Chapter 215

215.36(7)(cr) (cr) The applicant has failed to propose to provide adequate and appropriate services required by the community reinvestment act of 1977 in the community in which the in-state savings and loans which the applicant proposes to acquire or in-state savings and loan holding company which the applicant proposes to acquire or merge with is located.

215.36(7)(ct) (ct) The applicant has failed to enter into an agreement prepared by the division to comply with laws and rules of this state regulating consumer credit finance charges and other charges and related disclosure requirements, except to the extent preempted by federal law or regulation.

215.36(7)(d) (d) Any of the conditions under sub. (5) (a), (c), (d), (e) or (f) has not been met.

215.36(7)(e) (e) The applicant fails to meet any other standards established by rule of the division.

215.36(8) (8) Exception. This section does not prevent a regional savings and loan or regional savings and loan holding company from acquiring voting shares of one or more in-state savings and loans or savings and loan holding companies, subject to the limitations of 12 USC 1730a except that the standard for control in 12 USC 1730a (a) (2) shall be 10 percent rather than 25 percent.

215.36(8m) (8m) Branching not limited. This section does not limit branching authority under s. 215.13 (39).

215.36(9) (9) Applicability.

215.36(9)(a) (a) Subsections (1) to (7) do not apply prior to January 1, 1987, except that the division may promulgate rules under sub. (7) (e) to be applicable no earlier than the date that subs. (1) to (7) apply.

215.36(9)(b) (b) Subsections (1) to (7) apply as of the date, not earlier than January 1, 1987, that 3 regional states, at least 2 of which shall be from among the states of Illinois, Indiana, Iowa, Michigan and Minnesota, permit in-state savings and loan holding companies both to acquire one or more regional savings and loans and to acquire and merge with one or more regional savings and loan holding companies in those regional states.

215.36(10) (10) When invalidated.

215.36(10)(a) (a) Except as provided in par. (b), if any part of subs. (1) to (7) is held to be unconstitutional, then all of subs. (1) to (7) shall be invalid.

215.36(10)(b) (b) If any part of subs. (1) to (7) is held to be unconstitutional with respect to a savings and loan holding company, as defined under 12 USC 1730 (a), subs. (1) to (7) shall remain in effect with respect to in-state savings and loans and regional savings and loans.

215.36(11) (11) Divestiture. Any savings and loan holding company that ceases to be an in-state savings and loan holding company or regional savings and loan holding company shall immediately notify the division of the change in its status and shall, as soon as practical and, in any case, within 2 years after the event causing it to no longer be one of these entities, divest itself of control of all in-state savings and loans and in-state savings and loan holding companies. A savings and loan holding company that fails to immediately notify the division is liable for a forfeiture of $500 for each day beginning with the day its status changes and ending with the day notification is received by the division.

215.36 History History: 1985 a. 325, 332; 1989 a. 242; 1995 a. 27, 104.

215.36 Cross-reference Cross-reference: See also ch. DFI-SL 19, Wis. adm. code.

subch. II of ch. 215 SUBCHAPTER II

MUTUAL SAVINGS AND LOAN ASSOCIATIONS;
ORGANIZATION AND MANAGEMENT

215.40 215.40 Incorporation of a mutual savings and loan association.

215.40(1) (1) Use of name.

215.40(1)(a) (a) A corporation organized under this subchapter shall be known as a mutual savings and loan association. The words “savings and loan association” or “savings association” shall form part of the name of every mutual association so organized.

215.40(1)(b) (b) No corporation other than a corporation organized under this subchapter or subch. III may use a name embodying those words. No association may adopt a name identical to that of any other association or so similar to an existing association name as to be misleading.

215.40(1)(c) (c) An association shall include the word “savings” in its name if its name includes the word “bank”. This paragraph does not apply to an association name if the association obtained approval for use of the name from the division before February 12, 1992.

215.40(2) (2) Minimum membership and savings accounts. The division shall determine:

215.40(2)(a) (a) The minimum number of persons required to organize a mutual savings and loan association in any locality.

215.40(2)(b) (b) The aggregate minimum amount of savings accounts to be paid into the association by persons subscribing for savings accounts.

215.40(2)(c) (c) The length of time for which the incorporators shall guarantee or pay the association’s operating expenses.

215.40(2)(d) (d) Such other requirements as the division deems necessary or desirable.

215.40(3) (3) Who may organize. Adult citizens of this state, hereinafter referred to as incorporators, desiring to organize a mutual association under this section shall make application to the division as prescribed on forms furnished by the division.

215.40(4) (4) Application to organize a mutual association. The application to organize a mutual association shall be in duplicate and shall set forth:

215.40(4)(a) (a) The name of the proposed association.

215.40(4)(b) (b) The location of the proposed association.

215.40(4)(c) (c) The full name, residence and occupation of each incorporator.

