215.57215.57 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)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 HistoryHistory: 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 AnnotationConversion 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). 215.58215.58 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. 215.58(1)(c)(c) Within 10 days after a meeting of members at which a plan of conversion is adopted, the board shall submit to the division: 215.58(1)(c)1.1. A copy of the minutes of the meeting adopting the plan. The minutes shall be certified by the secretary or president, and shall show that, by an affirmative vote as required under par. (b), the members voted to convert the association to a stock association or to convert the mutual savings and loan holding company to a stock savings and loan holding company. 215.58(1)(c)2.2. Such additional information pertaining to the plan of conversion as the division may require. 215.58(2)(2) Approval of plan of conversion; standards. The division may approve a plan of conversion under this section if the division finds that the plan meets all of the following conditions: 215.58(2)(a)(a) The plan of conversion is fair and equitable to all savers in a converting association or to all savers in each subsidiary association of a converting mutual savings and loan holding company. 215.58(2)(b)(b) The plan protects the interest of depositors and owners of savings accounts of the prospective stock association or of each subsidiary association of the prospective stock savings and loan holding company. 215.58(2)(c)(c) The plan complies with any other standard which the division may promulgate by rule as in the public interest. 215.58(2)(d)(d) The plan does not permit members of the board of directors to acquire stock in the converting association 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 association. 215.58(3)(3) Certificate of conversion; effective date. The division may issue a certificate of conversion from a mutual association to a stock association or from a mutual savings and loan holding company to a stock savings and loan holding company if the division determines the plan of conversion has been implemented as approved and the association or holding company has complied with this section and any conditions to the approval. The date specified in the certificate is the effective date of conversion. The certificate shall be recorded with the register of deeds in the county where the home office of the association or the registered office of the holding company is located. 215.58(4)(4) Retention of directors. Unless the plan of conversion provides otherwise, the directors of the converted mutual association or the converted mutual savings and loan holding company shall continue to serve as directors of the stock association or stock savings and loan holding company for the duration of the term to which they were elected. 215.58(5)(5) Continuation of corporate existence after conversion; assumption of privileges and obligations. 215.58(5)(a)(a) Upon conversion of a mutual association or mutual savings and loan holding company under this section, the legal existence of the association or holding company shall not terminate. The stock association shall be a continuation of the mutual association and the stock savings and loan holding company shall be a continuation of the mutual savings and loan holding company. All property of the mutual association or mutual savings and loan holding company and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, shall immediately, without any conveyance, transfer or further act, remain and vest in the stock association or stock savings and loan holding company. The stock association or stock savings and loan holding company shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the mutual association or mutual savings and loan holding company. 215.58(5)(b)(b) The stock association or stock savings and loan holding company resulting from a conversion under this section shall continue to have and succeed to all the rights, obligations and relations of the mutual association or mutual savings and loan holding company. No pending action or judicial proceeding to which the mutual association or mutual savings and loan holding company is a party shall be abated or discontinued by reason of the conversion. Such 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 stock association or stock savings and loan holding company resulting from the conversion may continue the action in its corporate name as a mutual association or mutual savings and loan holding company. Any judgment, order or decree may be rendered for or against the stock association or stock savings and loan holding company that might have been rendered for or against the mutual association or mutual savings and loan holding company previously involved in the proceedings. Each owner of a savings account in the mutual association or a subsidiary association of the mutual savings and loan holding company continues ownership of the account in the stock association or the subsidiary association of the stock savings and loan holding company under the same terms applicable to the account prior to conversion. 215.58(6)(6) Reserved authority. The division may issue rules governing the conversion of a mutual association or mutual savings and loan holding company, including: 215.58(6)(b)(b) The fixing of a record date or dates for determining the respective rights of owners of savings accounts. 215.58(6)(c)(c) Provisions of the plan of conversion and the restated articles of incorporation. 215.58(6)(e)(e) The composition, qualification and experience of principal officers and directors. 215.58(6)(h)(h) The disposition, if any, of retained earnings. 215.58(6)(i)(i) The distribution, issuance, sale and subscription of capital stock and additional paid-in capital. 215.58(6)(j)(j) Any other requirement for converting a mutual association to a stock association or a mutual savings and loan holding company to a stock savings and loan holding company. 215.58 Cross-referenceCross-reference: See also s. DFI-SL 16.04, Wis. adm. code. 215.59215.59 Mutual savings and loan holding companies. 215.59(1)(a)(a) Reorganization. A mutual association may reorganize as a mutual savings and loan holding company under this section. 215.59(1)(b)(b) Plan. A reorganizing mutual association shall prepare a reorganization plan. Under a reorganization plan, a mutual association shall do all of the following: 215.59(1)(b)2.2. Transfer to the stock association a substantial part of its assets and liabilities, including all of its savings account liabilities. 215.59(1)(b)3.3. Prepare articles of incorporation and bylaws for the mutual savings and loan holding company. 215.59(1)(c)(c) Capital asset retention. Subject to the approval of the division, if the net worth of the stock association chartered under the reorganization plan exceeds the minimum net worth under s. 215.24, a plan may permit a mutual savings and loan holding company to retain capital assets of the reorganizing mutual association. 215.59(1)(d)(d) Approval required. A mutual association may not implement a reorganization plan unless the plan is approved by all of the following: 215.59(1)(d)1.1. Two-thirds of the directors of the mutual association. 