214.095(1)(c)
(c) Preparing articles of incorporation and bylaws for the savings bank holding company.
214.095(2)
(2) In order to effect a reorganization under
sub. (1), the board of directors of the original savings bank shall approve a plan providing for the reorganization. The plan shall be submitted for approval by a majority of all votes entitled to be cast by members or stockholders of the savings bank at a meeting held in accordance with the savings bank's articles of incorporation and bylaws.
214.095(3)
(3) The division shall promulgate rules to regulate the formation of and the ongoing business of the subsidiaries and the savings bank holding company, including the rights of members or stockholders, levels of investment in holding company subsidiaries, and stock sales.
214.095 History
History: 1991 a. 221;
1995 a. 27,
103.
214.095 Cross-reference
Cross Reference: See also ch.
DFI-SB 22, Wis. adm. code.
INTERSTATE ACQUISITION AND MERGER
214.15
214.15
Definitions. In this subchapter:
214.15(1)
(1) "In-state institution" means a savings bank or savings and loan association organized under the laws of this state or federal law and having its home office in this state.
214.15(2)
(2) "In-state holding company" means a savings and loan holding company, as defined in
s. 215.01 (24m), or savings bank holding company that has its principal place of business in this state and is not owned or controlled by a company having its principal place of business outside of this state.
214.15(3)
(3) "Regional institution" means a foreign savings bank, foreign association, federal savings and loan association or federal savings bank that has its accounts insured by a deposit insurance corporation, and which has its home office located in the geographic area and that, if owned or controlled by a company, is owned or controlled by a regional holding company or by an in-state holding company.
214.15(4)
(4) "Regional holding company" means a savings and loan holding company or savings bank holding company that has its principal place of business in the geographic area and is not owned or controlled by a company having its principal place of business outside of the geographic area.
214.15 History
History: 1991 a. 221.
214.155
214.155
In-state institutions. 214.155(1)
(1) A savings bank may do any of the following:
214.155(1)(a)
(a) Acquire direct or indirect ownership or control of voting shares of one or more regional institutions or acquire an interest in, or some or all of the assets and liabilities of, one or more regional institutions.
214.155(2)
(2) A savings bank proposing any action under
sub. (1) shall file an application with the division for approval of the transaction and shall provide the division with copies of all applications and materials filed with a federal agency or agency of another state in seeking approval of the transaction.
214.155 History
History: 1991 a. 221;
1995 a. 27.
214.16
214.16
In-state holding companies. 214.16(1)
(1) An in-state savings bank holding company may do any of the following:
214.16(1)(a)
(a) Acquire direct or indirect ownership or control of voting shares of one or more regional institutions or regional holding companies or acquire an interest in, or some or all of the assets of, one or more regional institutions or regional holding companies.
214.16(1)(b)
(b) Merge with one or more regional holding companies.
214.16(2)
(2) An in-state savings bank holding company proposing any action under
sub. (1) shall file an application with the division for approval of the transaction and shall provide the division with copies of all applications and materials filed with a federal agency or agency of another state in seeking approval of the transaction.
214.16 History
History: 1991 a. 221;
1995 a. 27.
214.165
214.165
Regional institutions and regional holding companies. Except as provided in
s. 214.17, a regional institution or regional holding company may do any of the following:
214.165(1)
(1) Acquire direct or indirect ownership or control of voting shares of one or more savings banks or in-state savings bank holding companies or acquire an interest in, or some or all of the assets and liabilities of, one or more savings banks or in-state savings bank holding companies.
214.165(2)
(2) Merge with one or more in-state savings bank holding companies.
214.165 History
History: 1991 a. 221.
214.17
214.17
Limitations. A regional institution or regional holding company may not take any action under
s. 214.165 until all of the following conditions have been met:
214.17(1)
(1) The division finds that the statutes of the state in which the regional institution or regional holding company has its principal place of business permit all of the following:
214.17(1)(a)
(a) Wisconsin savings banks to acquire one or more regional institutions in the state.
