Chapter 214

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.

214.78(1)(d) (d) Perform other review functions relating to this chapter.

214.78(1)(e) (e) Conduct hearings and take testimony, and subpoena and swear witnesses at such hearings. The review board shall have the subpoena powers under s. 885.01 (4).

214.78(2) (2) An interested party may appear at a proceeding of the review board and may participate in the examination of witnesses and present evidence.

214.78(3) (3) A person who subpoenaes a witness shall advance the fees and mileage of the witness. Witness fees shall be the same as fees under s. 814.67 (1) (b) and (c). The fees of witnesses who are called by the review board in the interests of the state shall be paid by the state upon presentation of proper vouchers approved by the chairperson of the review board and charged to the appropriation under s. 20.144 (1) (g).

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

214.78 Cross-reference Cross-reference: See also ch. DFI-SB 20, Wis. adm. code.

214.785 214.785 Review of acts, orders or determinations.

214.785(1) (1) Any interested person or a savings bank aggrieved by any act, order or determination of the division, which relates to savings banks may, within 20 days after receipt or service of a copy of the act, order or determination, file a written notice requesting the review board’s review of the division’s act, order or determination. The sole review of the division’s decision shall be to determine if the division acted within the scope of the division’s authority, has not acted in an arbitrary or capricious manner and that the act, order or determination of the division is supported by substantial evidence in view of the entire record as submitted. The review of applications for new savings banks, branch offices or relocation of offices shall be based exclusively on the record and new evidence may not be taken by the review board. Applications under this subsection shall be considered and disposed of as speedily as possible.

214.785(2) (2) A determination of the review board shall be subject to review under ch. 227. If an act, order or determination of the division is reversed or modified by the review board, the division shall be considered to be a person aggrieved and directly affected by the decision under s. 227.53 (1).

214.785(3) (3) A member of the review board may not act on any matter involving a savings bank or savings bank holding company of which the member is an officer, director, employee or agent.

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

214.785 Cross-reference Cross-reference: See also ch. DFI-SB 20, Wis. adm. code.

subch. XI of ch. 214 SUBCHAPTER XI

CUSTODY AND CONSERVATORSHIP

214.82 214.82 Division’s authority to take custody and appoint a conservator or a receiver.

214.82(1) (1) The division may take custody of and appoint a conservator for the property, liabilities, books, records, business and assets of a savings bank for any of the purposes under s. 214.825 if any of the following conditions exists:

214.82(1)(a) (a) The savings bank fails to produce an annual audit report, after receiving 2 requests for the report from the division.

214.82(1)(b) (b) The savings bank’s books and records, after at least 2 consecutive notices from the division spanning at least 2 consecutive calendar quarters, are in an inaccurate and incomplete condition to the extent that the division is unable to determine the financial condition of the savings bank or the details or purpose of any transaction that may materially affect the savings bank’s financial condition.

214.82(1)(c) (c) The savings bank fails to meet its capital requirement and may not meet its requirements or restore its capital without assistance from its deposit insurance corporation.

214.82(1)(d) (d) The savings bank is insolvent in that its assets are less than its obligations to its creditors, including its depositors.

214.82(1)(e) (e) The savings bank has experienced substantial dissipation of assets due to a violation of a state or federal law, regulation, rule or order of the division or due to any unsafe or unsound practice.

214.82(1)(f) (f) There is a likelihood that the savings bank will not be able to meet the demands of its depositors or pay its obligations in the normal course of business.

214.82(1)(g) (g) Losses have occurred or are likely to occur that have or will deplete all or substantially all of the savings bank’s capital and that there is no reasonable prospect for restoring its capital without federal assistance.

214.82(1)(h) (h) The savings bank or its officers, directors or employees are violating a state or federal law, regulation, rule or supervisory order of the division or of another regulatory authority.

214.82(1)(i) (i) The savings bank is in an unsafe or unsound condition likely to cause insolvency or a substantial dissipation of assets or earnings that will weaken the condition of the savings bank and will prejudice the interests of its depositors.

214.82(1)(j) (j) The directors, officers, trustees or liquidators have neglected, failed or refused to take any action that the division considers necessary for the protection of the savings bank, including production of an annual audit report after 2 requests were made, have continued to maintain the savings bank’s books and records in an inaccurate and incomplete condition for 2 consecutive quarters after 2 notices from the division or have impeded or obstructed an examination.

214.82(1)(k) (k) The deposit accounts of the savings bank are impaired to the extent that the realizable value of its assets is insufficient to pay in full its creditors and deposit accounts holders or meet its obligations in the normal course of business or that its stock is impaired.

