Chapter 214

214.265 214.265 Temporary organization and capital subscriptions.

214.265(1) (1) 

214.265(1)(a) (a) If the division approves an application to organize, the division shall issue to the incorporators a certificate of authority to effect a temporary organization.

214.265(1)(b) (b) Under a temporary organization, the incorporators shall do all of the following:

214.265(1)(b)1. 1. Elect directors and a chairperson, secretary and treasurer.

214.265(1)(b)2. 2. Conduct meetings.

214.265(1)(b)3. 3. If a stock savings bank open subscription books for the sale of stock.

214.265(1)(b)4. 4. Open subscription books for deposit accounts.

214.265(2) (2) During the temporary organization, incorporators of a savings bank may exercise such other powers as are conferred upon the incorporators of other corporations, if those powers are not in conflict with this chapter.

214.265(3) (3) The incorporators of a savings bank shall obtain a surety bond in a suitable amount that covers the treasurer and other officers who may handle funds of the temporary organization.

214.265(4) (4) If a stock savings bank, the officers and directors shall secure subscriptions for capital in the form of pledges to purchase stock.

214.265(5) (5) The directors shall prepare articles of incorporation, bylaws, and other documents and items as required by rule of the division.

214.265(6) (6) The directors shall apply for insurance of accounts with a deposit insurance corporation and provide the division with a copy of each filing and additional documents filed or received in connection with the filing.

214.265(7) (7) The officers and directors may take any other actions necessary to complete organization.

214.265(8) (8) If a stock savings bank, the officers and directors shall furnish the division with the names and addresses of all investors who subscribe to purchase stock.

214.265(9) (9) No business, other than that of completing the organization of the proposed savings bank, may be transacted until the division issues certificate of incorporation.

214.265(10) (10) A temporary certificate of authority issued under sub. (1) (a) shall be effective for 180 days after the date issued. The division may, for cause, extend the effective period of the certificate for such time as the division considers to be advisable.

214.265 History History: 1991 a. 221; 1995 a. 27.

214.27 214.27 Completion of organization.

214.27(1) (1) In addition to the organization requirements of this subchapter, the division may require additional assurances, information, capital or agreements from the officers, directors or employees of the savings bank. If the requirements of this subchapter, rules promulgated under this subchapter, federal law and the division’s requests are completed, the incorporators shall provide the division with a certificate of compliance in a form prescribed by the division, together with a $500 fee.

214.27(2) (2) Within 90 days after receipt of the certificate of compliance and receipt of all required fees, the division shall issue a certificate of incorporation authorizing the savings bank to commence business. The certificate of incorporation shall specify the date of the corporate existence of the savings bank.

214.27(3) (3) The division shall terminate the corporate existence and void the articles of incorporation and certificate of incorporation of a savings bank if the savings bank fails to commence business within 6 months after the date on the certificate of incorporation. The division may, in writing, extend the time period to commence business for such time as the division considers to be advisable.

214.27 History History: 1991 a. 221; 1995 a. 27.

214.275 214.275 Appeal of denial. If the division does not grant a certificate of organization, the incorporators may appeal to the review board to review the determination.

214.275 History History: 1991 a. 221; 1995 a. 27.

subch. V of ch. 214 SUBCHAPTER V

MEMBERSHIP

214.30 214.30 Membership.

214.30(1) (1) 

214.30(1)(a) (a) A holder of a deposit account issued by a mutual savings bank shall be a member of the mutual savings bank. Joint ownership of an account constitutes one membership.

214.30(1)(b) (b) A member has the right to share in the net profit of a mutual savings bank, after payment of creditors, if the savings bank liquidates. This right does not permit a member to claim a share of net profits absent a liquidation and does not permit a member to seek liquidation except in any manner permitted by the mutual savings bank’s articles of incorporation or bylaws.

214.30(2) (2) An owner of stock in a stock savings bank shall be an owner of the stock savings bank. Joint ownership of stock constitutes one ownership.

214.30 History History: 1991 a. 221; 1995 a. 103.

214.305 214.305 Annual and special meetings. The date of the annual meeting of members or stockholders shall be specified in the bylaws. Failure to hold an annual meeting may not cause a dissolution of the savings bank. Special meetings may be called by the board of directors, by stockholders of not less than 20 percent of the outstanding stock, by members constituting not less than 20 percent of the eligible votes or by any other person designated in the bylaws. The division may call a special meeting with not less than 7 days’ written or oral notice. An annual or special meeting shall be held at the home office of the savings bank or at another place within a county in which the savings bank maintains an office if specifically designated in the notice of the meeting.

