215.36(3)(a)1.
1. Acquire direct or indirect ownership or control of voting shares of one or more regional savings and loans or regional savings and loan holding companies or acquire an interest in, or some or all of the assets of, one or more regional savings and loans or regional savings and loan holding companies.
215.36(3)(a)2.
2. Merge with one or more regional savings and loan holding companies.
215.36(3)(b)
(b) An in-state savings and loan holding company proposing any action under
par. (a) shall provide the division a copy of any original application seeking approval by a federal agency or by an agency of the regional state and of any supplemental material or amendments filed in connection with any application.
215.36(4)
(4) Regional savings and loans and regional savings and loan holding companies. Except as provided in
sub. (5), a regional savings and loan or regional savings and loan holding company may do any of the following:
215.36(4)(a)
(a) Acquire direct or indirect ownership or control of voting shares of one or more in-state savings and loans or in-state savings and loan holding companies or acquire an interest in, or some or all of the assets and liabilities of, one or more in-state savings and loans or in-state savings and loan holding companies.
215.36(4)(b)
(b) Merge with one or more in-state savings and loan holding companies.
215.36(5)
(5) Limitations. A regional savings and loan or regional savings and loan holding company may not take any action under
sub. (4) until all of the following conditions have been met:
215.36(5)(a)
(a) The division finds that the statutes of the regional state in which the regional savings and loan or regional savings and loan holding company has its principal place of business permit all of the following:
215.36(5)(a)1.
1. In-state savings and loans to acquire one or more regional savings and loans in the regional state.
215.36(5)(a)2.
2. In-state savings and loan holding companies both to acquire one or more regional savings and loans and to acquire and merge with one or more regional savings and loan holding companies in the regional state.
215.36(5)(b)
(b) The division has not disapproved the acquisition of the in-state savings and loan or the acquisition or merger with the in-state savings and loan holding company under
sub. (7).
215.36(5)(c)
(c) The division gives a class 3 notice, under
ch. 985, in the official state newspaper, of the application to take an action under
sub. (4) and of the opportunity for a hearing and, if at least 25 residents of this state petition for a hearing within 30 days of the final notice or if the division on the division's motion calls for a hearing within 30 days of the final notice, the division holds a public hearing on the application, except that a hearing is not required if the division finds that an emergency exists and that the proposed action under
sub. (4) is necessary and appropriate to prevent the probable failure of an in-state savings and loan that is closed or in danger of closing.
215.36(5)(d)
(d) The division is provided a copy of any original application seeking approval by a federal agency of the acquisition of an in-state savings and loan or acquisition of or merger with an in-state savings and loan holding company and of any supplemental material or amendments filed with the application.
215.36(5)(e)
(e) The applicant has paid the division a fee of $1,000 together with the actual costs incurred by the division in holding any hearing on the application.
215.36(5)(f)
(f) With regard to an acquisition of an in-state savings and loan that is chartered on or after May 9, 1986, the in-state savings and loan has been in existence for at least 5 years before the date of its acquisition.
215.36(6)
(6) Condition on acquisition. If a regional state savings and loan holding company acquires an in-state savings and loan holding company that owns one or more in-state savings and loans that have been chartered on or after May 9, 1986, and that have been in existence for less than 5 years, the regional state savings and loan holding company shall divest itself of those in-state savings and loans within 2 years after the date of acquisition of the in-state savings and loan holding company by the regional state savings and loan holding company.
215.36(7)
(7) Standards for disapproval. The division may disapprove of any action under
sub. (4) if the division finds any of the following:
215.36(7)(a)
(a) Considering the financial and managerial resources and future prospects of the applicant and of the in-state savings and loan or in-state savings and loan holding company concerned, the action would be contrary to the best interests of the shareholders or customers of the in-state savings and loan or in-state savings and loan holding company.
215.36(7)(b)
(b) The action would be detrimental to the safety and soundness of the applicant or of the in-state savings and loan or in-state savings and loan holding company concerned, or to a subsidiary or affiliate of the applicant or of the in-state savings and loan or in-state savings and loan holding company.
215.36(7)(c)
(c) Because the applicant, its executive officers, directors or principal shareholders have not established a record of sound performance, efficient management, financial responsibility and integrity, the action would be contrary to the best interests of the depositors, other customers, creditors or shareholders of the applicant or of the in-state savings and loan or in-state savings and loan holding company or contrary to the best interests of the public.
215.36(7)(cg)
(cg) The applicant has failed to provide adequate and appropriate services required by the community reinvestment act of 1977 to the communities in which the applicant is located.
215.36(7)(cr)
(cr) The applicant has failed to propose to provide adequate and appropriate services required by the community reinvestment act of 1977 in the community in which the in-state savings and loans which the applicant proposes to acquire or in-state savings and loan holding company which the applicant proposes to acquire or merge with is located.
