Chapter 215

215.517(2) (2) Regardless of the existence of an additional right under sub. (1), the mutual association may not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses unless it is determined by or on behalf of the mutual association that the director or officer did not breach or fail to perform a duty he or she owes to the mutual association which constitutes conduct under s. 215.513 (2) (a) 1., 2., 3. or 4. A director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.

215.517(3) (3) Sections 215.512 to 215.521 do not affect a mutual association’s power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances:

215.517(3)(a) (a) As a witness in a proceeding to which he or she is not a party.

215.517(3)(b) (b) As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer of the mutual association.

215.517 History History: 1987 a. 13.

215.518 215.518 Court-ordered indemnification.

215.518(1) (1) Except as provided otherwise by written agreement between the director or officer and the mutual association, a director or officer who is a party to a proceeding may apply for indemnification to the court conducting the proceeding or to another court of competent jurisdiction. Application shall be made for an initial determination by the court under s. 215.514 (5) or for review by the court of an adverse determination under s. 215.514 (1), (2), (3), (4) or (6). After receipt of an application, the court shall give any notice it considers necessary.

215.518(2) (2) The court shall order indemnification if it determines any of the following:

215.518(2)(a) (a) That the director or officer is entitled to indemnification under s. 215.513 (1) or (2). If the court also determines that the mutual association unreasonably refused the director’s or officer’s request for indemnification, the court shall order the mutual association to pay the director’s or officer’s reasonable expenses incurred to obtain the court-ordered indemnification.

215.518(2)(b) (b) That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under s. 215.513 (2).

215.518 History History: 1987 a. 13.

215.519 215.519 Indemnification and allowance of expenses of employees and agents. A mutual association may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer to the extent provided by the articles of incorporation or bylaws, by general or specific action of the board or by contract.

215.519 History History: 1987 a. 13.

215.521 215.521 Insurance. A mutual association may purchase and maintain insurance on behalf of an individual who is an employee, agent, director or officer of the mutual association against liability asserted against and incurred by the individual in his or her capacity as an employee, agent, director or officer, or arising from his or her status as an employee, agent, director or officer, regardless of whether the mutual association is required or authorized to indemnify or allow expenses to the individual against the same liability under ss. 215.513, 215.515, 215.517 and 215.519.

215.521 History History: 1987 a. 13.

215.523 215.523 Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer of a mutual association organized under this subchapter may, in discharging his or her duties to the mutual association, rely on information, opinions, reports or statements, any of which may be written or oral, formal or informal, including financial statements and other financial data, if prepared or presented by any of the following:

215.523(1) (1) An officer or employee of the mutual association whom the director or officer believes in good faith to be reliable and competent in the matters presented.

215.523(2) (2) Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters the director or officer believes in good faith are within the person’s professional or expert competence.

215.523(3) (3) In the case of reliance by a director, a committee of the board of which the director is not a member if the director believes in good faith that the committee merits confidence.

215.523 History History: 1987 a. 13; 2001 a. 16.

215.524 215.524 Consideration of interests in addition to members’ interests. In discharging his or her duties to a mutual association organized under this subchapter and in determining what he or she believes to be in the best interests of the mutual association, a director or officer may, in addition to considering the effects of any action on members, consider the following:

215.524(1) (1) The effects of the action on employees, suppliers and customers of the mutual association.

215.524(2) (2) The effects of the action on communities in which the mutual association operates.

215.524(3) (3) Any other factors the director or officer considers pertinent.

215.524 History History: 1987 a. 13.

215.525 215.525 Limited liability of directors and officers.

215.525(1) (1) Except as provided in subs. (2) and (3), a director or officer of a mutual association organized under this subchapter is not liable to the mutual association, its members or creditors, or any person asserting rights on behalf of the mutual association, its members or creditors, or any other person, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director or officer, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:

215.525(1)(a) (a) A willful failure to deal fairly with the mutual association or its members in connection with a matter in which the director or officer has a material conflict of interest.

