Chapter 214

214.725(4) (4) If a savings bank, its savings bank holding company or any of its savings bank subsidiaries or service corporations has not been audited at least once in the 12 months before the examination date under sub. (1) (a), notwithstanding sub. (1) (b), the division may order an audit of the entity’s books and records to be made by an independent certified public accountant, selected by the division, who has experience in financial institution audits. The cost of the audit shall be paid for by the entity being audited.

214.725(5) (5) Employees of the division or other designated agents may administer oaths and examine and take and preserve testimony under oath as to anything in the affairs or ownership of the savings bank or the entity examined.

214.725(6) (6) An examination report under s. 214.735 or a report based upon an examination accepted under sub. (1) (b), may contain directives to correct violations or to perform acts to ensure the safety and soundness of the savings bank or the entity examined.

214.725(7) (7) If a savings bank fails to submit to an examination, the division shall report that failure to the attorney general, who shall institute proceedings to revoke its certificate of incorporation.

214.725 History History: 1991 a. 221; 1995 a. 27; 2003 a. 263; 2011 a. 182; 2017 a. 340.

214.735 214.735 Examination report. Upon completion of an examination, the division shall provide an examination report to the board of directors of the savings bank or other entity examined. Each director shall read the report and shall sign an affidavit affirming that the director has read and understands the report. The affidavits shall be retained by the savings bank or entity examined and may be examined by the division.

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

214.74 214.74 Orders of the division.

214.74(1) (1) If the affairs of the savings bank, savings bank subsidiary, service corporation or affiliate or savings bank holding company are not being conducted in accordance with this chapter, the division may require the directors, officers and employees to take necessary corrective action. If the necessary corrective action is not taken, the division may issue an order to the directors of the entity, to be served personally or by certified mail, specifying a date for the performance of the corrective action.

214.74(2) (2) If the order contains a finding that the business of the savings bank or savings bank holding company is being conducted in a fraudulent, illegal, unsafe or unsound manner or that the violation or the continuance of the practice to be corrected may cause insolvency, substantial dissipation of assets or earnings or the impairment of capital, the savings bank or savings bank holding company shall comply with the order immediately, unless the order is modified or withdrawn by the division or modified or terminated by a court. Notwithstanding sub. (3), the division may apply to the circuit court in the county in which the home office of the savings bank or savings bank holding company is located for enforcement of an order.

214.74(3) (3) If a hearing before the review board has not been requested within 20 days after service of an order, the division may, at any time within 90 days after the date specified in the order for an action to be taken or discontinued, commence an action in the circuit court of the county in which the home office of the savings bank or savings bank holding company is located to compel the directors, officers or employees to take required corrective action. If a hearing is requested pursuant to s. 214.78, the division may institute suit within 90 days after a determination by the review board.

214.74(4) (4) This section is in addition to the enforcement authority of the division under subch. XII.

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

214.74 Cross-reference Cross-reference: See also ss. DFI-SB 2.03 and 2.04, Wis. adm. code.

214.745 214.745 Division’s notice to members or stockholders. The division may prepare a statement of the condition of the savings bank, affiliate, savings bank subsidiary, service corporation or savings bank holding company and may mail the statement to the members or stockholders or may publish the statement as a class 1 notice under ch. 985. The expense of a mailing or publication shall be paid by the savings bank, affiliate, savings bank subsidiary, service corporation or savings bank holding company.

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

214.75 214.75 Record keeping and retention.

214.75(1) (1) A savings bank shall maintain books and records, as required by the division, in accordance with generally accepted accounting principles and the requirements of its deposit insurance corporation. All books and records shall be current, complete, organized and accessible to the division’s agents and examiners and to the savings bank’s auditors and accountants.

214.75(2) (2) A savings bank employing an outside data processing service shall inform the division at the initiation, renewal or changing of a contract for data processing services with an outside data processing service. The contract shall be submitted to the division at least 60 days before its implementation. The contract shall provide that the records maintained shall at all times be available for examination and audit by the division. A savings bank shall implement internal control and security measures for its data processing activities.

214.75(3) (3) The division may examine any data processing center that provides data processing or related services to a savings bank as often as the division examines the savings bank it serves.

214.75(4) (4) The division shall by rule prescribe standards by which savings banks must retain records and may destroy those records. Liability may not accrue against the savings bank, the division or this state for destruction of records according to rules of the division promulgated under this subsection. In an action in which records of the savings bank may be called in question or demanded, a showing of compliance with the division’s standards shall be sufficient to excuse any inability to produce the records.

214.75(5) (5) 

214.75(5)(a) (a) A savings bank may cause records kept by the savings bank to be recorded, copied or reproduced by any photostatic, photographic or miniature photographic process or by optical imaging if the process employed correctly, accurately and permanently copies, reproduces or forms a medium for copying, reproducing or recording the original record on a film or other durable material. A savings bank may thereafter dispose of the original record. This subsection is applicable to federal savings banks if it does not contravene federal law.

