215.58(2)
(2)
Approval of plan of conversion; standards. The division may approve a plan of conversion under this section if the division finds that the plan meets all of the following conditions:
215.58(2)(a)
(a) The plan of conversion is fair and equitable to all savers in a converting association or to all savers in each subsidiary association of a converting mutual savings and loan holding company.
215.58(2)(b)
(b) The plan protects the interest of depositors and owners of savings accounts of the prospective stock association or of each subsidiary association of the prospective stock savings and loan holding company.
215.58(2)(c)
(c) The plan complies with any other standard which the division may promulgate by rule as in the public interest.
215.58(2)(d)
(d) The plan does not permit members of the board of directors to acquire stock in the converting association under terms that are different from the terms offered to depositors, except that a director who is an employee may participate in any tax qualified retirement plan acquiring stock in the converting association.
215.58(3)
(3)
Certificate of conversion; effective date. The division may issue a certificate of conversion from a mutual association to a stock association or from a mutual savings and loan holding company to a stock savings and loan holding company if the division determines the plan of conversion has been implemented as approved and the association or holding company has complied with this section and any conditions to the approval. The date specified in the certificate is the effective date of conversion. The certificate shall be recorded with the register of deeds in the county where the home office of the association or the registered office of the holding company is located.
215.58(4)
(4)
Retention of directors. Unless the plan of conversion provides otherwise, the directors of the converted mutual association or the converted mutual savings and loan holding company shall continue to serve as directors of the stock association or stock savings and loan holding company for the duration of the term to which they were elected.
215.58(5)
(5)
Continuation of corporate existence after conversion; assumption of privileges and obligations. 215.58(5)(a)(a) Upon conversion of a mutual association or mutual savings and loan holding company under this section, the legal existence of the association or holding company shall not terminate. The stock association shall be a continuation of the mutual association and the stock savings and loan holding company shall be a continuation of the mutual savings and loan holding company. All property of the mutual association or mutual savings and loan holding company and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, shall immediately, without any conveyance, transfer or further act, remain and vest in the stock association or stock savings and loan holding company. The stock association or stock savings and loan holding company shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the mutual association or mutual savings and loan holding company.
215.58(5)(b)
(b) The stock association or stock savings and loan holding company resulting from a conversion under this section shall continue to have and succeed to all the rights, obligations and relations of the mutual association or mutual savings and loan holding company. No pending action or judicial proceeding to which the mutual association or mutual savings and loan holding company is a party shall be abated or discontinued by reason of the conversion. Such an action or proceeding may be prosecuted to final judgment, order or decree in the same manner as if the conversion had not been made, and the stock association or stock savings and loan holding company resulting from the conversion may continue the action in its corporate name as a mutual association or mutual savings and loan holding company. Any judgment, order or decree may be rendered for or against the stock association or stock savings and loan holding company that might have been rendered for or against the mutual association or mutual savings and loan holding company previously involved in the proceedings. Each owner of a savings account in the mutual association or a subsidiary association of the mutual savings and loan holding company continues ownership of the account in the stock association or the subsidiary association of the stock savings and loan holding company under the same terms applicable to the account prior to conversion.
215.58(6)
(6)
Reserved authority. The division may issue rules governing the conversion of a mutual association or mutual savings and loan holding company, including:
215.58(6)(b)
(b) The fixing of a record date or dates for determining the respective rights of owners of savings accounts.
215.58(6)(c)
(c) Provisions of the plan of conversion and the restated articles of incorporation.
215.58(6)(e)
(e) The composition, qualification and experience of principal officers and directors.
215.58(6)(h)
(h) The disposition, if any, of retained earnings.
215.58(6)(i)
(i) The distribution, issuance, sale and subscription of capital stock and additional paid-in capital.
215.58(6)(j)
(j) Any other requirement for converting a mutual association to a stock association or a mutual savings and loan holding company to a stock savings and loan holding company.
215.58 Cross-reference
Cross-reference: See also s.
DFI-SL 16.04, Wis. adm. code.
215.59
215.59
Mutual savings and loan holding companies. 215.59(1)(a)(a)
Reorganization. A mutual association may reorganize as a mutual savings and loan holding company under this section.
