AB150-engrossed,1780,3
23214.625 Merger; vote of approval. If approved by the
commissioner 24division, the plan of merger shall be submitted to the members or stockholders of
25each merging financial institution for approval. A meeting of the members or
1stockholders of a savings bank shall be called and held in accordance with ss. 214.305
2and 214.31. The plan is approved if it receives the affirmative vote of the majority
3of the total votes entitled to be cast.
AB150-engrossed,1780,19
5214.63 (title)
Merger; commissioner's certificate. The executed merger
6agreement, together with a certified copy of the minutes of the meeting of members
7or stockholders of each merging financial institution approving the merger
8agreement, shall be filed with the
commissioner division. The
commissioner division 9shall issue to the resulting savings bank a certificate of merger, setting forth the
10name of each merging financial institution, the name of the resulting savings bank
11and the date on which the
commissioner division approves the articles of
12incorporation and bylaws of the resulting savings bank. The merger takes effect on
13the date of the recording of the certificate or a later date if the certificate provides
14for a different date. Recording shall be completed in the same manner as required
15for savings bank articles of incorporation, in each county in which the home office of
16any of the merging financial institutions was located and in the county in which the
17home office of the resulting savings bank is located. The certificate shall be
18conclusive evidence of the merger and of the correctness of the merger proceedings
19except against this state.
AB150-engrossed,1780,23
21214.64 (title)
Merger; commissioner's expenses. The merging financial
22institutions shall pay the expenses of any examination made by or at the direction
23of the
commissioner division in connection with a proposed merger.
AB150-engrossed,1781,6
1214.645 Sale of assets. Subject to rules of the
commissioner division, a
2savings bank may, in a transaction not in the usual course of business, sell all or
3substantially all of its assets, with or without its name and goodwill, to another
4financial institution, in consideration of money, capital or obligations of the
5purchasing institution. A savings bank may sell an office or facility and equipment
6subject to rules of the
commissioner division.
AB150-engrossed,1781,128
214.65
(2) (a) The board of directors shall adopt by a two-thirds majority vote
9of all directors a resolution setting forth the terms of the proposed sale and shall
10submit the plan to the
commissioner division for preliminary approval. Upon receipt
11of approval by the
commissioner division, the plan shall be submitted to a vote of the
12members or stockholders at a special or annual meeting.
AB150-engrossed,1781,2114
214.65
(2) (b) The proposed sale is approved by the members or stockholders
15if it receives an affirmative vote from a majority of the total number of votes that are
16entitled to cast. A proposal for the voluntary liquidation of the savings bank may
17be submitted to the members or stockholders at the same meeting or at any later
18meeting called for that purpose. A certified summary of proceedings setting forth the
19terms of the proposed sale, the form and timing of the notice given, the vote on the
20proposal and the total number of votes entitled to cast shall be filed with the
21commissioner division.
AB150-engrossed,1782,323
214.65
(3) If the
commissioner division finds that the deposit insurance
24corporation has approved the sale, the proposed sale is fair to all members,
25stockholders, creditors and other persons concerned and provision has been made for
1the disposition of the remaining assets, if any, of the savings bank, the
commissioner 2division shall issue to the savings bank a certificate of authorization for the sale with
3a copy of the filed report of proceedings attached to the certificate.
AB150-engrossed,1782,105
214.655
(2) (intro.) A savings bank shall apply to the
commissioner division for
6authority to form an interim institution. The application shall be made on forms
7prescribed by the
commissioner division and shall be accompanied by a
8nonrefundable $1,000 fee. The
commissioner division shall promulgate rules
9governing the formation of, and the standards and supervisory considerations to be
10applied to, interim institutions. An application shall contain all of the following:
AB150-engrossed,1782,1312
214.66
(1) Applying to the
commissioner division for authority to organize as
13a savings bank.
AB150-engrossed,1782,1615
214.66
(5) Obtaining the
commissioner's division's approval to convert to a
16savings bank.
AB150-engrossed,1782,1918
214.66
(7) After obtaining the
commissioner's division's approval, giving notice
19to its previous regulatory authority.
AB150-engrossed,1783,221
214.665
(1) With the prior approval of the
commissioner division, which shall
22state that the proposed merger is necessary for the protection of depositors and other
23creditors, a savings bank that is in default or in danger of default may, by a majority
24vote of its board of directors and without a vote of its members or stockholders, merge
25with another savings bank, a state or federal savings and loan association, a state
1bank or a federal bank. The other entity shall be the resulting or continuing savings
2bank, savings and loan association or bank.
AB150-engrossed,1783,54
214.665
(2) The
commissioner division shall by rule establish standards for
5determining if a savings bank is in default or in danger of default.