214.75(5)(b) (b) Any photographic, photostatic, or miniature photographic copy or reproduction or copy reproduced from a film record or any copy of a record generated by optical disc storage of a savings bank record shall be considered to be an original record for all purposes and shall be treated as an original record in all courts or administrative agencies for the purpose of its admissibility in evidence. A facsimile, exemplification, or certified copy of a photographic copy or reproduction, copy reproduced from a film record, or copy generated from optical disc storage of a record shall, for all purposes, be considered to be a facsimile, exemplification, or certified copy of the original record.

214.75 History History: 1991 a. 221, 280; 1995 a. 27; 2013 a. 277; 2015 a. 196.

214.75 Cross-reference Cross-reference: See also ch. DFI-SB 6, Wis. adm. code.

214.755 214.755 Disclosure of examination reports and other records.

214.755(1) (1) Employees of the division and members of the review board may not disclose information gathered by examination of or obtained through reports from a savings bank or from a state or federal financial institution regulatory authority except to any of the following:

214.755(1)(a) (a) Directors, officers or employees of the savings bank if required to administer this chapter.

214.755(1)(b) (b) A state or federal financial institution regulatory authority if the regulatory authority agrees to keep the information confidential.

214.755(1)(c) (c) A court, or law enforcement or prosecutorial agencies for use in investigating or prosecuting a crime involving that information.

214.755(1)(d) (d) The savings bank’s independent certified public accountants.

214.755(1)(e) (e) The savings bank’s deposit insurance corporation.

214.755(1)(f) (f) A federal home loan bank if the federal home loan bank agrees to keep the information confidential.

214.755(1m) (1m) The officers or employees of a savings bank may not disclose the contents of an examination report except to any of the following:

214.755(1m)(a) (a) A court, or law enforcement or prosecutorial agencies for use in investigating or prosecuting a crime involving the contents of the report.

214.755(1m)(b) (b) The savings bank’s attorneys, independent certified public accountants or other professional advisers.

214.755(1m)(c) (c) The savings bank’s deposit insurance corporation.

214.755(2) (2) An individual who violates sub. (1) or (1m) shall forfeit his or her office or position.

214.755 History History: 1991 a. 221; 1995 a. 27, 103; 2017 a. 340.

214.76 214.76 Annual audit requirement.

214.76(1) (1) Except as provided in sub. (2), the board of directors of a savings bank shall hire a certified public accountant licensed or certified under ch. 442 or other qualified person to conduct a comprehensive annual audit of the records, accounts, and affairs of the savings bank.

214.76(2) (2) The board of directors of a savings bank may appoint an auditing committee of one or more capable persons to annually audit the records, accounts, and cash of the savings bank and to verify customer accounts. Verification procedures shall be conducted according to the savings bank’s auditing program or the rules of the division.

214.76(3) (3) Audit reports under this section shall be submitted to the savings bank’s board of directors and retained as records of the savings bank.

214.76 History History: 1991 a. 221, 315; 1995 a. 27, 325; 2001 a. 16; 2011 a. 182.

214.765 214.765 Unsafe and unsound practices; orders of prohibition and removal.

214.765(1) (1) A violation of subch. VI or VII or s. 214.34, 214.59 or 214.76, or the failure to comply with recommendations of an examination report of the division within 60 days after the date of issuance of the report or within any other period the division specifies, shall be considered an unsafe and unsound practice and creates an unsafe and unsound condition in the savings bank. A savings bank or a person affiliated with a savings bank who violates these provisions shall be subject to a forfeiture under s. 214.935 and to other enforcement powers of the division under this subchapter, subch. XII and rules of the division.

214.765(2) (2) Continued violation of any provision in sub. (1) after the division issues an order to correct shall subject the members of the board of directors of the savings bank to removal from the board and to a permanent order of prohibition under s. 214.91.

214.765(3) (3) The division shall promulgate rules to implement this section.

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

214.765 Cross-reference Cross-reference: See also s. DFI-SB 2.04, Wis. adm. code.

214.772 214.772 Foreign savings banks.

214.772(1) (1) In this section, “foreign savings bank” means a savings bank organized under the laws of another state or territory. “Foreign savings bank” does not include a federal savings bank.

214.772(2) (2) A foreign savings bank is doing business in this state if it accepts funds for deposit accounts in this state, takes loan applications in this state in the regular course of business or otherwise engages in any activity which would, if engaged in by a domestic entity, require that entity to be organized under this chapter as a savings bank. A foreign savings bank is not considered to be doing business in this state solely because it does one or more of the following:

214.772(2)(a) (a) Makes a mortgage loan in this state, purchases a loan secured by real property located in this state or otherwise acquires an interest in real property located in this state.

214.772(2)(b) (b) Holds or disposes of any interest in real property located in this state.

214.772(2)(c) (c) Pursues its rights or remedies in this state as the owner of real estate or under the terms of a real estate mortgage or similar security interest.

214.772(2)(d) (d) Advertises in this state.

