Chapter 214

214.67(1) (1) With the prior approval of the division, which shall state that the proposed sale is necessary for the protection of depositors and other creditors, a savings bank may, by a majority vote of its board of directors and, notwithstanding s. 214.65 (1), without a stockholder vote, sell all or any part of its assets to another savings bank, a state or federal savings and loan association, a state bank or a national bank if the savings bank, savings and loan association or bank assumes in writing all of the liabilities of the selling savings bank or to a deposit insurance corporation.

214.67(2) (2) A savings bank may sell to a savings bank, state or federal savings and loan association, state bank or federal bank an insubstantial portion of its total deposits as described in 12 USC 1815 5 (d) (2) (D). Approval of the sale shall be by a majority vote of the board of directors and, with approval of the division and notwithstanding s. 214.65 (1), may be without a stockholder vote.

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

214.675 214.675 Acquisition of control.

214.675(1) (1) A person, whether acting directly or indirectly, alone or with one or more persons, shall give the division 60 days’ written notice of intent to acquire control of 10 percent or more of a savings bank, affiliate, savings bank subsidiary, savings bank holding company or service corporation.

214.675(2) (2) A person, whether acting directly or indirectly, alone or with one or more persons, shall apply to the division 60 days before any proposed change in control. A change in control occurs if any change of ownership of stock, or of rights related to stock, would result in a person, whether acting directly or indirectly, alone or with one or more persons, owning, directly or indirectly, 25 percent or more of the voting shares or rights in a savings bank, affiliate, savings bank subsidiary, savings bank holding company or service corporation or such lesser amount that would entitle the person to elect one member to the board of directors of the entity.

214.675(3) (3) The division may examine the books and records of a person filing notice of intent under sub. (1) or an application under sub. (2).

214.675(4) (4) The division’s decision on a filing under sub. (1) or (2) shall be issued within 30 days after the date of receipt of a complete initial application or the date of receipt of additional information requested by the division that is necessary for making the decision. The division shall make a request for additional information within 30 days of the date of the division’s receipt of an initial filing.

214.675(5) (5) The division shall promulgate rules to implement this section.

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

214.68 214.68 Jurisdictional conversion.

214.68(1) (1) A federal savings bank or federal savings and loan association may convert itself into a savings bank, and a savings bank may convert itself into a federal savings bank, by following the procedures under pars. (a) to (e).

214.68(1)(a) (a) A meeting of the members or stockholders shall be held after not less than 10 days’ written notice to each member or stockholder, served either personally or by mail to the last-known post-office address. The notice shall state the date, time, place and purpose of the meeting.

214.68(1)(b) (b) At the meeting the members or stockholders may, by affirmative vote of not less than two-thirds of the eligible votes, resolve to convert the savings bank into a federal savings bank, or if a federal institution, into a savings bank. A verified copy of the minutes of the meeting shall be filed with the division within 10 days after the date of the meeting.

214.68(1)(c) (c) If the members or stockholders vote to convert, the secretary shall, within 30 days after the date of the meeting serve notice on all members or stockholders, either personally or by mail to the last-known post-office address.

214.68(1)(d) (d) Within 6 months after the date of the meeting to convert, the savings bank shall take all steps necessary to complete the conversion. Within 10 days after receipt of federal authorization, the savings bank shall file with the division a copy of its federal authorization. Upon filing, the savings bank shall cease to be a savings bank and shall be a federal savings bank.

214.68(1)(e) (e) Within 6 months after the date of the federal institution’s meeting to convert, the division shall examine the federal institution and shall determine the action necessary to qualify the federal institution to convert to a savings bank. Upon complying with the necessary requirements, the division shall approve the conversion.

214.68(2) (2) Upon conversion, the corporate existence of the converting institution shall not terminate and the resulting institution shall be a continuance of the converting institution. All of the property and rights of the converted institution shall vest in the resulting institution as of the time of conversion and all of its obligations become those of the resulting institution. Actions and other judicial proceedings to which the converting institution is a party may be prosecuted and defended as if conversion had not taken place.

214.68(3) (3) Before any conversion under this section is effective, the division shall issue a certificate of conversion.

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

214.685 214.685 Organizational conversion of mutual savings bank to stock savings bank.

214.685(1) (1) A mutual savings bank may convert to a stock savings bank under this section. The board of directors of the mutual savings bank shall adopt a plan of conversion that complies with this section and the rules of the division. The plan of conversion is subject to the approval of the division. 

214.685(2) (2) Conversion of a mutual savings bank shall be effective only if it is accomplished according to a plan of conversion approved by the division under sub. (1) and if the plan is approved by an affirmative vote of the majority of all votes entitled to be cast by members. Notice of a meeting to vote on the plan of conversion shall be sent to each member at least 10 days before the meeting. The notice shall state the date, time, place and purpose of the meeting, provide a summary of the plan of conversion and include any other information the division requires.

