DFI-SB 22.08(6)(a)(a) A purchaser from a savings bank of the savings bank shares is not liable to the savings bank or its creditors with respect to the shares except to pay the consideration for which the shares were authorized to be issued. DFI-SB 22.08(6)(b)(b) Unless otherwise provided in the articles of incorporation, a shareholder of a savings bank is not personally liable for the acts or debts of the savings bank, except that a shareholder may become personally liable by his or her acts or conduct other than as a shareholder. DFI-SB 22.08(7)(a)(a) In this section, “share dividend” means shares issued proportionally and without consideration to the savings bank’s shareholders or to the shareholders of one or more classes or series. DFI-SB 22.08(7)(b)(b) Except as provided by ch. 214, Stats., in par. (c) or the articles of incorporation a savings bank may issue share dividends. DFI-SB 22.08(7)(c)1.1. A savings bank may not issue shares of one class or series as a share dividend in respect of shares of another class or series unless: the articles of incorporation authorize the issuance; a majority of the votes entitled to be cast by the class or series to be issued approve the issuance; or there are no outstanding shares of the class or series to be issued, as determined under subd. 2. DFI-SB 22.08(7)(c)2.2. For purposes of this paragraph, if a security is outstanding that is convertible into or carries a right to subscribe for or acquire shares of the class or series to be issued, the holder of the security is considered a holder of the class or series to be issued. DFI-SB 22.08(7)(d)(d) If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date on which the board of directors authorizes the share dividend. DFI-SB 22.08(8)(8) Share rights, options and warrants. Unless the articles of incorporation provide otherwise before the issuance of rights, options or warrants, a savings bank may issue rights, options or warrants for the purchase of shares of the savings bank. The rights, options or warrants may contain provisions that adjust the rights, options or warrants in the event of an acquisition of shares or a reorganization, merger, share exchange, sale of assets or other occurrence. Subject to the articles of incorporation, the board of directors shall determine the terms on which the rights, options or warrants are issued, their form and content, and the consideration for which the shares are to be issued. Notwithstanding any other provision of this section, and unless otherwise provided in the articles of incorporation before issuance of the rights, options or warrants, a savings bank may issue rights, options or warrants that include conditions that prevent the holder of a specified percentage of the outstanding shares of the savings bank, including subsequent transferees of the holder, from exercising those rights, options or warrants. DFI-SB 22.08(9)(a)1.1. The name of the issuer and that the issuer is organized under the laws of this state; DFI-SB 22.08(9)(a)3.3. The number and class of shares and the designation of the series, if any, that the certificate represents. DFI-SB 22.08(9)(b)(b) If the issuing savings bank is authorized to issue different classes of shares or different series within a class, each certificate shall contain: DFI-SB 22.08(9)(b)1.1. A summary of the designations, relative rights, preferences and limitations applicable to each class, and the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series; or DFI-SB 22.08(9)(b)2.2. A conspicuous statement that the savings bank will furnish the shareholder the information described in par. (a) on request, in writing and without charge. DFI-SB 22.08(9)(c)(c) Each share certificate shall be signed either manually or in facsimile, by the officer or officers designated in the bylaws or by the board of directors. The validity of a share certificate is not affected if a person who signed the certificate no longer holds office when the certificate is issued. DFI-SB 22.08(10)(a)(a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a savings bank may authorize the issuance of any shares of any of its classes or series without certificates. The authorization does not affect shares already represented by certificates until the certificates are surrendered to the savings bank. DFI-SB 22.08(10)(b)(b) Within a reasonable time after the issuance or transfer of shares without certificates, the savings bank shall send the shareholder a written statement of the information required on share certificates by sub. (9) (a) and (b) and, if applicable, sub. (11). DFI-SB 22.08(10)(c)(c) Unless the articles of incorporation or bylaws expressly provide otherwise, the rights and obligations of shareholders are identical whether or not their shares are represented by certificates. DFI-SB 22.08(11)(a)1.1. “Other securities” include securities that are convertible into or carry a right to subscribe for or acquire shares. DFI-SB 22.08(11)(a)2.2. “Transfer restriction” means a restriction on the transfer or registration of transfer of shares and other securities of a savings bank. DFI-SB 22.08(11)(b)1.1. Except as provided in subd. 2., the articles of incorporation, bylaws, an