AB150-engrossed,1859,189
215.40
(17) Discretionary authority. The
commissioner division shall have
10discretionary power in the granting of certificates of authority to incorporators
11desiring to organize such associations. The
commissioner division may also refuse
12to issue certificates of incorporation to the incorporators to commence business
13when, in the
commissioner's division's opinion, the incorporators or any of them are
14not of such character and general fitness as to warrant belief that the association will
15be conducted for the best interest of its members; the location of the association is
16so close to an existing association that its business might be interfered with and the
17support of the new association would not be such as to assure its success; or when
18other good and sufficient reasons exist for such refusal.
AB150-engrossed,1859,2420
215.40
(18) Appeal by applicants after being denied certificate of authority.
21If the
commissioner division refuses to grant a certificate of authority to organize an
22association, and the applicants feel aggrieved thereby, they may appeal to the review
23board to review the
commissioner's division's determination under s. 215.04 (1) (d)
24and (4).
AB150-engrossed,1860,3
1215.41
(1) Form. The articles of incorporation of a mutual association shall be
2approved by the
commissioner division. The
commissioner division shall, with the
3approval of the review board, promulgate rules governing articles of incorporation.
AB150-engrossed,1860,85
215.41
(2) Filing and approval. Duplicate originals of the articles of
6incorporation executed by the incorporators, and any subsequent amendments
7thereto adopted by the members of the association, shall be filed with and approved
8by the
commissioner division.
AB150-engrossed,1860,1310
215.41
(3) Recording. Upon their approval by the
commissioner division,
11articles of incorporation and amendments thereto shall be recorded in the office of
12the register of deeds of the county in which the home office of the association is
13located.
AB150-engrossed,1860,1815
215.41
(5) Effective date. The effective date of articles of incorporation and
16amendments thereto shall be the date when left for record in the office of the register
17of deeds. The register of deeds shall forward a certificate of recording to the
18commissioner division.
AB150-engrossed,1860,2220
215.42
(1) Form. The bylaws of a mutual association shall be approved by the
21commissioner division. The
commissioner division shall, with the approval of the
22review board, promulgate rules governing bylaws.
AB150-engrossed,1861,3
1215.42
(2) Filings and approval. Duplicate originals of the bylaws and any
2subsequent amendments thereto shall be filed with and approved by the
3commissioner division.
AB150-engrossed,1861,65
215.42
(3) Effective date. The effective date of bylaws and amendments
6thereto shall be the date when approved by the
commissioner division.
AB150-engrossed,1861,138
215.50
(1) Management responsibility. The government and management of
9a mutual association shall be vested in a board of directors, who are charged with the
10responsibility of compliance with this chapter, orders of the
commissioner division,
11rules of the
commissioner division promulgated under ch. 227, the articles of
12incorporation and bylaws of the association, and other laws applicable to savings and
13loan operations.
AB150-engrossed,1861,2015
215.50
(6) Oath of directors. Upon election, every director shall take and
16subscribe an oath that the director will diligently and honestly perform the duties
17of such office and will not knowingly violate or willingly permit to be violated this
18chapter, any rule of the
commissioner division, the articles of incorporation or bylaws
19under which the association operates, or any other law applicable to savings and loan
20operations.
AB150-engrossed,1862,222
215.50
(7) Directors to fix compensation. The compensation of officers,
23directors, employes and committee members shall be fixed by a majority vote of the
24board of directors in accordance with the bylaws. In addition, the board of directors
25may, by resolution, create a fund or join a pension system or enter into deferred
1compensation agreements for the retirement of its officers and employes, subject to
2specific, prior approval of the
commissioner division and the review board.
AB150-engrossed,1862,74
215.50
(10) Promulgation of rules. The board of directors, may by resolution,
5adopt rules and regulations for the conduct of business, provided that they are
6consistent with this chapter, the rules of the
commissioner division, and the
7association's articles of incorporation and bylaws.
AB150-engrossed,1862,139
215.50
(11) (a) The board may remove a director who violates this chapter, the
10rules of the
commissioner division, the articles of incorporation, the bylaws, orders
11of the
commissioner division or any other law applicable to savings and loan
12operations. The board may remove a director only after affording the director a
13hearing.
AB150-engrossed,1862,1815
215.53
(1) (a) (intro.) With the consent of the
commissioner division and subject
16to any condition that the
commissioner division prescribes, a mutual association
17organized under this chapter may, by an affirmative vote of at least two-thirds of the
18board of each association, do any of the following:
AB150-engrossed,1863,220
215.53
(1) (a) 4. Absorb a mutual savings and loan holding company or mutual
21savings bank holding company under a plan, approved by the
commissioner division,
22that provides that the mutual savings and loan holding company or mutual savings
23bank holding company ceases to engage in activities that the absorbing association
24may not engage in and that provides that stock in a subsidiary association that is not
1held by the absorbed mutual savings and loan holding company or mutual savings
2bank holding company is redeemed.