215.525(1)(b) (b) A violation of criminal law, unless the director or officer had reasonable cause to believe his or her conduct was lawful or no reasonable cause to believe his or her conduct was unlawful.

215.525(1)(c) (c) A transaction from which the director or officer derived an improper personal profit.

215.525(1)(d) (d) Willful misconduct.

215.525(2) (2) Except as provided in sub. (3), this section does not apply to any of the following:

215.525(2)(a) (a) A proceeding brought against a director or officer under s. 215.02 (10) or (15), 215.12 or 215.21 (21).

215.525(2)(b) (b) A civil or criminal proceeding, other than a proceeding described under par. (a), brought by or on behalf of any governmental unit, authority or agency.

215.525(2)(c) (c) A proceeding brought by any person for a violation of state or federal law where the proceeding is brought pursuant to an express private right of action created by state or federal statute.

215.525(3) (3) Subsection (2) (b) and (c) does not apply to a proceeding brought by a governmental unit, authority or agency in its capacity as a private party or contractor.

215.525 History History: 1987 a. 13.

215.525 Annotation Cooperative indemnification. La Rowe and Weine. WBB Sept. 1988.

215.528 215.528 General operation of a mutual association. The general operations of a mutual savings and loan association shall comply with this subchapter and the applicable provisions of subch. I.

215.528 History History: 1975 c. 359; 1987 a. 13 s. 26s; Stats. 1987 s. 215.528.

215.53 215.53 Absorption involving mutual associations.

215.53(1) (1) Conditions precedent.

215.53(1)(a) (a) With the consent of the division and subject to any condition that the division prescribes, a mutual association organized under this chapter may, by an affirmative vote of at least two-thirds of the board of each institution, do any of the following:

215.53(1)(a)1. 1. Absorb or be absorbed by any thrift institution.

215.53(1)(a)4. 4. Absorb a mutual savings and loan holding company or mutual savings bank holding company under a plan, approved by the division, that provides that the mutual savings and loan holding company or mutual savings bank holding company ceases to engage in activities that the absorbing association may not engage in and that provides that stock in a subsidiary association that is not held by the absorbed mutual savings and loan holding company or mutual savings bank holding company is redeemed.

215.53(1)(b) (b) The absorbed thrift institution, mutual savings and loan holding company or mutual savings bank holding company shall transfer its assets and liabilities to the absorbing thrift institution but not to defeat or defraud creditors.

215.53(2) (2) Effect of absorption.

215.53(2)(a) (a) All the rights, franchises and property interests of the absorbed thrift institution or, subject to sub. (1) (a) 4., of the absorbed mutual savings and loan holding company or mutual savings bank holding company shall be deemed to be transferred to the absorbing thrift institution, which shall hold and enjoy same and all rights of property, franchises and interest in the same manner and to the same extent as was held and enjoyed by the absorbed thrift institution, mutual savings and loan holding company or mutual savings bank holding company. Except as provided in s. 215.01 (17), the savers of the absorbed thrift institution or of a subsidiary of an absorbed mutual savings and loan holding company or mutual savings bank holding company shall be members of the absorbing thrift institution or, if the absorbing thrift institution is a subsidiary of a mutual savings and loan holding company, members of the mutual savings and loan holding company, and possess and be subject to all rights, privileges and duties as provided in the bylaws of the absorbing thrift institution or mutual savings and loan holding company.

215.53(2)(b) (b) Stockholders of a thrift institution absorbed under this section may be compensated by converting the shares of the absorbed thrift institution into, in whole or in part: obligations or other securities of the absorbing thrift institution or shares, obligations or other securities of any other thrift institution or corporation; or cash or other thing of value.