214.305 History History: 1991 a. 221; 1995 a. 27, 103.

214.31 214.31 Notice of meetings.

214.31(1) (1) Notice of an annual meeting shall be provided not fewer than 10 days nor more than 40 days before the date of the meeting in the manner provided in the bylaws. The notice shall be displayed at each office of the savings bank in a manner prescribed by rule of the division. The notice shall state the time, place and purpose of the meeting.

214.31(2) (2) For a special meeting or for an annual meeting that is to consider any proposition that requires an affirmative vote of two-thirds of the members or stockholders, the notice shall be provided to each member or stockholder by mail, postmarked between 10 and 40 days before the date of the meeting, and shall be displayed at each of the savings bank’s offices as if for an annual meeting, beginning on the date notice is given. The notice shall state the time, place and purpose of the meeting.

214.31 History History: 1991 a. 221; 1995 a. 27.

214.315 214.315 Quorum for annual or special meetings. The articles of incorporation may specify a quorum requirement, but that requirement may not be less than one-third of the total number of votes entitled to vote at a meeting. A meeting, including one at which a quorum is not present, may be adjourned to a specified date without future notice.

214.315 History History: 1991 a. 221.

214.32 214.32 Voting.

214.32(1) (1) A member or stockholder may vote at a meeting in person or by proxy.

214.32(2) (2) To determine who is entitled to vote and the number of outstanding shares, the following rules apply:

214.32(2)(a) (a) The date of determination shall be the record date for voting under s. 214.325.

214.32(2)(b) (b) A person holding one or more deposit accounts in a mutual savings bank shall have one vote for each $100 of the aggregate withdrawal value of the deposit accounts and one vote for any fraction of $100.

214.32(2)(c) (c) A stockholder shall have one vote for each share held.

214.32(2)(d) (d) Stock owned by the savings bank may not be counted or voted.

214.32(2)(e) (e) A stock savings bank shall state in its articles of incorporation that voting rights shall be vested exclusively in stockholders.

214.32 History History: 1991 a. 221.

214.325 214.325 Record date for voting and other purposes.

214.325(1) (1) To determine the stockholders or members entitled to notice of or to vote at any meeting or in order to make a determination of members, stockholders, or other persons for any other purpose, the bylaws may provide for a record date, not fewer than 10 days nor more than 60 days before the meeting or other event or transaction with regard to which the determination is to be made. The determination shall be made as of the close of business on the record date.

214.325(2) (2) If the bylaws do not provide for a record date, the board of directors may fix a record date for each determination to be made within the time limits under sub. (1). If the board of directors fails to fix a record date, the record date for a meeting shall be the date on which the first notice of meeting is given.

214.325(3) (3) Stock sold or deposit accounts withdrawn after the record date may not be voted or counted in determining the number of shares outstanding.

214.325 History History: 1991 a. 221.

214.33 214.33 Proxies.

214.33(1) (1) A proxy may be executed in writing by a member or stockholder or by the member’s or stockholder’s authorized representative.

214.33(2) (2) A proxy is not valid in any of the following circumstances:

214.33(2)(a) (a) Eleven months after the date of its execution, unless otherwise provided in the proxy.

214.33(2)(b) (b) Unless executed in an instrument separate from other forms or documents relating to the member’s deposit accounts.

214.33(2)(c) (c) For any meeting at which the member or stockholder who gave a proxy is present, provided that before the taking of any vote, notice of the member’s or stockholder’s attendance and intention to vote at the meeting is given by that person to an official whom the savings bank shall identify at the meeting as having responsibility for maintaining a record of attendance.

214.33 History History: 1991 a. 221; 1995 a. 103.

214.335 214.335 Directors. The business and affairs of the savings bank shall be exercised by its board of directors. The board of directors may consist of the number of directors fixed by the bylaws, but may not be fewer than 5. At least two-thirds of the directors shall be residents of this state. A director shall have a fiduciary relationship with the savings bank.

214.335 History History: 1991 a. 221.

214.335 Cross-reference Cross-reference: See also ss. DFI-SB 3.03, 3.04, and 3.05, Wis. adm. code.

214.34 214.34 Bonds of officers and directors.

214.34(1) (1) Every person appointed or elected to any position requiring the receipt, payment, management or use of savings bank money, or whose duties permit or require access to or custody of savings bank money or securities, or whose duties permit the regular making of entries in the books or other records of the savings bank, shall be bonded by a trust or company authorized to issue bonds in this state or by a fidelity insurance company licensed to do business in this state. A bond shall be in a form prescribed by the division and in an amount fixed by the board of directors. A bond shall be payable to the savings bank to indemnify the savings bank for any loss the savings bank may sustain through any dishonest or criminal act or omission by the bonded person, whether committed alone or in concert with others. A bond shall provide that cancellation of the bond by the surety or by the insured is not effective before 30 days’ written notice is given to the division, unless the division approves an earlier cancellation.