agreement among shareholders and holders of other securities, or an agreement between shareholders and holders of other securities and the savings bank may impose a transfer restriction on shares and other securities of the savings bank for any reasonable purpose, including: DFI-SB 22.08(11)(b)1.a.a. Maintaining the savings bank’s status when it is dependent on the number or identity of its shareholders. DFI-SB 22.08(11)(b)2.2. A transfer restriction may not affect shares and other securities issued before the restriction is adopted unless the holders of the shares and other securities are parties to the transfer restriction agreement or vote in favor of the transfer restriction. DFI-SB 22.08(11)(c)(c) A transfer restriction is valid and enforceable against the holder or a transferee of the holder if the transfer restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by sub. (10) (b). Unless so noted, a transfer restriction is not enforceable against a person who does not know of the transfer restriction. DFI-SB 22.08(11)(d)(d) The transfer restrictions permitted under this section include transfer restrictions that: DFI-SB 22.08(11)(d)1.1. Obligate the shareholder or holder of other securities first to offer the savings bank or other persons, whether separately, consecutively or simultaneously, an opportunity to acquire the restricted shares or other securities. DFI-SB 22.08(11)(d)2.2. Obligate the savings bank or other persons, whether separately, consecutively or simultaneously, to acquire the restricted shares or other securities. DFI-SB 22.08(11)(d)3.3. Require the savings bank, the holders of any class of its shares or other securities or another person to approve the transfer of the restricted shares or other securities, if the requirement is not manifestly unreasonable. DFI-SB 22.08(11)(d)4.4. Prohibit the transfer of restricted shares or other securities to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. DFI-SB 22.08(12)(12) Expense of issuing shares. A savings bank may pay the expense of selling or underwriting its shares, and of organizing or reorganizing the savings bank from the consideration received for shares. DFI-SB 22.08(13)(b)(b) The shareholders or holders of other securities of a savings bank do not have a preemptive right to acquire the savings bank’s unissued shares or other securities except to the extent provided in the articles of incorporation. If the articles of incorporation state that “the corporation elects to have preemptive rights”, or words of similar meaning, pars. (c) to (f) govern the preemptive rights, except to the extent that the articles of incorporation expressly provide otherwise. DFI-SB 22.08(13)(c)(c) Except as provided in par. (e), the shareholders or holders of other securities of the savings bank have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the savings bank’s unissued shares or other securities upon the decision of the board of directors to issue the shares or other securities, subject to the following conditions: DFI-SB 22.08(13)(c)1.1. Holders of shares or other securities with general voting rights have preemptive rights with respect to shares and other securities of any class with general voting rights. DFI-SB 22.08(13)(c)2.2. Holders of shares or other securities without preferential rights to distributions or assets have preemptive rights with respect to shares and other securities of any class without preferential rights to distributions or assets, except that holders of shares or other securities without general voting rights have no preemptive rights with respect to shares or other securities of any class with general voting rights. DFI-SB 22.08(13)(d)(d) A shareholder or holder of other security may waive his or her preemptive right. A written waiver is irrevocable even if it is not supported by consideration. DFI-SB 22.08(13)(e)1.1. Shares or other securities issued as compensation to directors, officers or employees of the savings bank or its affiliates; DFI-SB 22.08(13)(e)2.2. Shares or other securities issued to satisfy conversion or option rights created to provide compensation to directors, officers or employees of the savings bank or its affiliates; DFI-SB 22.08(13)(e)3.3. Shares or other securities authorized in articles of incorporation that are issued within 6 months from the effective date of incorporation; or DFI-SB 22.08(13)(e)4.4. Shares or other securities sold for other than money or an obligation to pay money. DFI-SB 22.08(13)(f)(f) If shares or other securities subject to preemptive rights are not acquired by shareholders or holders of other securities, the savings bank may issue the shares or other securities to any person for one year after being offered to shareholders or holders of other securities, at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the preemptive rights of shareholders or holders of other securities. DFI-SB 22.08(14)(a)(a) A savings bank may, subject to the provisions of s. DFI-SB 22.10 (3), acquire its own shares and shares so acquired constitute authorized but unissued shares. DFI-SB 22.08(14)(b)(b) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the savings bank, effective upon amendment of the articles