Chapter 214

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.

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.