214.17(1)(b)
(b) In-state savings bank holding companies both to acquire one or more regional institutions and to acquire and merge with one or more regional holding companies in the state.
214.17(2)
(2) The division has not disapproved the acquisition of the savings bank or the acquisition or merger with the in-state savings bank holding company under
s. 214.18.
214.17(3)
(3) The division publishes under
ch. 985 a class 3 notice, in the official state newspaper, of the application to take an action under
s. 214.165 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 own 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
s. 214.165 is necessary and appropriate to prevent the probable failure of an in-state savings bank that is closed or in danger of closing.
214.17(4)
(4) The division is provided a copy of any application seeking approval by a federal agency of the acquisition of an in-state savings bank or acquisition of or merger with an in-state savings bank holding company and of any supplemental material or amendments filed with the application.
214.17(5)
(5) 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.
214.17(6)
(6) If an acquired savings bank is organized on or after May 7, 1992, the savings bank has been in existence for at least 5 years before the date of its acquisition.
214.17 History
History: 1991 a. 221;
1995 a. 27.
214.175
214.175
Condition on acquisition. If a regional holding company acquires an in-state savings bank holding company that owns one or more in-state savings banks organized on or after May 7, 1992, and that have been in existence for less than 5 years, the regional holding company shall divest itself of those in-state savings banks within 2 years after the date of acquisition of the in-state savings bank holding company by the regional holding company.
214.175 History
History: 1991 a. 221.
214.18
214.18
Standards for disapproval. The division may disapprove any action under
s. 214.165 if the division finds any of the following:
214.18(1)
(1) Considering the financial and managerial resources and future prospects of the applicant and of the in-state savings bank or in-state savings bank holding company concerned, the action would be contrary to the best interests of the stockholders or customers of the in-state savings bank or in-state savings bank holding company.
214.18(2)
(2) The action would be detrimental to the safety and soundness of the applicant or of the in-state savings bank or in-state savings bank holding company concerned, or to a subsidiary or affiliate of the applicant or of the in-state savings bank or in-state savings bank holding company.
214.18(3)
(3) Because the applicant, its executive officers, directors or principal stockholders have not established a record of sound performance, efficient management, financial responsibility and integrity, the action would be contrary to the best interest of the depositors, customers, creditors or stockholders of the applicant or of the in-state savings bank or in-state savings bank holding company or contrary to the best interests of the public.
214.18(4)
(4) The applicant has failed to provide adequate and appropriate services required by the community reinvestment act of 1977,
12 USC 2901 to
2906, to the communities in which the applicant is located.
214.18(5)
(5) The applicant has failed to propose to provide adequate and appropriate services required by the community reinvestment act of 1977,
12 USC 2901 to
2906, in the community in which the in-state savings bank which the applicant proposes to acquire or in-state savings bank holding company which the applicant proposes to acquire or merge with is located.
214.18(6)
(6) 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 of the charges and related disclosure requirements, except to the extent preempted by federal law or regulation.
214.18(8)
(8) The applicant fails to meet any other standard established by rule of the division.
214.18 History
History: 1991 a. 221;
1995 a. 27.
214.185(1)(1) This subchapter does not prohibit a regional institution or regional holding company from acquiring up to 5% of the voting shares of one or more in-state savings banks or savings bank holding companies.
214.185(2)
(2) This subchapter does not prohibit an in-state savings bank or savings bank holding company from acquiring up to 5% of the voting shares of one or more regional savings banks or savings bank holding companies.
214.185 History
History: 1991 a. 221.
214.19
214.19
Branching not limited. This subchapter does not limit the authority to establish branch offices under
s. 214.06.
214.19 History
History: 1991 a. 221.
214.195
214.195
Subchapter severability. 214.195(2)
(2) If any part of
ss. 214.15 to
214.18 is held to be unconstitutional with respect to a savings bank holding company,
ss. 214.15 to
214.18 shall remain in effect with respect to in-state savings banks and regional institutions.
