Chapter 214

214.185(1) (1) This subchapter does not prohibit a regional institution or regional holding company from acquiring up to 5 percent 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 percent 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(1) (1) Except as provided in sub. (2), if any part of ss. 214.15 to 214.18 is held to be unconstitutional, then all of ss. 214.15 to 214.18 shall be invalid.

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.

subch. IV of ch. 214 SUBCHAPTER IV

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 ch. DFI-SB 18, 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.

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

214.25 Cross-reference Cross-reference: See also ch. DFI-SB 9, Wis. adm. code.

214.255 214.255 Bylaws.

214.255(1) (1) The division shall approve the bylaws of a savings bank.

214.255(2) (2) Duplicate originals of the bylaws and any subsequent amendments to the bylaws shall be filed with and approved by the division.

214.255(3) (3) The effective date of the bylaws and amendments to the bylaws shall be the date on which they are approved by the division or a later date if the document provides for a different date.

214.255(4) (4) A savings bank shall furnish a copy of its bylaws to any member or stockholder upon request.

214.255(5) (5) The bylaws of the savings bank may be amended as prescribed in the bylaws.

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

214.255 Cross-reference Cross-reference: See also ch. DFI-SB 10, Wis. adm. code.

214.26 214.26 Application review.

214.26(1) (1) The division may require additional information and shall conduct whatever investigation necessary, including subpoenaing books and records, taking public testimony and conducting hearings, to determine if the division should issue a certificate to organize. The incorporators shall share jointly and severally the expense of an investigation.

214.26(2) (2) If a mutual savings bank, the incorporators shall, in addition to their initial deposit account subscription, create an expense fund in an amount not less than 50 percent of the total minimum required amount of deposit accounts. The mutual savings bank may use the expense fund for organization expenses, operating deficits, losses and interest on deposit accounts.

214.26(2)(a) (a) The expense fund shall be an asset of the proposed mutual savings bank if the division approves the application, and shall be reflected on the books as a liability under the caption “subsidy by incorporators”.

214.26(2)(b) (b) If the income of a period is insufficient to pay expenses or pay interest on deposit accounts, the mutual savings bank shall make appropriate charges to the expense fund account.

214.26(2)(c) (c) After 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 expense fund. If the division determines that the operations of the mutual savings bank at that point are of such degree as to enable the mutual savings bank to operate without the subsidy, the division may authorize repayment.

214.26(2)(d) (d) After the 4th year of corporate existence, and each subsequent year, the board of directors of the mutual savings bank 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. The division may approve or deny the petition for recovery payments. Recovery payments may not exceed the total of the charges made to the expense fund account.

214.26(2)(e) (e) The expense fund may not earn interest.

214.26(3) (3) 

214.26(3)(a) (a) Within 30 days after receiving a completed application, the division shall furnish a notice of application to the incorporators and to each savings bank authorized to operate an office within 4 miles of the proposed home office if it is to be located in Milwaukee County, or within 20 miles of the proposed home office if it is to be located outside of Milwaukee County. The notice shall describe the location and nature of the proposed home office and any other proposed office and shall solicit written comments on the application. If a hearing on the application has been scheduled, the notice shall indicate the time and place of the hearing. If a hearing has not been scheduled, the notice shall describe the right of interested persons to request a hearing.

214.26(3)(b) (b) The incorporators shall publish the notice of application as a class 3 notice under ch. 985 in the city, town or village where the home office is to be located and shall provide the division with proof of publication.

214.26(4) (4) The division shall conduct a public hearing on the application if any of the following occurs:

214.26(4)(a) (a) The incorporator requests a hearing at the time of filing.

214.26(4)(b) (b) Within 3 days after publication of the final notice of application any person planning to participate in a hearing on the application files with the division a request for hearing.

214.26(5) (5) If a hearing date is 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 incorporators and to anyone who has requested a hearing, at least 10 days before the hearing.

214.26(6) (6) A person may not directly or indirectly receive or contract to receive any commission, salary, compensation, bonus, rights or privileges for organizing a mutual savings bank or for securing a subscription for the original deposit accounts of the mutual savings bank. An attorney may receive reasonable compensation for legal services in connection with the organization of the mutual savings bank.

214.26(7) (7) To approve an application, the division must find, based on the record of the application, the division’s investigation and the public hearing, if any, that all of the following conditions exist:

214.26(7)(a) (a) The proposed management, business plan and capitalization meets regulatory requirements.

214.26(7)(b) (b) The application information is accurate.

214.26(7)(c) (c) The proposed name is not deceptively similar to that of another financial institution within an area defined by rule of the division.

214.26(7)(d) (d) The proposed business plan and capitalization serves the needs of the community and its residents.

214.26(7)(e) (e) The insurance of accounts is effective before issuance of a certificate.

214.26(8) (8) The division shall have discretionary authority to grant a certificate of authority. The division may refuse to issue a certificate of authority to the incorporators to commence business if, in the division’s opinion, any incorporator is not of such character and general fitness as to warrant belief that the savings bank will be conducted for the best interest of its members or stockholders or if other sufficient reasons exist for a refusal to issue a certificate of authority.

214.26 History History: 1991 a. 221; 1995 a. 27; 1997 a. 35.

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.