AB150-engrossed,1863,154
215.53
(3) Withdrawal requests. Any saver in an absorbed association or
5savings bank or in a subsidiary of an absorbed mutual savings and loan holding
6company or mutual savings bank holding company, who intends to file a written
7withdrawal request for savings accounts within one year after the date of approval
8of such absorption by the
commissioner division, may do so by giving 90 days' written
9notice of such intention, and the savings accounts shall be withdrawn as provided
10in s. 215.17. Any person who has filed such written withdrawal request shall remain
11a member and be subject to all rights, privileges and duties under this chapter and
12the bylaws and the rules and regulations of the absorbing association or, if the
13absorbing association is a subsidiary of a mutual savings and loan holding company,
14of the mutual savings and loan holding company, until the withdrawal value of the
15savings accounts has been paid to the person.
AB150-engrossed,1863,1817
215.56
(1) (b) 1. Certified to the
commissioner division under the seal of the
18association by its president and secretary;
AB150-engrossed,1863,2220
215.56
(2) Period of liquidation. A mutual association so liquidating shall
21dispose of all its assets within 10 years from the date of liquidation, unless the
22commissioner division orders otherwise.
AB150-engrossed,1864,3
1215.56
(6) Resumption of business. Any mutual association in liquidation may
2with the approval of the
commissioner division resume business upon conditions
3approved by the
commissioner division.
AB150-engrossed,1864,155
215.56
(7) (a) Unclaimed liquidating dividends and all funds remaining unpaid
6in the hands of the association or its board of directors at or immediately prior to the
7date of final distribution, together with all final liquidating costs, shall be delivered
8by them to the
commissioner division to be deposited by the
commissioner division 9in one or more state banks, state savings banks or state-chartered savings and loan
10associations, to the credit of the
commissioner in the commissioner's name division,
11in trust for the various members and creditors entitled thereto. The
commissioner 12division shall include in the annual report under s. 215.02 (11) the names of the
13associations so liquidated and the sums of unclaimed and unpaid liquidating
14dividends and unclaimed funds with respect to each of them respectively, including
15a statement of interest or dividends earned upon the funds.
AB150-engrossed,1864,1717
215.56
(7) (b) (intro.) The
commissioner division may:
AB150-engrossed,1864,2019
215.56
(7) (b) 3. Apply the interest and dividends earned by the moneys so held
20toward defraying the expenses of the
office division.
AB150-engrossed,1864,2422
215.56
(8) (title)
Reserved authority
of commissioner. This section shall not
23prohibit the
commissioner division from proceeding against any association as
24provided in s. 215.32.
AB150-engrossed,1865,7
1215.57
(1) (b) At such meeting, by the affirmative vote, in person or by proxy,
2of not less than two-thirds of the dollar value of savings accounts of the association
3the members may by resolution declare to convert such association into a federal
4association or into a state-chartered association. A copy of the minutes of such
5meeting, verified by the affidavit of the chairperson and the secretary of the meeting,
6shall be filed
in the office of the commissioner
with the division within 10 days after
7the meeting.
AB150-engrossed,1865,159
215.57
(1) (d) 1. Within 6 months after the adjournment of a meeting to convert
10into a federal association, the association shall do what is necessary to make it a
11federal association. Within 10 days after the receipt of the federal charter, the
12association shall file with the
commissioner division a copy of the federal charter
13certified by the federal home loan bank board. Upon such filing the association shall
14cease to be a state-chartered association and shall thereafter be a federal
15association.
AB150-engrossed,1865,2217
215.57
(1) (d) 2. Within 6 months after the adjournment of a meeting of the
18members of a federal mutual association called for the purpose of converting the
19association into a state-chartered association, the
commissioner division shall
20examine such association and shall determine the action necessary to qualify the
21converting federal mutual association for a state charter. Upon complying with the
22necessary requirements, a state charter shall be issued to such association.
AB150-engrossed,1866,224
215.57
(4) (title)
Commissioner's approval Approval required before
25conversion becomes effective. Before any such conversion of any association shall
1be final and in effect, the written approval of the
commissioner division must be
2secured by such association.
AB150-engrossed,1866,94
215.58
(1) (a) A state chartered mutual association may convert to a stock
5association or a mutual savings and loan holding company may convert to a stock
6savings and loan holding company under this section. The board shall adopt a plan
7of conversion which complies with this section and the rules of the
commissioner 8division. The plan of conversion is subject to the approval of the
commissioner 9division.