214.195 History
History: 1991 a. 221.
214.20
214.20
Divestiture. A savings bank holding company that ceases to be an in-state savings bank holding company or regional holding company shall immediately notify the division of the change in its status and shall, as soon as practical and no later than 2 years after the event causing it to no longer be one of these entities, divest itself of control of all in-state savings banks and in-state savings bank holding companies. A savings bank holding company that fails to immediately notify the division shall be subject to a forfeiture of $500 per day, beginning on the day its status changes and ending on the day the division receives notification.
214.20 History
History: 1991 a. 221;
1995 a. 27.
INCORPORATION AND ORGANIZATION
214.24
214.24
Application for permission to organize. 214.24(1)
(1) An adult resident of this state may, with the approval of the division, organize a savings bank.
214.24(2)
(2) For stock savings banks, the division shall determine the minimum required capital which shall be at least the minimum required to obtain insurance of accounts from a deposit insurance corporation and may include additional amounts as the division may require, based on rules promulgated by the division.
214.24(3)
(3) For mutual savings banks, the division shall determine the aggregate minimum amount of funds to be paid into the savings bank's deposit accounts by persons subscribing for deposit accounts and the length of time for which the incorporators shall guarantee payment of savings bank operating expenses. The minimum amount of capital required shall be at least the minimum required to obtain insurance of the accounts from a deposit insurance corporation and may include additional amounts as the division may require, based on rules promulgated by the division.
214.24(4)
(4) An incorporator shall submit a nonrefundable $1,000 application fee with an application.
214.24 History
History: 1991 a. 221;
1995 a. 27.
214.24 Cross-reference
Cross Reference: See also s.
DFI-SB 18.01, Wis. adm. code.
214.245
214.245
Content of application to organize. The incorporators shall file an application for a certificate to organize a savings bank on forms prescribed by the division. The application shall include any information the division considers necessary but shall include at least all of the following:
214.245(1)
(1) The name, address, social security number, date of birth, place of birth, business address, home address and occupation of each incorporator.
214.245(3)
(3) The name of the proposed savings bank.
214.245(4)
(4) The address of the home office and branch offices, if known, of the proposed savings bank. The application shall include information about any real estate interests of an incorporator if that real estate may be involved with any of these locations.
214.245(5)
(5) The anticipated duration of the proposed savings bank, which may be perpetual.
214.245(6)
(6) An audited financial statement of each incorporator.
214.245(7)
(7) The proposed articles of incorporation and bylaws.
214.245(8)
(8) The number of shares of capital stock; the number of shares and classes of preferred stock, if any; the number of shares to be sold; and the per share initial offering price of each share.
214.245(9)
(9) The total amount and number of the initial deposit accounts.
214.245(10)
(10) The names and addresses of the initial directors.
214.245 History
History: 1991 a. 221;
1995 a. 27.
214.25
214.25
Articles of incorporation. 214.25(1)
(1) The division shall approve the articles of incorporation of a savings bank.
214.25(2)
(2) Duplicate originals of the articles of incorporation executed by the incorporators, and any subsequent amendments to the articles that are adopted by the members or stockholders of the savings bank shall be filed with and approved by the division.
214.25(3)
(3) Upon their approval by the division, articles of incorporation and amendments to the articles shall be recorded in the office of the register of deeds in the county in which the home office of the savings bank is located.
214.25(4)
(4) Amendments to the articles of incorporation may be made at any annual or special meeting of the members or stockholders called for that purpose, provided that a statement of the nature of the proposed amendment is included in the notice of meeting. The proposed amendment shall be adopted if it receives the affirmative vote of a majority of all votes entitled to be cast.
214.25(5)
(5) The effective date of the articles of incorporation and amendments to the articles shall be the date of recording in the office of the register of deeds or a later date if the document provides for a different date. The register of deeds shall forward a certificate of recording to the division.