AB150-engrossed,1783,147
214.67
(1) With the prior approval of the
commissioner division, which shall
8state that the proposed sale is necessary for the protection of depositors and other
9creditors, a savings bank may, by a majority vote of its board of directors and without
10a vote of its members or stockholders, sell all or any part of its assets to another
11savings bank, a state or federal savings and loan association, a state bank or a
12national bank if the savings bank, savings and loan association or bank assumes in
13writing all of the liabilities of the selling savings bank or to a deposit insurance
14corporation.
AB150-engrossed,1783,2016
214.67
(2) A savings bank may sell to a savings bank, state or federal savings
17and loan association, state bank or federal bank an insubstantial portion of its total
18deposits as described in
12 USC 1815 5 (d) (2) (D). Approval of the sale shall be by
19a majority vote of the board of directors and, with approval of the
commissioner 20division, may be without a vote of its members or stockholders.
AB150-engrossed,1783,2522
214.675
(1) A person, whether acting directly or indirectly, alone or with one
23or more persons, shall give the
commissioner division 60 days' written notice of
24intent to acquire control of 10% or more of a savings bank, affiliate, savings bank
25subsidiary, savings bank holding company or service corporation.
AB150-engrossed,1784,102
214.675
(2) A person, whether acting directly or indirectly, alone or with one
3or more persons, shall apply to the
commissioner
division 60 days before any
4proposed change in control. A change in control occurs if any change of ownership
5of stock, or of rights related to stock, would result in a person, whether acting directly
6or indirectly, alone or with one or more persons, owning, directly or indirectly, 25%
7or more of the voting shares or rights in a savings bank, affiliate, savings bank
8subsidiary, savings bank holding company or service corporation or such lesser
9amount that would entitle the person to elect one member to the board of directors
10of the entity.
AB150-engrossed,1784,1312
214.675
(3) The
commissioner division may examine the books and records of
13a person filing notice of intent under sub. (1) or an application under sub. (2).
AB150-engrossed,1784,2015
214.675
(4) The
commissioner's division's decision on a filing under sub. (1) or
16(2) shall be issued within 30 days after the date of receipt of a complete initial
17application or the date of receipt of additional information requested by the
18commissioner division that is necessary for making the decision. The
commissioner 19division shall make a request for additional information within 30 days of the date
20of the
commissioner's division's receipt of an initial filing.
AB150-engrossed,1784,2322
214.675
(5) The
commissioner division shall promulgate rules to implement
23this section.
AB150-engrossed,1785,5
1214.68
(1) (b) At the meeting the members or stockholders may, by affirmative
2vote of not less than two-thirds of the eligible votes, resolve to convert the savings
3bank into a federal savings bank, or if a federal institution, into a savings bank. A
4verified copy of the minutes of the meeting shall be filed with the
commissioner 5division within 10 days after the date of the meeting.
AB150-engrossed,1785,117
214.68
(1) (d) Within 6 months after the date of the meeting to convert, the
8savings bank shall take all steps necessary to complete the conversion. Within 10
9days after receipt of federal authorization, the savings bank shall file with the
10commissioner division a copy of its federal authorization. Upon filing, the savings
11bank shall cease to be a savings bank and shall be a federal savings bank.
AB150-engrossed,1785,1713
214.68
(1) (e) Within 6 months after the date of the federal institution's meeting
14to convert, the
commissioner division shall examine the federal institution and shall
15determine the action necessary to qualify the federal institution to convert to a
16savings bank. Upon complying with the necessary requirements, the
commissioner 17division shall approve the conversion.
AB150-engrossed,1785,2019
214.68
(3) Before any conversion under this section is effective, the
20commissioner division shall issue a certificate of conversion.
AB150-engrossed,1785,2522
214.685
(1) A mutual savings bank may convert to a stock savings bank under
23this section. The board of directors of the mutual savings bank shall adopt a plan of
24conversion that complies with this section and the rules of the
commissioner division.
25The plan of conversion is subject to the approval of the
commissioner division.
AB150-engrossed,1786,92
214.685
(2) Conversion of a mutual savings bank shall be effective only if it is
3accomplished according to a plan of conversion approved by the
commissioner 4division under sub. (1) and if the plan is approved by an affirmative vote of the
5majority of all votes entitled to be cast by members. Notice of a meeting to vote on
6the plan of conversion shall be sent to each member at least 10 days before the
7meeting. The notice shall state the date, time, place and purpose of the meeting,
8provide a summary of the plan of conversion and include any other information the
9commissioner division requires.
AB150-engrossed,1786,1311
214.685
(3) (intro.) Within 10 days after the date of a meeting at which a plan
12of conversion is adopted, the board of directors shall submit to the
commissioner 13division all of the following:
AB150-engrossed,1786,1615
214.685
(3) (b) Any additional information pertaining to the plan of conversion
16that the
commissioner division may require.