214.34(2) (2) Notwithstanding sub. (1), the division may proceed against a savings bank if the division believes that the business of the savings bank is being conducted in an unsafe or unsound manner or that the form or amount of bonds approved by the board of directors is inadequate to give reasonable protection to the savings bank.

214.34 History History: 1991 a. 221; 1995 a. 27.

214.34 Cross-reference Cross-reference: See also ss. DFI-SB 3.01 and 3.02, Wis. adm. code.

214.342 214.342 Officers. The officers of a savings bank shall be elected by the board of directors in accordance with the bylaws. The officers shall consist of a president, one or more vice-president, a secretary, a treasurer and any other officer the board designates by resolution. Officers shall have the duties and functions described in the articles of incorporation and bylaws and shall perform other duties that are designated by the board of directors.

214.342 History History: 1991 a. 221.

214.342 Cross-reference Cross-reference: See also ss. DFI-SB 3.05 and 7.01, Wis. adm. code.

214.345 214.345 Conduct of directors and officers.

214.345(1) (1) Upon election, a director shall take an oath that the director will diligently and honestly perform the duties of that office and will not knowingly violate or willingly permit to be violated this chapter, any rules of the division, the articles of incorporation or bylaws under which the savings bank operates or any other state or federal law applicable to a savings bank.

214.345(2) (2) The division may require disclosure by directors, officers and employees of their personal interest, directly or indirectly, in any business or transaction on behalf of or involving the savings bank and of their control of or active participation in enterprises having activities related to the business of the savings bank.

214.345(3) (3) An officer, director and employee shall avoid conflict of interest situations in which a person in a decision-making position must decide between his or her personal financial interests and those of the savings bank. The board of directors shall establish written policies and procedures reasonably calculated to identify potential conflicts of interest and to avoid placing an officer, director or employee in such a position.

214.345(4) (4) All of the following restrictions govern the conduct of directors and officers of savings banks:

214.345(4)(a) (a) An officer or director of a mutual savings bank may not act as a director or officer of another mutual savings bank.

214.345(4)(b) (b) A director may receive as remuneration reasonable fees, which may include deferred compensation arrangements, for services as a director or for service as a member of a committee of directors. A director who is also an officer or employee of the savings bank may receive compensation for service as an officer or employee, including deferred compensation arrangements.

214.345(4)(c) (c) A director or officer may not have any interest, direct or indirect, in the purchase at less than its face value of a deposit account of the savings bank.

214.345(4)(d) (d) A savings bank or director or officer of the savings bank may not directly or indirectly require, as a condition to the granting of a loan or the extension of any other service by the savings bank or its affiliates, that the borrower or any other person undertake a contract of insurance or any other agreement or understanding with respect to the direct or indirect furnishing of any other goods or services with a specific person.

214.345(4)(e) (e) An officer or director acting as proxy for a member of a mutual savings bank may not exercise, transfer or delegate that right for a private benefit or advantage, direct or indirect, that accrues to the officer or director nor surrender control or pass the officer’s or director’s office to any other for a private benefit or advantage, direct or indirect.

214.345(4)(f) (f) A director or officer may not solicit, accept or agree to accept, directly or indirectly, from any person other than the savings bank any gratuity, compensation or other personal benefit for any action taken by the savings bank or for attempting to procure any action by the savings bank.

214.345(5) (5) 

214.345(5)(a) (a) Subject to the approval of the division, a savings bank’s bylaws shall provide for reasonable indemnification to its officers, directors and employees in connection with the faithful performance of their duties for the savings bank. For stock savings banks, the provisions shall be consistent with those under ss. 180.0850 to 180.0859. For mutual savings banks, the provisions shall be consistent with those under ss. 215.512 to 215.525.

214.345(5)(b) (b) The provisions relating to the limited liability of directors under s. 180.0828, as they apply to a director of a corporation, apply to a director of a stock savings bank. The provisions relating to the limited liability of directors and officers under s. 215.525, as they apply to a director or officer of a mutual savings and loan association, apply to a director or officer of a mutual savings bank.

214.345 History History: 1991 a. 221; 1995 a. 27, 103; 1997 a. 35.

214.345 Cross-reference Cross-reference: See also ch. DFI-SB 7 and ss. DFI-SB 2.02, 3.03, 3.04, 3.05, and 3.07, Wis. adm. code.