215.59(1)(b)
(b)
Plan. A reorganizing mutual association shall prepare a reorganization plan. Under a reorganization plan, a mutual association shall do all of the following:
215.59(1)(b)2.
2. Transfer to the stock association a substantial part of its assets and liabilities, including all of its savings account liabilities.
215.59(1)(b)3.
3. Prepare articles of incorporation and bylaws for the mutual savings and loan holding company.
215.59(1)(c)
(c)
Capital asset retention. Subject to the approval of the division, if the net worth of the stock association chartered under the reorganization plan exceeds the minimum net worth under s.
215.24, a plan may permit a mutual savings and loan holding company to retain capital assets of the reorganizing mutual association.
215.59(1)(d)
(d)
Approval required. A mutual association may not implement a reorganization plan unless the plan is approved by all of the following:
215.59(1)(d)1.
1. Two-thirds of the directors of the mutual association.
215.59(1)(e)1.1. Notice of a meeting to vote on a reorganization plan shall be sent to members at least 10 days before the meeting. The notice shall state the time, place and purpose of the meeting, shall provide a summary of the reorganization plan and shall provide any other information that the division requires.
215.59(1)(e)2.
2. An affirmative vote by a majority of all votes entitled to be cast by members shall be required to approve a reorganization plan.
215.59(1)(e)3.
3. Within 10 days after a reorganization plan receives member approval, the mutual association shall submit to the division a copy of the minutes of the meeting at which the plan is approved. The secretary of the mutual association shall certify that the minutes show that the members approved the reorganization plan.
215.59(1)(f)
(f)
Division approval. The division may approve a reorganization plan if the division finds that all of the following conditions exist:
215.59(1)(f)1.
1. The reorganization plan is fair to all members in the reorganizing mutual association.
215.59(1)(f)2.
2. The reorganization plan protects the interest of savers whose savings accounts are transferred to the stock association.
215.59(1)(f)3.
3. The reorganization plan complies with rules promulgated by the division governing the reorganization of a mutual association into a mutual savings and loan holding company and the operation of a mutual savings and loan holding company.
215.59(1)(g)
(g)
Certificate of reorganization. If the division determines that the mutual association has complied with the requirements of this subsection and has implemented the reorganization plan as approved, the division shall issue a certificate of reorganization evidencing that the mutual association has been reorganized into a mutual savings and loan holding company. The date specified in the certificate shall be the effective date of reorganization. On the date specified in the certificate, the mutual association ceases to exist but its legal existence continues as a mutual savings and loan holding company. The certificate shall be recorded with the register of deeds in the county in which the home office of the mutual association was located and in the county in which the registered office of the mutual savings and loan holding company is located.
215.59(1)(h)1.1. Unless the reorganization plan provides otherwise, a director of a mutual association continues to serve as a director of the mutual savings and loan holding company for the duration of the director's term.
215.59(1)(h)2.
2. Unless the reorganization plan or the proxy provides otherwise, a proxy that may be cast on behalf of a mutual association member may be cast on behalf of a mutual savings and loan holding company member until the proxy is revoked or superseded under sub.
(2) (d).
215.59(2)(a)(a)
Effect of reorganization or absorption. When a mutual association reorganizes under sub.
(1) or is absorbed by a subsidiary of a mutual savings and loan holding company under s.
215.53, a member of the mutual association becomes a member of the mutual savings and loan holding company. On the effective date of the reorganization or absorption, a member's rights in the mutual association end and a member's rights in the mutual savings and loan holding company begin.
215.59(2)(b)
(b)
Who may be a member. A person becomes a member of a mutual savings and loan holding company by owning a savings account in an association that is a subsidiary of the savings and loan holding company, unless the savings account is evidenced by a negotiable certificate of deposit that is not in registered form.
215.59(2)(c)
(c)
Voting rights. A member of a mutual savings and loan holding company shall have one vote for each $100 or additional fraction of $100 of the withdrawal value of each of the member's savings accounts in a subsidiary association of the mutual savings and loan holding company, as the savings accounts appear on the books of an association at the end of a day selected by the board of directors of the mutual savings and loan holding company. The board may not select a day to determine the withdrawal value of savings accounts that is more than 60 days before the day at which a vote is taken.