AB150-engrossed,1786,2018
214.685
(4) (intro.) The
commissioner
division may approve a plan of
19conversion if the
commissioner division finds that the plan meets all of the following
20conditions:
AB150-engrossed,1786,2322
214.685
(4) (c) Complies with any standard which the
commissioner division 23may promulgate by rule.
AB150-engrossed,1787,7
1214.685
(5) The
commissioner
division may issue to a mutual savings bank a
2certificate of conversion to a stock savings bank, if the
commissioner division 3determines the plan of conversion has been implemented as approved and the
4savings bank has complied with this section and any conditions to the approval. The
5date specified in the certificate is the effective date of the conversion. The certificate
6shall be recorded with the register of deeds in the county in which the home office of
7the savings bank is located.
AB150-engrossed,1787,109
214.685
(8) (intro.) The
commissioner
division shall issue rules governing the
10conversion of mutual savings banks, including:
AB150-engrossed,1787,1312
214.685
(8) (j) Any other requirements for converting a mutual savings bank
13to a stock savings bank that the
commissioner division considers to be necessary.
AB150-engrossed,1787,15
15214.715 (title)
Powers of commissioner the division.
AB150-engrossed,1787,1717
214.715
(1) (intro.) The
commissioner
division shall do all of the following:
AB150-engrossed,1787,2019
214.715
(1) (e) Submit an annual report to the governor and the legislature
20regarding the work of the
commissioner's office division under this chapter.
AB150-engrossed,1788,222
214.715
(1) (f) Commence an action
in the commissioner's name to enforce any
23law of this state that applies to savings banks, service corporations, savings bank
24subsidiaries, affiliates or savings bank holding companies, including the
1enforcement of any obligation of the officers, directors, agents or employes of these
2entities.
AB150-engrossed,1788,124
214.715
(1) (h) Establish a reasonable fee structure, subject to approval of the
5review board, for savings banks and savings bank holding companies and for their
6service corporations and subsidiaries. The fees may include annual fees, application
7fees, regular and special examination fees and other fees that relate to the
8commissioner's division's responsibilities under this chapter and that are directly
9attributable to the entities operating under this chapter. The
commissioner division 10may assess, bill and collect fees established under this paragraph. The amounts
11collected by the
commissioner division shall be used for the expenses of the
office of
12the commissioner division.
AB150-engrossed,1788,1714
214.715
(2) The commissioner Employes of the division may not be subject to
15any civil liability or penalty, or to any criminal prosecution, for any error in judgment
16or discretion made in good faith and upon reasonable grounds in any action taken
17or omitted by the
commissioner employe in an official capacity.
AB150-engrossed,1788,2219
214.715
(3) If it appears to the
commissioner division that a savings bank is
20conducting its business in violation of this chapter, the
commissioner division may
21report the facts to the department of justice which may bring an action to revoke the
22certificate of incorporation of the savings bank.
AB150-engrossed,1789,224
214.715
(4) (a) A savings bank that intends to move its home office or a branch
25office to some other location not more than one mile from its current location shall
1make an application to the
commissioner
division. The
commissioner division may
2approve or deny the application for relocation.
AB150-engrossed,1789,114
214.715
(4) (b) A savings bank that intends to move its home office or a branch
5office to some other location more than one mile from its current location shall make
6an application to the
commissioner division. The
commissioner division shall give
7notice and provide an opportunity for hearing as provided in s. 214.26 (3) to (5). In
8approving or denying the application for relocation, the
commissioner division shall
9determine the need for relocation and determine whether undue harm or injury
10would be caused to any savings bank doing business in the area or vicinity of the
11proposed relocation.
AB150-engrossed,1789,1313
214.72
(1) (am) "Department" means the department of financial institutions.
AB150-engrossed,1789,1915
214.72
(1) (b) "Financial regulator" means the
commissioner, department
16secretary and deputy
commissioner, secretary, and an administrator
of examination
17and supervision,
a supervisor of data processing, legal counsel and a
savings bank 18financial institution examiner
employed by the department and includes any
19member of a financial regulator's immediate family, as defined in s. 19.42 (7).
AB150-engrossed,1790,521
214.72
(3) Within 30 days after commencing employment as a financial
22regulator and at least once each year, each financial regulator, for himself or herself
23and covering his or her immediate family, shall complete a written, sworn report
24disclosing the nature of all business relationships with savings banks on forms
25prescribed by the
commissioner department. Each report shall be reviewed by the
1commissioner department, except that the
commissioner's secretary's and deputy
2commissioner's secretary's report shall be reviewed by the review board. The
3reviewers shall determine if any business relationship is or appears improper and,
4if so, may direct the termination of that business relationship within a reasonable,
5prescribed time period.