215.40(4)(d) (d) The need of an association in the locality in which the proposed association intends to locate.

215.40(4)(e) (e) Such other information as the division requires.

215.40(5) (5) Application fee. The applicants shall pay to the division $200 to defray the cost of investigation, which sum shall be deposited into the general fund to the credit of the division.

215.40(6) (6) Expense fund.

215.40(6)(a) (a) Along with the application, the incorporators shall file an agreement with the division that, in addition to their initial savings account subscriptions, they will create an expense fund in an amount not less than one-half of the total minimum required amount of savings accounts. The expense fund is for organization expenses, operating deficits, earnings distributions on savings accounts and losses.

215.40(6)(b) (b) This expense fund shall become a part of the assets of the proposed association if the division approves the application and will be reflected on the books as a liability under the caption “Subsidy by incorporators.”

215.40(6)(c) (c) If the income of a period is insufficient to pay expenses or pay a competitive rate of earnings, appropriate charges shall be made to the expense fund account.

215.40(6)(d) (d) At the end of 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 subsidy by directors. If the division determines that the operations of the association at that point are of such degree as to enable the association to operate as an independent institution, requiring no further subsidy, the division may authorize such repayment.

215.40(6)(e) (e) At the end of the 4th year, and each subsequent year, the board of directors of the association 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 by incorporators. The division may approve or deny the petition for recovery payments. In no event shall refunds of this type exceed the total of the charges made to the expense fund account by incorporators.

215.40(6)(f) (f) The contributions made to the expense fund shall be noninterest bearing.

215.40(7) (7) Notice of applications; hearings.

215.40(7)(a) (a) Within 30 days after receiving a completed application the division shall furnish a notice of application to the applicant and to each association authorized to operate an office within 4 miles of the proposed office if the office is to be located in Milwaukee County, or 20 miles of the proposed office if located elsewhere. The notice shall describe the location and nature of the proposed office and shall solicit written comments on the application. If a hearing on the application has been scheduled the notice shall also indicate the time and place of the hearing. If not, the notice shall notify interested persons of their right to request a hearing under par. (b) 2. The applicant shall publish the notice of application as a class 3 notice under ch. 985 in the city, town or village where the office is to be located and shall provide the division with proof of its publication.

215.40(7)(b) (b) The division shall conduct a public hearing on the application if any of the following occur:

215.40(7)(b)1. 1. The applicant requests a hearing at the time of filing;

215.40(7)(b)2. 2. Within 3 days after publication of the notice of application any person planning to participate in a hearing on the application files with the division a request for hearing; or

215.40(7)(b)3. 3. The division determines that a hearing will be necessary or useful.

215.40(7)(c) (c) If a hearing date was 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 applicant and to anyone who has requested a hearing, not later than 10 days in advance of the scheduled hearing.

215.40(8) (8) Certification of authority, when issued. If the application is approved, the division shall issue to the incorporators a certificate of authority to effect a temporary organization, consisting of a chairperson, a secretary and a treasurer; to execute and file articles of incorporation; to adopt and file bylaws; to adopt rules for the procedure of the incorporators; to conduct the first meeting of members; and to open subscription books for savings accounts.

215.40(9) (9) Powers of incorporators. The incorporators shall, until the completion of the organization, exercise such other powers as are conferred upon the incorporators of other corporations so far as such powers are not in conflict with this chapter.

215.40(10) (10) Surety bond of officers. The incorporators shall require a surety bond in a suitable amount from the treasurer and other officers who may handle funds of the temporary organization.

215.40(11) (11) Certificate of authority, when voided. The certificate of authority shall be void after 90 days from its date, but the division may for cause, after a hearing, extend the life of such certificate for such time as the division deems advisable.

215.40(12) (12) Compensation for organizing prohibited.

215.40(12)(a) (a) No person may directly or indirectly receive or contract to receive any commission, salary, compensation, bonus, rights or privileges for organizing the association, or for securing a subscription for the original savings accounts of the association.

215.40(12)(b) (b) This subsection does not prohibit an attorney from receiving reasonable compensation for legal services in connection therewith, after the association has been granted a certificate of incorporation.

215.40(12)(c) (c) Whoever violates this subsection shall forfeit to the state $1,000 for each violation, and in addition double the amount of the violator’s commission, salary, compensation or bonus.

215.40(13) (13) Certificate of compliance.