214.772(3) (3) The activities in this state that a foreign savings bank may engage in are limited to those activities that a savings bank may engage in, and are subject to the laws of this state to the same extent as those activities conducted by a savings bank. A foreign savings bank may not do business in this state without a certificate of authority issued under this section.

214.772(4) (4) 

214.772(4)(a) (a) An application by a foreign savings bank for a certificate of authority to do business in this state shall be accompanied by a nonrefundable $500 application fee and shall contain all of the following:

214.772(4)(a)1. 1. A certified copy of the foreign savings bank’s articles of incorporation and bylaws.

214.772(4)(a)2. 2. The name and address of the person in this state who will serve as the foreign savings bank’s agent under sub. (6).

214.772(4)(a)3. 3. Satisfactory evidence that the foreign savings bank is in good standing with the regulatory authority responsible for its supervision in the jurisdiction in which the foreign savings bank is organized.

214.772(4)(a)4. 4. Satisfactory evidence of insurance by a deposit insurance corporation.

214.772(4)(a)5. 5. Any other information the division requires.

214.772(4)(b) (b) Upon receipt of a completed application and the required fee, the division may issue a certificate of authority. The certificate of authority may be subject to specific conditions that the division believes necessary to adequately safeguard the interests of the residents of this state. The division may not issue a certificate of authority to do business in this state unless all of the following conditions are met:

214.772(4)(b)1. 1. The foreign savings bank is in sound financial condition and entitled to public confidence, and the division is satisfied that the foreign savings bank will conduct its business in this state in accordance with the laws of this state.

214.772(4)(b)2. 2. The deposit accounts of the foreign savings bank are insured by a deposit insurance corporation.

214.772(4)(c) (c) The division may revoke a certificate of authority issued under this section if any of the following occurs:

214.772(4)(c)1. 1. The foreign savings bank fails to conduct its business in this state in accordance with the laws of this state.

214.772(4)(c)2. 2. The foreign savings bank refuses to permit the division to conduct an examination, or fails to pay applicable fees.

214.772(4)(c)3. 3. The division determines that the foreign savings bank is in an unsafe condition or that its continued operation in this state is otherwise inconsistent with the best interests of the residents of this state.

214.772(5) (5) A foreign savings bank doing business in this state shall be examined by the division as provided under s. 214.725, audited under s. 214.76 and assessed fees as provided under s. 214.715 (1) (h), together with any out-of-state travel expenses incurred in the course of an examination. The division may accept an examination to the extent permitted under s. 214.725 (1) (b) and, in lieu of the requirement under s. 214.76 (1), may accept all or part of an audit prepared on behalf of the regulatory authority responsible for the supervision of the foreign savings bank in the jurisdiction in which the foreign savings bank is organized.

214.772(6) (6) A foreign savings bank doing business in this state shall maintain on file with the division the name and address of a person in this state who is authorized to receive legal process on behalf of the foreign savings bank. The division shall maintain a current record of each person so designated. The record of the division shall be conclusive evidence of the authority of the person whose name appears in the record to receive process on behalf of the foreign savings bank.

214.772(7) (7) If the laws of another jurisdiction prohibit a savings bank from doing business in that jurisdiction, a foreign savings bank organized under the laws of that jurisdiction may not be authorized to do business in this state. If the laws of another jurisdiction require the posting of securities or impose other additional requirements as a condition of permitting a savings bank to do business in that jurisdiction, the division may impose similar requirements on a foreign savings bank organized under the laws of that jurisdiction before issuing the foreign savings bank a certificate of authority to do business in this state.

214.772 History History: 1991 a. 221; 1995 a. 27; 2003 a. 263; 2011 a. 182.

214.775 214.775 Procedure upon the impairment of capital. If the division finds from a report, examination or other source that a savings bank’s capital is impaired, the division may do any of the following:

214.775(1) (1) Direct the board of directors to do any of the following:

214.775(1)(a) (a) Require stockholders to contribute an amount at least sufficient to eliminate the impairment.

214.775(1)(b) (b) Reduce the amount of additional paid-in capital by at least the amount of the impairment and allocate the reduction to undivided profits or reserves to absorb the loss that created the impairment.

214.775(2) (2) Take custody of the savings bank under subch. XI, establish a conservatorship and proceed to merge, sell or otherwise dispose of the savings bank in a manner that will remove the capital impairment, remove operating losses and restore compliance with capital requirements.

214.775(3) (3) Declare the stock worthless and order the directors to cancel the stock or order the directors to sell, merge or otherwise restructure the savings bank in a manner that will remove the capital impairment, eliminate operating losses and restore compliance with capital requirements.

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

214.78 214.78 Review board.

214.78(1) (1) The review board shall do all of the following:

214.78(1)(a) (a) Advise the division on matters related to this chapter.

214.78(1)(b) (b) Review the acts, orders and determinations of the division.

214.78(1)(c) (c) Act on matters pertaining to this chapter that may be submitted to it by the division.