AB150-engrossed,1866,1811
215.58
(1) (b) Conversion of a mutual association or a mutual savings and loan
12holding company under this section is effective only if done according to a plan of
13conversion approved by the
commissioner division under par. (a) and if the plan is
14approved by an affirmative vote of the majority of all votes entitled to be cast by
15members. Notice of a meeting to vote on the plan of conversion shall be sent to each
16member at least 10 days prior to such meeting. The notice shall state the time, place
17and purpose of the meeting, and provide a summary of the plan of conversion and
18such other information as the
commissioner division requires.
AB150-engrossed,1866,2120
215.58
(1) (c) (intro.) Within 10 days after a meeting of members at which a plan
21of conversion is adopted, the board shall submit to the
commissioner division:
AB150-engrossed,1866,2423
215.58
(1) (c) 2. Such additional information pertaining to the plan of
24conversion as the
commissioner division may require.
AB150-engrossed,1867,4
1215.58
(2) (title)
Commissioner's approval Approval of plan of conversion;
2standards. (intro.) The
commissioner division may approve a plan of conversion
3under this section if the
commissioner division finds that the plan meets all of the
4following conditions:
AB150-engrossed,1867,76
215.58
(2) (c) The plan complies with any other standard which the
7commissioner division may promulgate by rule as in the public interest.
AB150-engrossed,1867,179
215.58
(3) Certificate of conversion; effective date. The
commissioner 10division may issue a certificate of conversion from a mutual association to a stock
11association or from a mutual savings and loan holding company to a stock savings
12and loan holding company if the
commissioner division determines the plan of
13conversion has been implemented as approved and the association or holding
14company has complied with this section and any conditions to the approval. The date
15specified in the certificate is the effective date of conversion. The certificate shall be
16recorded with the register of deeds in the county where the home office of the
17association or the registered office of the holding company is located.
AB150-engrossed,1867,2119
215.58
(6) (title)
Reserved authority
of commissioner. (intro.) The
20commissioner division may issue rules governing the conversion of a mutual
21association or mutual savings and loan holding company, including:
AB150-engrossed,1868,223
215.59
(1) (c)
Capital asset retention. Subject to the approval of the
24commissioner division, if the net worth of the stock association chartered under the
25reorganization plan exceeds the minimum net worth under s. 215.24, a plan may
1permit a mutual savings and loan holding company to retain capital assets of the
2reorganizing mutual association.
AB150-engrossed,1868,44
215.59
(1) (d) 3. The
commissioner
division under par. (f).
AB150-engrossed,1868,96
215.59
(1) (e) 1. Notice of a meeting to vote on a reorganization plan shall be
7sent to members at least 10 days before the meeting. The notice shall state the time,
8place and purpose of the meeting, shall provide a summary of the reorganization plan
9and shall provide any other information that the
commissioner division requires.
AB150-engrossed,1868,1511
215.59
(1) (e) 3. Within 10 days after a reorganization plan receives member
12approval, the mutual association shall submit to the
commissioner division a copy
13of the minutes of the meeting at which the plan is approved. The secretary of the
14mutual association shall certify that the minutes show that the members approved
15the reorganization plan.
AB150-engrossed,1868,1917
215.59
(1) (f) (title)
Commissioner Division approval. (intro.) The
18commissioner division may approve a reorganization plan if the
commissioner 19division finds that all of the following conditions exist:
AB150-engrossed,1868,2421
215.59
(1) (f) 3. The reorganization plan complies with rules promulgated by
22the
commissioner division governing the reorganization of a mutual association into
23a mutual savings and loan holding company and the operation of a mutual savings
24and loan holding company.
AB150-engrossed,1869,12
1215.59
(1) (g)
Certificate of reorganization. If the
commissioner division 2determines that the mutual association has complied with the requirements of this
3subsection and has implemented the reorganization plan as approved, the
4commissioner division shall issue a certificate of reorganization evidencing that the
5mutual association has been reorganized into a mutual savings and loan holding
6company. The date specified in the certificate shall be the effective date of
7reorganization. On the date specified in the certificate, the mutual association
8ceases to exist but its legal existence continues as a mutual savings and loan holding
9company. The certificate shall be recorded with the register of deeds in the county
10in which the home office of the mutual association was located and in the county in
11which the registered office of the mutual savings and loan holding company is
12located.
AB150-engrossed,1869,1914
215.59
(3) (a) 10. Unless limited or prohibited by the
commissioner division,
15engage in any activity that the federal reserve board permits a bank holding
16company to engage in under
12 CFR 225, subpart C, promulgated pursuant to
12
17USC 1843 (c) or any activity that the federal savings and loan insurance corporation
18authorized a multiple savings and loan holding company to engage in directly on
19March 5, 1987.