215.40(13)(a) (a) Within the time prescribed in sub. (11), the incorporators shall file with the division a certificate stating:

215.40(13)(a)1. 1. That articles of incorporation have been executed, filed with and approved by the division, and recorded; and

215.40(13)(a)2. 2. That the first meeting of members was held and that directors and officers were elected at such meeting; and

215.40(13)(a)3. 3. That bylaws were adopted at the first meeting of members and filed with and approved by the division; and

215.40(13)(a)4. 4. That the minimum number of required savers was obtained, and that said savers, in the aggregate, paid to the association the required initial amount of savings accounts; and

215.40(13)(a)5. 5. That funds, representing the initial amount of savings accounts, have been deposited in the association’s designated depository bank; and

215.40(13)(a)6. 6. That the incorporators, in accordance with the requirement of sub. (6), paid to the association the moneys for an expense fund; and

215.40(13)(a)7. 7. That the moneys, representing the expense fund, have been deposited in the association’s designated depository bank; and

215.40(13)(a)8. 8. That ground floor, independent office quarters have been obtained for the proposed association; and

215.40(13)(a)9. 9. That necessary action has been taken to obtain insurance of savings accounts from the deposit insurance corporation or other instrumentality approved by the division.

215.40(13)(b) (b) No business, other than that of completing the organization of the proposed association, may be transacted until such time as the division issues a certificate of incorporation to the association to commence business.

215.40(14) (14) Certificate of incorporation, when issued. Upon receipt of the certificate of compliance from the incorporators, the division may within 30 days issue a certificate of incorporation to the association authorizing the association to commence business. The date appearing on the certificate of incorporation shall be the date of the corporate existence of the association.

215.40(15) (15) Fee for certificate of incorporation. The incorporators shall pay to the division a fee of $50 for the certificate of incorporation, which sum shall be deposited into the general fund to the credit of the division.

215.40(16) (16) Certificate of incorporation, when voided. Any association failing to commence business within one year from the date of the certificate of incorporation shall have its corporate existence terminated, and its articles of incorporation and certificate of incorporation shall be void.

215.40(17) (17) Discretionary authority. The division shall have discretionary power in the granting of certificates of authority to incorporators desiring to organize such associations. The division may also refuse to issue certificates of incorporation to the incorporators to commence business when, in the division’s opinion, the incorporators or any of them are not of such character and general fitness as to warrant belief that the association will be conducted for the best interest of its members; the location of the association is so close to an existing association that its business might be interfered with and the support of the new association would not be such as to assure its success; or when other good and sufficient reasons exist for such refusal.

215.40(18) (18) Appeal by applicants after being denied certificate of authority. If the division refuses to grant a certificate of authority to organize an association, and the applicants feel aggrieved thereby, they may appeal to the review board to review the division’s determination under s. 215.04 (1) (b) and (4).

215.40 History History: 1971 c. 229; 1975 c. 359 s. 10; 1975 c. 421; Stats. 1975 s. 215.40; 1977 c. 140; 1979 c. 110 ss. 35, 60 (11); 1983 a. 167; 1991 a. 221, 316; 1993 a. 184; 1995 a. 27, 104; 2003 a. 33.

215.40 Cross-reference Cross-reference: See also ch. DFI-SL 18, Wis. adm. code.

215.41 215.41 Articles of incorporation for mutual associations.

215.41(1) (1) Form. The articles of incorporation of a mutual association shall be approved by the division. The division shall, with the approval of the review board, promulgate rules governing articles of incorporation.

215.41(2) (2) Filing and approval. Duplicate originals of the articles of incorporation executed by the incorporators, and any subsequent amendments thereto adopted by the members of the association, shall be filed with and approved by the division.

215.41(3) (3) Recording. Upon their approval by the division, articles of incorporation and amendments thereto shall be recorded in the office of the register of deeds of the county in which the home office of the association is located.

215.41(4) (4) Amendment procedure. Amendments to the articles of incorporation may be made at any annual or special meeting of the members duly 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 upon receiving the affirmative vote of a majority of the total eligible votes thereon, pursuant to s. 215.43 (4).

215.41(5) (5) Effective date. The effective date of articles of incorporation and amendments thereto shall be the date when left for record in the office of the register of deeds. The register of deeds shall forward a certificate of recording to the division.

215.41 History History: 1975 c. 359 s. 8; Stats. 1975 s. 215.41; 1979 c. 287; 1983 a. 167 ss. 54, 112; 1991 a. 316; 1995 a. 27.

215.41 Cross-reference Cross-reference: See also ss. DFI-SL 9.01 and 9.04, Wis. adm. code.

215.42 215.42 Bylaws of mutual associations.

215.42(1) (1) Form. The bylaws of a mutual association shall be approved by the division. The division shall, with the approval of the review board, promulgate rules governing bylaws.

215.42(2) (2) Filings and approval. Duplicate originals of the bylaws and any subsequent amendments thereto shall be filed with and approved by the division.

215.42(3) (3) Effective date. The effective date of bylaws and amendments thereto shall be the date when approved by the division.

215.42(4) (4) Bylaws available to members. Each association shall have its bylaws prepared in convenient form and upon request shall furnish a copy to any member.