215.59(1)(e)1.1. Notice of a meeting to vote on a reorganization plan shall be sent to members at least 10 days before the meeting. The notice shall state the time, place and purpose of the meeting, shall provide a summary of the reorganization plan and shall provide any other information that the division requires. 215.59(1)(e)2.2. An affirmative vote by a majority of all votes entitled to be cast by members shall be required to approve a reorganization plan. 215.59(1)(e)3.3. Within 10 days after a reorganization plan receives member approval, the mutual association shall submit to the division a copy of the minutes of the meeting at which the plan is approved. The secretary of the mutual association shall certify that the minutes show that the members approved the reorganization plan. 215.59(1)(f)(f) Division approval. The division may approve a reorganization plan if the division finds that all of the following conditions exist: 215.59(1)(f)1.1. The reorganization plan is fair to all members in the reorganizing mutual association. 215.59(1)(f)2.2. The reorganization plan protects the interest of savers whose savings accounts are transferred to the stock association. 215.59(1)(f)3.3. The reorganization plan complies with rules promulgated by the division governing the reorganization of a mutual association into a mutual savings and loan holding company and the operation of a mutual savings and loan holding company. 215.59(1)(g)(g) Certificate of reorganization. If the division determines that the mutual association has complied with the requirements of this subsection and has implemented the reorganization plan as approved, the division shall issue a certificate of reorganization evidencing that the mutual association has been reorganized into a mutual savings and loan holding company. The date specified in the certificate shall be the effective date of reorganization. On the date specified in the certificate, the mutual association ceases to exist but its legal existence continues as a mutual savings and loan holding company. The certificate shall be recorded with the register of deeds in the county in which the home office of the mutual association was located and in the county in which the registered office of the mutual savings and loan holding company is located. 215.59(1)(h)1.1. Unless the reorganization plan provides otherwise, a director of a mutual association continues to serve as a director of the mutual savings and loan holding company for the duration of the director’s term. 215.59(1)(h)2.2. Unless the reorganization plan or the proxy provides otherwise, a proxy that may be cast on behalf of a mutual association member may be cast on behalf of a mutual savings and loan holding company member until the proxy is revoked or superseded under sub. (2) (d). 215.59(2)(a)(a) Effect of reorganization or absorption. When a mutual association reorganizes under sub. (1) or is absorbed by a subsidiary of a mutual savings and loan holding company under s. 215.53, a member of the mutual association becomes a member of the mutual savings and loan holding company. On the effective date of the reorganization or absorption, a member’s rights in the mutual association end and a member’s rights in the mutual savings and loan holding company begin. 215.59(2)(b)(b) Who may be a member. A person becomes a member of a mutual savings and loan holding company by owning a savings account in an association that is a subsidiary of the savings and loan holding company, unless the savings account is evidenced by a negotiable certificate of deposit that is not in registered form. 215.59(2)(c)(c) Voting rights. A member of a mutual savings and loan holding company shall have one vote for each $100 or additional fraction of $100 of the withdrawal value of each of the member’s savings accounts in a subsidiary association of the mutual savings and loan holding company, as the savings accounts appear on the books of an association at the end of a day selected by the board of directors of the mutual savings and loan holding company. The board may not select a day to determine the withdrawal value of savings accounts that is more than 60 days before the day at which a vote is taken. 215.59(2)(d)(d) Proxies. Members of a mutual savings and loan holding company may vote in person or by proxy at any meeting. A proxy shall be in writing and signed by the member or the member’s authorized attorney. A proxy filed with the secretary shall, unless specified in the proxy, continue in force until revoked by a written notice to the secretary or until superseded by another proxy. 215.59(2)(e)(e) Member termination. Membership in a mutual savings and loan holding company ends if the member withdraws the full withdrawal value of all savings accounts in subsidiary associations. A member who requests the full withdrawal value of the member’s savings accounts remains a member until the withdrawal value is paid in full. 215.59(3)(a)(a) Powers of holding company. A mutual savings and loan holding company may do any of the following: 215.59(3)(a)1.1. Invest in or acquire an association or a savings bank. 215.59(3)(a)2.2. Acquire an association or savings bank by the absorption of the association or savings bank by a subsidiary association of the savings and loan holding company. 215.59(3)(a)3.3. Acquire or merge with a mutual savings and loan holding company or a mutual savings bank holding company. 215.59(3)(a)6.6. Convert to a stock savings and loan holding company under s. 215.58 or to a stock savings bank holding company. 215.59(3)(a)7.7. Furnish or perform management services for a subsidiary. 215.59(3)(a)8.8. Hold, manage or liquidate assets owned by or acquired from a subsidiary. 215.59(3)(a)9.9. Hold or manage property used by the mutual savings and loan holding company or a subsidiary. 215.59(3)(a)10.10. Unless limited or prohibited by the division, engage in any activity that the federal reserve board permits a bank holding company to engage in under 12 CFR 225, subpart C, promulgated pursuant to 12 USC 1843 (c) or any activity that the federal savings and loan insurance corporation authorized a multiple savings and loan holding company to engage in directly on March 5, 1987. 215.59(3)(a)12.12. Dissolve itself and the stock association chartered under sub. (1) (b) 1. and convert itself and the stock association into a mutual association or mutual savings bank under a plan, approved by the division, that provides that the converting mutual savings and loan holding company ceases to engage in activities that the converted association or savings bank may not engage in and that provides that stock in a subsidiary association or savings bank that is not held by the converting mutual savings and loan holding company is redeemed. 215.59(3)(b)(b) Powers of subsidiaries. This subsection does not limit the powers of an association that is a subsidiary of a mutual savings and loan holding company. 215.59(4)(4) Stock in subsidiary. Under a plan approved by the division, a stock association that is a subsidiary of a mutual savings and loan holding company may issue any number of nonvoting shares and less than 50 percent of the voting shares of the stock association to persons other than the mutual savings and loan holding company.
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statutes
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Chs. 178-226, Partnerships and Corporations; Transportation; Utilities; Banks; Savings Associations
statutes/215.58(5)(b)
statutes/215.58(5)(b)
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