215.59(2)(d)
(d)
Proxies. Members of a mutual savings and loan holding company may vote in person or by proxy at any meeting. A proxy shall be in writing and signed by the member or the member's authorized attorney. A proxy filed with the secretary shall, unless specified in the proxy, continue in force until revoked by a written notice to the secretary or until superseded by another proxy.
215.59(2)(e)
(e)
Member termination. Membership in a mutual savings and loan holding company ends if the member withdraws the full withdrawal value of all savings accounts in subsidiary associations. A member who requests the full withdrawal value of the member's savings accounts remains a member until the withdrawal value is paid in full.
215.59(3)(a)(a)
Powers of holding company. A mutual savings and loan holding company may do any of the following:
215.59(3)(a)1.
1. Invest in or acquire an association or a savings bank.
215.59(3)(a)2.
2. Acquire an association or savings bank by the absorption of the association or savings bank by a subsidiary association of the savings and loan holding company.
215.59(3)(a)3.
3. Acquire or merge with a mutual savings and loan holding company or a mutual savings bank holding company.
215.59(3)(a)6.
6. Convert to a stock savings and loan holding company under s.
215.58 or to a stock savings bank holding company.
215.59(3)(a)7.
7. Furnish or perform management services for a subsidiary.
215.59(3)(a)8.
8. Hold, manage or liquidate assets owned by or acquired from a subsidiary.
215.59(3)(a)9.
9. Hold or manage property used by the mutual savings and loan holding company or a subsidiary.
215.59(3)(a)10.
10. Unless limited or prohibited by the division, engage in any activity that the federal reserve board permits a bank holding company to engage in under
12 CFR 225, subpart C, promulgated pursuant to
12 USC 1843 (c) or any activity that the federal savings and loan insurance corporation authorized a multiple savings and loan holding company to engage in directly on March 5, 1987.
215.59(3)(a)12.
12. Dissolve itself and the stock association chartered under sub.
(1) (b) 1. and convert itself and the stock association into a mutual association or mutual savings bank under a plan, approved by the division, that provides that the converting mutual savings and loan holding company ceases to engage in activities that the converted association or savings bank may not engage in and that provides that stock in a subsidiary association or savings bank that is not held by the converting mutual savings and loan holding company is redeemed.
215.59(3)(b)
(b)
Powers of subsidiaries. This subsection does not limit the powers of an association that is a subsidiary of a mutual savings and loan holding company.
215.59(4)
(4)
Stock in subsidiary. Under a plan approved by the division, a stock association that is a subsidiary of a mutual savings and loan holding company may issue any number of nonvoting shares and less than 50 percent of the voting shares of the stock association to persons other than the mutual savings and loan holding company.
CAPITAL STOCK SAVINGS AND LOAN ASSOCIATIONS; ORGANIZATION AND MANAGEMENT
215.60
215.60
Incorporation of a capital stock savings and loan association. 215.60(1)(a)(a) A corporation organized under this subchapter shall be known as a capital stock association. The words “savings and loan association" or “savings association" shall form part of the name of every capital stock association so organized.
215.60(1)(b)
(b) No corporation other than a corporation organized under this subchapter or subch.
II 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.
215.60(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.
215.60(2)
(2)
Minimum requirements. The division by rule shall determine:
215.60(2)(a)
(a) The minimum number of stockholders required to organize a capital stock association in any locality.
215.60(2)(b)
(b) The minimum amount of capital stock and additional paid-in capital.
215.60(2)(c)
(c) Such other requirements as the division deems necessary or desirable.
215.60(3)
(3)
Who may organize. Any individual who is a resident of this state may apply to the division for authority to incorporate a stock association under this section. The individual applying is the incorporator.
215.60(4)
(4)
Application to organize. The application to organize a capital stock association shall set forth:
215.60(4)(c)
(c) The name, residence and occupation of each incorporator.
215.60(4)(d)
(d) The amount of initial capital stock and additional paid-in capital.
215.60(4)(f)
(f) The need for an association in the locality in which the proposed association intends to locate.