215.36(7)(ct)
(ct) The applicant has failed to enter into an agreement prepared by the division to comply with laws and rules of this state regulating consumer credit finance charges and other charges and related disclosure requirements, except to the extent preempted by federal law or regulation.
215.36(7)(e)
(e) The applicant fails to meet any other standards established by rule of the division.
215.36(8)
(8) Exception. This section does not prevent a regional savings and loan or regional savings and loan holding company from acquiring voting shares of one or more in-state savings and loans or savings and loan holding companies, subject to the limitations of
12 USC 1730a except that the standard for control in
12 USC 1730a (a) (2) shall be 10% rather than 25%.
215.36(8m)
(8m) Branching not limited. This section does not limit branching authority under
s. 215.13 (39).
215.36(9)(a)(a) Subsections (1) to
(7) do not apply prior to January 1, 1987, except that the division may promulgate rules under
sub. (7) (e) to be applicable no earlier than the date that
subs. (1) to
(7) apply.
215.36(9)(b)
(b) Subsections (1) to
(7) apply as of the date, not earlier than January 1, 1987, that 3 regional states, at least 2 of which shall be from among the states of Illinois, Indiana, Iowa, Michigan and Minnesota, permit in-state savings and loan holding companies both to acquire one or more regional savings and loans and to acquire and merge with one or more regional savings and loan holding companies in those regional states.
215.36(10)(a)(a) Except as provided in
par. (b), if any part of
subs. (1) to
(7) is held to be unconstitutional, then all of
subs. (1) to
(7) shall be invalid.
215.36(10)(b)
(b) If any part of
subs. (1) to
(7) is held to be unconstitutional with respect to a savings and loan holding company, as defined under
12 USC 1730 (a),
subs. (1) to
(7) shall remain in effect with respect to in-state savings and loans and regional savings and loans.
215.36(11)
(11) Divestiture. Any savings and loan holding company that ceases to be an in-state savings and loan holding company or regional savings and loan holding company shall immediately notify the division of the change in its status and shall, as soon as practical and, in any case, within 2 years after the event causing it to no longer be one of these entities, divest itself of control of all in-state savings and loans and in-state savings and loan holding companies. A savings and loan holding company that fails to immediately notify the division is liable for a forfeiture of $500 for each day beginning with the day its status changes and ending with the day notification is received by the division.
MUTUAL SAVINGS AND LOAN ASSOCIATIONS;
ORGANIZATION AND MANAGEMENT
215.40
215.40
Incorporation of a mutual savings and loan association. 215.40(1)(a)(a) A corporation organized under this subchapter shall be known as a mutual savings and loan association. The words "savings and loan association" or "savings association" shall form part of the name of every mutual association so organized.
215.40(1)(b)
(b) No corporation other than a corporation organized under this subchapter or
subch. III may use a name embodying those words. No association may adopt a name identical to that of any other association or so similar to an existing association name as to be misleading.
215.40(1)(c)
(c) An association shall include the word "savings" in its name if its name includes the word "bank". This paragraph does not apply to an association name if the association obtained approval for use of the name from the division before February 12, 1992.
215.40(2)
(2) Minimum membership and savings accounts. The division shall determine:
215.40(2)(a)
(a) The minimum number of persons required to organize a mutual savings and loan association in any locality.
215.40(2)(b)
(b) The aggregate minimum amount of savings accounts to be paid into the association by persons subscribing for savings accounts.
215.40(2)(c)
(c) The length of time for which the incorporators shall guarantee or pay the association's operating expenses.
215.40(2)(d)
(d) Such other requirements as the division deems necessary or desirable.
215.40(3)
(3) Who may organize. Adult citizens of this state, hereinafter referred to as incorporators, desiring to organize a mutual association under this section shall make application to the division as prescribed on forms furnished by the division.
215.40(4)
(4) Application to organize a mutual association. The application to organize a mutual association shall be in duplicate and shall set forth:
215.40(4)(c)
(c) The full name, residence and occupation of each incorporator.
215.40(4)(d)
(d) The need of an association in the locality in which the proposed association intends to locate.
215.40(4)(e)
(e) Such other information as the division requires.
215.40(5)
(5) Application fee. The applicants shall pay to the division $200 to defray the cost of investigation, which sum shall be deposited into the general fund to the credit of the division.
215.40(6)(a)(a) Along with the application, the incorporators shall file an agreement with the division that, in addition to their initial savings account subscriptions, they will create an expense fund in an amount not less than one-half of the total minimum required amount of savings accounts. The expense fund is for organization expenses, operating deficits, earnings distributions on savings accounts and losses.
215.40(6)(b)
(b) This expense fund shall become a part of the assets of the proposed association if the division approves the application and will be reflected on the books as a liability under the caption "Subsidy by incorporators."
215.40(6)(c)
(c) If the income of a period is insufficient to pay expenses or pay a competitive rate of earnings, appropriate charges shall be made to the expense fund account.