214.82(1)(L) (L) The savings bank is unable to continue operation.

214.82(1)(m) (m) The business of the savings bank or savings bank in liquidation is being conducted in a fraudulent, illegal or unsafe or unsound manner.

214.82(1)(n) (n) The officers, employees, trustees or liquidators assume duties or perform acts without providing a bond.

214.82(2) (2) The division may postpone taking custody of a savings bank pending a satisfactory resolution of the condition permitting custody as suggested by the deposit insurance corporation, if the savings bank has sufficient liquidity and has adopted and implemented an operating plan considered prudent by the division.

214.82(3) (3) The division shall promulgate rules to govern the determination of a need for a conservator, the selection and appointment of a conservator and the conduct of a conservatorship, including allocation of the payment of costs.

214.82 History History: 1991 a. 221, 315; 1995 a. 27; 2011 a. 182.

214.825 214.825 Purposes of taking custody. The purposes of taking custody of a savings bank may include examination; production of an audit report or audited financial statement; reconstruction of books and records; conservation of assets; restoration of impaired capital; the making of any necessary or equitable adjustment, including changes in officers and management, considered necessary by the division under any plan of reorganization or liquidation; restructuring of the savings bank through a merger or formation of an interim institution; establishment of a conservatorship to operate and manage a savings bank as an ongoing concern until the grounds for custody and conservatorship are remedied; or the maturing of an obligation of the deposit insurance corporation.

214.825 History History: 1991 a. 221; 1995 a. 27; 1997 a. 35; 2011 a. 182.

214.83 214.83 Division’s powers during custody. During the period in which the division has custody of a savings bank, the division shall have all powers necessary to accomplish the purposes of custody of the savings bank and the authority to call meetings of the members, stockholders, former officers and directors, liquidators or trustees to consider and act upon matters considered by the division to be of sufficient importance to obtain the views of those persons.

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

214.835 214.835 Custody of savings banks. If the division takes custody of a savings bank, in addition to powers conferred under ss. 214.825 and 214.83, the division may do any of the following:

214.835(1) (1) Notify the deposit insurance corporation of the custody and the reasons for that action, including a copy of the division’s report of examination and condition of the savings bank, and to appoint the deposit insurance corporation or its designee as receiver or conservator for the savings bank.

214.835(2) (2) Permit the deposit insurance corporation to submit any plan or proposal for the reorganization, merger or liquidation of the savings bank that it considers to be feasible.

214.835(3) (3) Determine and declare the savings bank to be in default, find from the division’s examination and from reports of the savings bank the amount of insured deposits and make any necessary orders that may be required for the purpose of making deposit insurance available to depositors.

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

214.84 214.84 Notice of custody; action to enjoin. On the date the division takes custody of a savings bank, the division shall provide by 1st class mail a written notice of that action to the president or secretary and to 2 or more directors of the savings bank or to 2 or more of the trustees of any trust or to 2 or more of the liquidators if the savings bank is in liquidation. If the parties receiving notice believe the division does not have authority to take custody, the savings bank, the directors or officers of the savings bank or the trustees or liquidators, within 20 days after the mailing of the notice, or within further periods of time as the division may extend up to an additional 60 days, may file a complaint in the circuit court of the county in which the savings bank is located to enjoin custody. The court shall require the division to show cause why custody should not be enjoined. If, upon hearing, the court finds that grounds do not exist for the division’s custody, it may enter an order enjoining further custody.

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

214.845 214.845 Segregation of collections during custody. All payments received on deposit accounts on depositors’ unpledged accounts during custody of the savings bank shall be segregated in a separate account until the savings bank is redelivered to the directors, trustees or liquidators or delivered to a conservator or receiver. A depositor whose payments have been segregated may request the return of those payments and the division shall repay them without interest or dividends. Before delivery of the savings bank or its assets to any trustee, liquidator, receiver or conservator, the division shall return the money segregated in the separate account.

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

214.85 214.85 Redelivery of possession. If, after examination of the savings bank and consideration of all conditions affecting its affairs, the division finds that the cause for taking custody has been removed, the division shall relinquish custody of the savings bank, remove any conservator appointed and redeliver the savings bank and all assets, books and records to its qualified directors, trustees or liquidators.

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

214.855 214.855 Limitations upon custody. The custody of a savings bank by the division, including a conservatorship, may be continued for a reasonable period not to exceed 12 months, unless a longer time period is approved by a vote of two-thirds of the directors of the savings bank or ordered by a court.

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

subch. XII of ch. 214 SUBCHAPTER XII