215.53(3) (3) Withdrawal requests. Any saver in an absorbed thrift institution or in a subsidiary of an absorbed mutual savings and loan holding company or mutual savings bank holding company, who intends to file a written withdrawal request for savings accounts within one year after the date of approval of such absorption by the division, may do so by giving 90 days’ written notice of such intention, and the savings accounts shall be withdrawn as provided in s. 215.17. Any person who has filed such written withdrawal request shall remain a member and be subject to all rights, privileges and duties under this chapter and the bylaws and the rules and regulations of the absorbing thrift institution or, if the absorbing thrift institution is a subsidiary of a mutual savings and loan holding company, of the mutual savings and loan holding company, until the withdrawal value of the savings accounts has been paid to the person.

215.53 History History: 1971 c. 229; 1975 c. 359 s. 38; 1975 c. 421; Stats. 1975 s. 215.53; 1983 a. 167, 538; 1989 a. 242; 1991 a. 221, 315; 1995 a. 27, 104.

215.56 215.56 Voluntary liquidation of a mutual association.

215.56(1) (1) Procedure for voluntary liquidation.

215.56(1)(a) (a) A mutual association may go into liquidation by a majority vote of the dollar value of the outstanding savings accounts at a members’ meeting held especially for that purpose, after 30 days’ notice to each saver.

215.56(1)(b) (b) When an association has voted to liquidate, the board shall cause notice of this fact to be:

215.56(1)(b)1. 1. Certified to the division under the seal of the association by its president and secretary;

215.56(1)(b)2. 2. Published as a class 3 notice, under ch. 985, in each county in which an office of the association is located, calling on all persons who have claims against the association to present them to the association and make proof thereof at a specified place and time; and

215.56(1)(b)3. 3. Mailed to all persons who appear as creditors on its books.

215.56(2) (2) Period of liquidation. A mutual association so liquidating shall dispose of all its assets within 10 years from the date of liquidation, unless the division orders otherwise.

215.56(3) (3) Status of board of directors. The board shall remain a body corporate until the association is fully liquidated.

215.56(4) (4) Filling vacancies on board of directors. In case of a vacancy on the board, the remaining directors may fill the vacancy by electing a director from the association’s savers.

215.56(5) (5) Applicability of other sections. Any association so liquidating shall be subject to ss. 215.02 (16) and 215.03 the same as an association in actual operation.

215.56(6) (6) Resumption of business. Any mutual association in liquidation may with the approval of the division resume business upon conditions approved by the division.

215.56(7) (7) Disposition of funds.

215.56(7)(a) (a) Unclaimed liquidating dividends and all funds remaining unpaid in the hands of the association or its board of directors at or immediately prior to the date of final distribution, together with all final liquidating costs, shall be delivered by them to the division to be deposited by the division in one or more state banks, state savings banks or state-chartered savings and loan associations, to the credit of the division, in trust for the various members and creditors entitled thereto. The division shall include in the annual report under s. 215.02 (11) the names of the associations so liquidated and the sums of unclaimed and unpaid liquidating dividends and unclaimed funds with respect to each of them respectively, including a statement of interest or dividends earned upon the funds.

215.56(7)(b) (b) The division may:

215.56(7)(b)1. 1. Pay the moneys so held to the persons respectively entitled thereto, upon being furnished satisfactory evidence of their right to the same.

215.56(7)(b)2. 2. In case of doubt or conflicting claims, require an order of the circuit court authorizing and directing the payment of such moneys.

215.56(7)(b)3. 3. Apply the interest and dividends earned by the moneys so held toward defraying the expenses of the division.

215.56(8) (8) Reserved authority. This section shall not prohibit the division from proceeding against any association as provided in s. 215.32.

215.56 History History: 1971 c. 164; 1975 c. 359 s. 45; 1975 c. 421; Stats. 1975 s. 215.56; 1983 a. 167, 524, 538; 1991 a. 221; 1995 a. 27.

215.56 Cross-reference Cross-reference: See ch. 177 for disposition of unclaimed funds.

215.57 215.57 Jurisdictional conversion of mutual associations.