215.40(6)(d)
(d) At the end of 3 years of corporate existence, the board of directors may petition the division for authority to repay the incorporators on a proportional basis, any unused portion remaining in the subsidy by directors. If the division determines that the operations of the association at that point are of such degree as to enable the association to operate as an independent institution, requiring no further subsidy, the division may authorize such repayment.
215.40(6)(e)
(e) At the end of the 4th year, and each subsequent year, the board of directors of the association may petition the division for authority to pay out of current income of any period to the incorporators on a proportional basis the amount remaining after payment of expenses, provision for taxes, and the provision for distribution of earnings as a recovery of previous charges made to the expense fund account by incorporators. The division may approve or deny the petition for recovery payments. In no event shall refunds of this type exceed the total of the charges made to the expense fund account by incorporators.
215.40(6)(f)
(f) The contributions made to the expense fund shall be noninterest bearing.
215.40(7)
(7) Notice of applications; hearings. 215.40(7)(a)(a) Within 30 days after receiving a completed application the division shall furnish a notice of application to the applicant and to each association authorized to operate an office within 4 miles of the proposed office if the office is to be located in Milwaukee county, or 20 miles of the proposed office if located elsewhere. The notice shall describe the location and nature of the proposed office and shall solicit written comments on the application. If a hearing on the application has been scheduled the notice shall also indicate the time and place of the hearing. If not, the notice shall notify interested persons of their right to request a hearing under
par. (b) 2. The applicant shall publish the notice of application as a class 3 notice under
ch. 985 in the city, town or village where the office is to be located and shall provide the division with proof of its publication.
215.40(7)(b)
(b) The division shall conduct a public hearing on the application if any of the following occur:
215.40(7)(b)1.
1. The applicant requests a hearing at the time of filing;
215.40(7)(b)2.
2. Within 3 days after publication of the notice of application any person planning to participate in a hearing on the application files with the division a request for hearing; or
215.40(7)(b)3.
3. The division determines that a hearing will be necessary or useful.
215.40(7)(c)
(c) If a hearing date was not indicated in the notice of application and a hearing is subsequently required, the division shall give written notice of the time and place of the hearing to the applicant and to anyone who has requested a hearing, not later than 10 days in advance of the scheduled hearing.
215.40(8)
(8) Certification of authority, when issued. If the application is approved, the division 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.
215.40(9)
(9) Powers of incorporators. The incorporators shall, until the completion of the organization, exercise such other powers as are conferred upon the incorporators of other corporations so far as such powers are not in conflict with this chapter.
215.40(10)
(10) Surety bond of officers. The incorporators shall require a surety bond in a suitable amount from the treasurer and other officers who may handle funds of the temporary organization.
215.40(11)
(11) Certificate of authority, when voided. The certificate of authority shall be void after 90 days from its date, but the division may for cause, after a hearing, extend the life of such certificate for such time as the division deems advisable.
215.40(12)
(12) Compensation for organizing prohibited. 215.40(12)(a)(a) No person may directly or indirectly receive or contract to receive any commission, salary, compensation, bonus, rights or privileges for organizing the association, or for securing a subscription for the original savings accounts of the association.
215.40(12)(b)
(b) This subsection does not prohibit an attorney from receiving reasonable compensation for legal services in connection therewith, after the association has been granted a certificate of incorporation.
215.40(12)(c)
(c) Whoever violates this subsection shall forfeit to the state $1,000 for each violation, and in addition double the amount of the violator's commission, salary, compensation or bonus.
215.40(13)(a)(a) Within the time prescribed in
sub. (11), the incorporators shall file with the division a certificate stating:
215.40(13)(a)1.
1. That articles of incorporation have been executed, filed with and approved by the division, and recorded; and
215.40(13)(a)2.
2. That the first meeting of members was held and that directors and officers were elected at such meeting; and
215.40(13)(a)3.
3. That bylaws were adopted at the first meeting of members and filed with and approved by the division; and
215.40(13)(a)4.
4. That the minimum number of required savers was obtained, and that said savers, in the aggregate, paid to the association the required initial amount of savings accounts; and
215.40(13)(a)5.
5. That funds, representing the initial amount of savings accounts, have been deposited in the association's designated depository bank; and
215.40(13)(a)6.
6. That the incorporators, in accordance with the requirement of
sub. (6), paid to the association the moneys for an expense fund; and
215.40(13)(a)7.
7. That the moneys, representing the expense fund, have been deposited in the association's designated depository bank; and
215.40(13)(a)8.
8. That ground floor, independent office quarters have been obtained for the proposed association; and
215.40(13)(a)9.
9. That necessary action has been taken to obtain insurance of savings accounts from the deposit insurance corporation or other instrumentality approved by the division.
215.40(13)(b)
(b) No business, other than that of completing the organization of the proposed association, may be transacted until such time as the division issues a certificate of incorporation to the association to commence business.