214.685(3) (3) Within 10 days after the date of a meeting at which a plan of conversion is adopted, the board of directors shall submit to the division all of the following:

214.685(3)(a) (a) A certified copy of the minutes of the meeting at which the plan is adopted.

214.685(3)(b) (b) Any additional information pertaining to the plan of conversion that the division may require.

214.685(4) (4) The division may approve a plan of conversion if the division finds that the plan meets all of the following conditions:

214.685(4)(a) (a) Is fair and equitable to all depositors in the converting mutual savings bank.

214.685(4)(b) (b) Protects the interest of depositors of the resulting stock savings bank.

214.685(4)(c) (c) Complies with any standard which the division may promulgate by rule.

214.685(4)(d) (d) Does not permit members of the board of directors to acquire stock in the converting savings bank 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 savings bank.

214.685(5) (5) The division may issue to a mutual savings bank a certificate of conversion to a stock savings bank, if the division determines the plan of conversion has been implemented as approved and the savings bank has complied with this section and any conditions to the approval. The date specified in the certificate is the effective date of the conversion. The certificate shall be recorded with the register of deeds in the county in which the home office of the savings bank is located.

214.685(6) (6) Unless the plan of conversion provides otherwise, the directors of the converted mutual savings bank shall continue to serve as directors of the stock savings bank for the duration of the term to which they were elected.

214.685(7) (7) Upon conversion of a mutual savings bank, the legal existence of the stock savings bank shall be a continuation of the mutual savings bank, and all property and every right, privilege, interest and asset of the mutual savings bank vests in the stock savings bank. The stock savings bank shall have, hold and enjoy the same in its own right to the same extent as the mutual savings bank. The resulting stock savings bank shall succeed to all the obligations and relations of the mutual savings bank. A pending action or judicial proceeding to which the mutual savings bank is a party may not be abated or discontinued because of the conversion. 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 resulting stock savings bank may continue the action in its corporate name. Any judgment, order or decree may be rendered for or against the stock savings bank which might have been rendered for or against the mutual savings bank. Each owner of a deposit account in the mutual savings bank continues ownership of the account in the stock savings bank under the same terms applicable to the account before conversion.

214.685(8) (8) The division shall issue rules governing the conversion of mutual savings banks, including:

214.685(8)(a) (a) Procedural rules.

214.685(8)(b) (b) The fixing of a record date for determining member voting rights.

214.685(8)(c) (c) Provisions of the plan of conversion and restated articles of incorporation.

214.685(8)(d) (d) Voting rights.

214.685(8)(e) (e) The composition, qualification and experience of principal officers and directors.

214.685(8)(f) (f) Voting trust agreements.

214.685(8)(g) (g) Employment contracts.

214.685(8)(h) (h) The disposition, if any, of retained earnings.

214.685(8)(i) (i) The distribution, issuance, sale and subscription of capital stock and additional paid-in capital.

214.685(8)(j) (j) Any other requirements for converting a mutual savings bank to a stock savings bank that the division considers to be necessary.

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

214.685 Cross-reference Cross-reference: See also ch. DFI-SB 21, Wis. adm. code.

subch. X of ch. 214 SUBCHAPTER X

SUPERVISION

214.715 214.715 Powers of the division.

214.715(1) (1) The division shall do all of the following:

214.715(1)(a) (a) Supervise and control savings banks and savings bank holding companies.

214.715(1)(b) (b) Employ persons necessary to administer this chapter.

214.715(1)(c) (c) Exercise the rights, powers and duties under this chapter or any related chapter.

214.715(1)(d) (d) Promulgate rules.

214.715(1)(e) (e) Submit an annual report to the governor and the legislature regarding the work of the division under this chapter.

214.715(1)(f) (f) Commence an action to enforce any law of this state that applies to savings banks, service corporations, savings bank subsidiaries, affiliates or savings bank holding companies, including the enforcement of any obligation of the officers, directors, agents or employees of these entities.

214.715(1)(g) (g) Prescribe a uniform manner for maintaining the books and records of a savings bank.

214.715(1)(h) (h) Establish a reasonable fee structure, subject to approval of the review board, for savings banks and savings bank holding companies and for their service corporations and subsidiaries. The fees may include annual fees, application fees, regular and special examination fees and other fees that relate to the division’s responsibilities under this chapter and that are directly attributable to the entities operating under this chapter. The division may assess, bill and collect fees established under this paragraph. The amounts collected by the division shall be used for the expenses of the division.

214.715(2) (2) Employees of the division may not be subject to any civil liability or penalty, or to any criminal prosecution, for any error in judgment or discretion made in good faith and upon reasonable grounds in any action taken or omitted by the employee in an official capacity.