of incorporation. The board of directors may adopt articles of amendment under this subsection without shareholder action and deliver them to the division for filing. The articles shall include: DFI-SB 22.08(14)(b)3.3. The total number of authorized shares, itemized by class and series, remaining after reduction of the shares. DFI-SB 22.08(14)(b)4.4. A statement that the amendment was adopted by the board of directors and that shareholder action was not required. DFI-SB 22.08(15)(a)(a) The board of directors may authorize and the savings bank may make distributions to its shareholders, subject to par. (c), any restriction in its articles of incorporation or its bylaws. DFI-SB 22.08(15)(b)(b) The record date for determining shareholders entitled to a distribution, other than a distribution involving a purchase, redemption or other acquisition of the savings bank’s shares, is the date on which the board of directors authorizes the distribution, unless the board of directors fixes a different record date. DFI-SB 22.08(15)(c)1.1. The savings bank would not be able to pay its debts as they become due in the usual course of business; DFI-SB 22.08(15)(c)2.2. The savings bank’s total assets would be less than the sum of its total liabilities plus, unless the articles of incorporation permit otherwise, the amount that would be needed if the savings bank were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution; or DFI-SB 22.08(15)(d)(d) The board of directors may base a determination that par. (c) does not prohibit a distribution on financial statements and other financial data prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. DFI-SB 22.08(15)(e)(e) Except as provided in par. (g), the effect of a distribution for purposes of par. (c) is measured as of the following dates: DFI-SB 22.08(15)(e)1.1. In the case of distribution by purchase, redemption or other acquisition of the savings bank’s shares, as of the earlier of: DFI-SB 22.08(15)(e)1.a.a. The date on which money or other property is transferred or debt is incurred by the savings bank; or DFI-SB 22.08(15)(e)1.b.b. The date on which the shareholder ceases to be a shareholder with respect to the acquired shares. DFI-SB 22.08(15)(e)2.2. In the case of any other distribution of indebtedness, as of the date on which the indebtedness is distributed. DFI-SB 22.08(15)(e)3.a.a. The date on which the distribution is authorized, if the payment occurs within 120 days after the date of authorization. DFI-SB 22.08(15)(e)3.b.b. The date on which the payment is made, if payment occurs more than 120 days after the date of authorization. DFI-SB 22.08(15)(f)(f) A savings bank’s indebtedness to a shareholder incurred because of a distribution made in accordance with this section is at parity with the savings bank’s indebtedness to its general, unsecured creditors except to the extent subordinated by agreement. DFI-SB 22.08(15)(g)(g) Indebtedness of a savings bank, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under par. (c) if its terms provide that payment of principal and interest are made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If the indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date on which the payment is actually made. DFI-SB 22.08 NoteNote: This section interprets or implements s. 214.095, Stats. DFI-SB 22.08 HistoryHistory: Cr. Register, February, 1994, No. 458, eff. 3-1-94. DFI-SB 22.09DFI-SB 22.09 Articles of incorporation and bylaws of mutual holding companies. DFI-SB 22.09(1)(1) Model articles and bylaws. The articles of incorporation and bylaws of a mutual holding company shall be in a form approved by the division. The division may establish and require a specific form for the articles of incorporation or bylaws or both of a mutual holding company. DFI-SB 22.09(2)(2) Filing. Duplicate originals of the articles of incorporation and bylaws of a mutual holding company and any amendments to them shall be filed with and approved by the division. DFI-SB 22.09(3)(a)(a) Articles of incorporation. The effective date of the articles of incorporation and amendments to them shall be the date of recording in the office of the register of deeds or a later date if the document provides one. DFI-SB 22.09(3)(b)(b) Bylaws. The effective date of bylaws or any amendment to the bylaws is the date of written approval by the division or a later date if the document provides one. DFI-SB 22.09(4)(a)(a) Holding company. A mutual holding company shall make available to its members during regular office hours in each office of each subsidiary savings bank from which the mutual holding company draws members a copy of its articles of incorporation and bylaws, including any amendments, and shall deliver a copy to any member upon request without charge. DFI-SB 22.09(4)(b)(b) Savings bank. A savings bank that is a subsidiary of a mutual holding company shall make available to any requesting stockholder or any member of its parent mutual holding company, at each office in which it transacts business, a copy of its articles of incorporation and bylaws, including any amendments, for inspection or retention or both without charge.
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