management or use of savings bank money, or whose duties permit
19or require access to or custody of savings bank money or securities, or whose duties
20permit the regular making of entries in the books or other records of the savings
21bank, shall be bonded by a trust or company authorized to issue bonds in this state
22or by a fidelity insurance company licensed to do business in this state. A bond shall
23be in a form prescribed by the
commissioner division and in an amount fixed by the
24board of directors. A bond shall be payable to the savings bank to indemnify the
25savings bank for any loss the savings bank may sustain through any dishonest or
1criminal act or omission by the bonded person, whether committed alone or in concert
2with others. A bond shall provide that cancellation of the bond by the surety or by
3the insured is not effective before 30 days' written notice is given to the
commissioner 4division, unless the
commissioner
division approves an earlier cancellation.
AB150-engrossed,1770,106
214.34
(2) Notwithstanding sub. (1), the
commissioner division may proceed
7against a savings bank if the
commissioner division believes that the business of the
8savings bank is being conducted in an unsafe or unsound manner or that the form
9or amount of bonds approved by the board of directors is inadequate to give
10reasonable protection to the savings bank.
AB150-engrossed,1770,1612
214.345
(1) Upon election, a director shall take an oath that the director will
13diligently and honestly perform the duties of that office and will not knowingly
14violate or willingly permit to be violated this chapter, any rules of the
commissioner 15division, the articles of incorporation or bylaws under which the savings bank
16operates or any other state or federal law applicable to a savings bank.
AB150-engrossed,1770,2218
214.345
(2) The
commissioner division may require disclosure by directors,
19officers and employes of their personal interest, directly or indirectly, in any business
20or transaction on behalf of or involving the savings bank and of their control of or
21active participation in enterprises having activities related to the business of the
22savings bank.
AB150-engrossed,1771,224
214.345
(5) (intro.) Subject to the approval of the
commissioner division, a
25savings bank's bylaws shall provide for reasonable indemnification to its officers,
1directors and employes in connection with the faithful performance of their duties
2for the savings bank.
AB150-engrossed,1771,74
214.37
(4) (b) The examination of financial records by, or the furnishing of
5financial records by a savings bank to, any officer, employe or agent of the
6commissioner division or a deposit insurance corporation for use solely in the
7exercise of that person's duties as an officer, employe or agent.
AB150-engrossed,1771,189
214.37
(5) If a member or stockholder desires to communicate with other
10members or stockholders of the savings bank with reference to any question pending
11or to be presented at an annual or special meeting, the savings bank shall give that
12person, upon written request, a written statement of the approximate number of
13members or stockholders entitled to vote at the meeting and an estimate of the cost
14of preparing and mailing the communication. The requester shall submit the
15communication to the
commissioner division who, if finding it to be appropriate and
16accurate, shall direct the savings bank to prepare and mail the communication to the
17members or stockholders upon the requester's payment or adequate provision for
18payment of the expenses of preparation and mailing.
AB150-engrossed,1771,23
20214.375 Closing books. A savings bank shall close its books at least once
21annually and at such other times as the
commissioner
division may require. The
22date of the annual closing may be March 31, June 30, September 30 or December 31
23or as otherwise provided by rule of the
commissioner
division.
AB150-engrossed,1772,8
1214.40
(1) A savings bank may be organized to exercise the powers conferred
2by this chapter with minimum capital, surplus and reserves for operating expenses
3as determined by the
commissioner division. The
commissioner division may not
4establish requirements for savings banks at a level less than that required for
5insurance of accounts. For a savings bank other than one resulting from the
6conversion from an existing financial institution, the
commissioner division may
7establish capital requirements at least as stringent as those required under s. 214.43
8(1).
AB150-engrossed,1772,1210
214.40
(2) A stock savings bank may not commence business until it has a
11paid-in surplus equal to 20% of its capital. The
commissioner division may waive
12this requirement for a financial institution that converts to a savings bank.
AB150-engrossed,1772,1914
214.42
(1) The board of directors of a stock savings bank may propose an
15amendment to the articles of incorporation providing for the retirement of all of the
16capital stock and a detailed plan for effectuating the amendment. The resulting
17capital of the savings bank may not be less than the minimum initial capital that is
18required to organize a savings bank. The proposal shall be subject to the
19commissioner's division's approval.
AB150-engrossed,1772,2421
214.42
(2) If the
commissioner division approves the proposal, the savings
22bank's board of directors may request in writing an appraisal of the value of the
23capital stock. The
commissioner division shall order an appraisal to be made at the
24expense of the savings bank.