215.57(1) (1) Procedure to effect conversion. A state-chartered mutual association may convert itself into a federal association, and any federal mutual association may convert itself into a state-chartered association, as follows:

215.57(1)(a) (a) A meeting of the members shall be held upon not less than 10 days’ written notice to each member, served either personally or by mail, directed to the member at the member’s last-known post-office address, stating the time, place and purpose of such meeting.

215.57(1)(b) (b) At such meeting, by the affirmative vote, in person or by proxy, of not less than two-thirds of the dollar value of savings accounts of the association the members may by resolution declare to convert such association into a federal association or into a state-chartered association. A copy of the minutes of such meeting, verified by the affidavit of the chairperson and the secretary of the meeting, shall be filed with the division within 10 days after the meeting.

215.57(1)(c) (c) If the members vote to convert the association, the secretary shall, within 30 days after such meeting, serve notice on all members, either personally or by mail directed to them at their last-known post-office addresses. Within 30 days after service of the notice, any saver in the association may notify the association in writing that the saver desires to withdraw savings accounts. Each saver so notifying the association shall be entitled to the withdrawal value of the savings accounts, less any amount due the association.

215.57(1)(d) (d)

215.57(1)(d)1. 1. Within 6 months after the adjournment of a meeting to convert into a federal association, the association shall do what is necessary to make it a federal association. Within 10 days after the receipt of the federal charter, the association shall file with the division a copy of the federal charter certified by the deposit insurance corporation. Upon such filing the association shall cease to be a state-chartered association and shall thereafter be a federal association.

215.57(1)(d)2. 2. Within 6 months after the adjournment of a meeting of the members of a federal mutual association called for the purpose of converting the association into a state-chartered association, the division shall examine such association and shall determine the action necessary to qualify the converting federal mutual association for a state charter. Upon complying with the necessary requirements, a state charter shall be issued to such association.

215.57(2) (2) When state supervision ceases. When conversion from a state-chartered mutual association to a federal association becomes effective, the association shall cease to be supervised by this state.

215.57(3) (3) Corporate existence of association does not terminate upon conversion. Upon the conversion of any state-chartered mutual association into a federal association or vice versa, the corporate existence of the converting association shall not terminate, and the resulting association shall be a continuance of the converting association. All of the property and rights of the converted association shall by operation of law vest in the resulting association as of the time of the conversion, and all of its obligations become those of the resulting association. Actions and other judicial proceedings to which the converting association is a party may be prosecuted and defended as if the conversion had not been made.

215.57(4) (4) Approval required before conversion becomes effective. Before any such conversion of any association shall be final and in effect, the written approval of the division must be secured by such association.

215.57 History History: 1975 c. 359 s. 41; 1975 c. 421; Stats. 1975 s. 215.57; 1991 a. 316; 1993 a. 184; 1995 a. 27, 104.

215.57 Annotation Conversion from a federal-chartered association to a state-chartered association did not render moot an action to set aside a resolution of the federal home loan bank board authorizing the establishment of a branch office. Elm Grove Savings & Loan Association v. Federal Home Loan Bank Board, 391 F. Supp. 1041 (1975).

215.58 215.58 Organizational conversion from mutual to stock form.

215.58(1) (1) Conversion into stock association.

215.58(1)(a) (a) A state chartered mutual association may convert to a stock association or a mutual savings and loan holding company may convert to a stock savings and loan holding company under this section. The board shall adopt a plan of conversion which complies with this section and the rules of the division. The plan of conversion is subject to the approval of the division.

215.58(1)(b) (b) Conversion of a mutual association or a mutual savings and loan holding company under this section is effective only if done according to a plan of conversion approved by the division under par. (a) 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 prior to such meeting. The notice shall state the time, place and purpose of the meeting, and provide a summary of the plan of conversion and such other information as the division requires.