214.715(3) (3) If it appears to the division that a savings bank is conducting its business in violation of this chapter, the division may report the facts to the department of justice which may bring an action to revoke the certificate of incorporation of the savings bank.

214.715(4) (4) A savings bank that intends to move its home office or a branch office shall make an application to the division. In approving or denying the application for relocation, the division shall determine the need for relocation and determine whether undue harm or injury would be caused to any savings bank doing business in the area or vicinity of the proposed relocation.

214.715 History History: 1991 a. 221; 1995 a. 27; 1997 a. 144.

214.715 Cross-reference Cross-reference: See also DFI-SB, Wis. adm. code.

214.72 214.72 Prohibited business relationships.

214.72(1) (1) In this section:

214.72(1)(a) (a) “Business relationship” means a financial interaction with a savings bank, including obtaining and renegotiating a loan; maintaining a deposit account or escrow account; obtaining and using a credit card; being a trustee or beneficiary of an estate or trust held by the savings bank; and renting a safe deposit box.

214.72(1)(am) (am) “Department” means the department of financial institutions.

214.72(1)(b) (b) “Financial regulator” means the department secretary and deputy secretary, and an administrator, a supervisor of data processing, legal counsel and a financial institution examiner employed by the department and includes any member of a financial regulator’s immediate family, as defined in s. 19.42 (7).

214.72(2) (2) 

214.72(2)(a) (a) A financial regulator may not request, accept or enter into a business relationship with a savings bank unless the business relationship is in the savings bank’s ordinary course of business, is negotiated at arms’ length and the terms are no more favorable than those available to members of the general public in like circumstances.

214.72(2)(b) (b) A financial regulator may not be an officer, director, employee or agent of a savings bank.

214.72(2)(c) (c) A financial regulator may not voluntarily acquire equity securities in a savings bank or a savings bank holding company. A financial regulator shall transfer equity securities which he or she owns within 90 days after commencement of employment as a financial regulator or within 90 days after acquiring ownership by inheritance or gift.

214.72(2)(d) (d) Notwithstanding par. (a), a financial regulator may not obtain a new loan from or renegotiate, refinance, renew, extend or modify an existing loan with a savings bank. A financial regulator may exercise contract rights under an existing variable rate, escalator or balloon-type mortgage. A financial regulator is not required to terminate a loan existing at the time he or she becomes a financial regulator.

214.72(3) (3) Within 30 days after commencing employment as a financial regulator and at least once each year, each financial regulator, for himself or herself and covering his or her immediate family, shall complete a written, sworn report disclosing the nature of all business relationships with savings banks on forms prescribed by the department. Each report shall be reviewed by the department, except that the secretary’s and deputy secretary’s report shall be reviewed by the review board. The reviewers shall determine if any business relationship is or appears improper and, if so, may direct the termination of that business relationship within a reasonable, prescribed time period.

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

214.725 214.725 Examination.

214.725(1) (1) 

214.725(1)(a) (a) Except as provided in par. (b), at least once every 18 months and more often if necessary, the division shall examine the books, records, operations and affairs of a savings bank. In the course of the examination, the division may also examine in the same manner any entity, company or individual that the division determines may have a relationship with the savings bank or a savings bank holding company, savings bank subsidiary, service corporation or affiliate of the savings bank, if the relationship may adversely affect the affairs, activities and safety and soundness of the savings bank.

214.725(1)(b) (b) In lieu of any examination required under par. (a), the division may accept any examination that may have been made of any savings bank within a reasonable period by the federal deposit insurance corporation, any federal agency with primary responsibility for supervising savings banks chartered under the laws of the United States, or any agency of another state with primary responsibility for supervising savings banks chartered under the laws of that state.

214.725(2) (2) The division shall consider it to be necessary to conduct an examination more often than every 18 months if a required report from a savings bank indicates a material change in financial condition or a material violation of a state or federal law, of a federal regulation or of a rule of the division. If that condition is grounds for taking custody of the savings bank, the examination shall be initiated within 10 business days.

214.725(3) (3) Subject to sub. (3m), an examination shall include a review of all of the following:

214.725(3)(a) (a) Quality of financial condition, including safety and soundness and investment and loan quality.

214.725(3)(b) (b) Compliance with this chapter and other applicable state laws and rules and federal laws and regulations.

214.725(3)(c) (c) Management policies.

214.725(3)(d) (d) Overall safety and soundness of the savings bank, its parent savings bank holding company, savings bank subsidiaries, service corporations and affiliates.

214.725(3)(e) (e) Remedial actions required to correct and to restore compliance with applicable statutes, regulations, rules and orders.

214.725(3)(f) (f) Any other matter the division considers to be appropriate.

214.725(3m) (3m) In conducting examinations under sub. (1) (a), the division may accept and rely on information collected by other agencies or independent 3rd parties in determining whether a savings bank has satisfied any requirement that is part of the examination.