Chapter DFI-SB 22

DFI-SB 22.08(11)(b) (b)

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)1.b. b. Preserving exemptions under federal or state securities law.

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) (13) Preemptive rights.

DFI-SB 22.08(13)(a) (a) In this subsection, “other securities” has the meaning specified in sub. (11) (a) 1.

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) (e) There is no preemptive right with respect to:

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) (14) Savings bank’s acquisition of its own shares.

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)1. 1. The name of the savings bank.

DFI-SB 22.08(14)(b)2. 2. The reduction in the number of authorized shares, itemized by class and series.

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) (15) Distributions to shareholders.

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) (c) No distribution may be made if, after giving it effect:

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)(c)3. 3. The distribution would violate the restrictions in s. 214.435, Stats.

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. 3. In all other cases, as of:

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 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.08 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 22.09 DFI-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) (3) Effective date.

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) (4) Availability of articles and bylaws.

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.

DFI-SB 22.09 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.09 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94; CR 23-039: am. (2) Register March 2024 No. 819, eff. 4-1-24.

DFI-SB 22.10 DFI-SB 22.10 Activities of mutual holding companies.

DFI-SB 22.10(1) (1) Permitted activities. A mutual holding company may:

DFI-SB 22.10(1)(a) (a) Invest in or acquire control of a savings bank or savings and loan association or their holding companies.

DFI-SB 22.10(1)(b) (b) Acquire a mutual savings bank or mutual savings and loan association by merger with an interim or existing subsidiary savings bank of the mutual holding company from which the mutual holding company draws members under subch. IX of ch. 214, Stats.

DFI-SB 22.10(1)(c) (c) With the consent of the division and subject to conditions as the division may prescribe, upon an affirmative vote of at least two-thirds of the board of each entity, acquire control of another mutual holding company by merging with or into it or by merging it with or into a subsidiary interim holding company.

DFI-SB 22.10(1)(d) (d) Acquire control of a savings bank holding company or savings and loan association holding company in the stock form with the written approval of the division. An acquired holding company may be held as a subsidiary or merged into the mutual holding company.

DFI-SB 22.10(1)(e) (e) Invest in or acquire control of any corporation which is engaged exclusively in activities approved by the division.

DFI-SB 22.10(1)(f) (f) Invest in securities a savings bank may invest in under subch. VII of ch. 214, Stats.

DFI-SB 22.10(1)(g) (g) Engage in activities a savings bank may engage in under ch. 214, Stats.

DFI-SB 22.10(1)(h) (h) Furnish or perform management services for a subsidiary.

DFI-SB 22.10(1)(i) (i) Hold, manage or liquidate assets owned by or acquired from a subsidiary.

DFI-SB 22.10(1)(j) (j) Hold or manage property which it or a subsidiary uses.

DFI-SB 22.10(1)(k) (k) 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.

DFI-SB 22.10(1)(L) (L) Convert itself and any savings bank subsidiary into a mutual savings bank under a plan, approved by the division, that provides that the converting mutual holding company ceases to engage in activities that the converted savings bank may not engage in and that provides that stock in a subsidiary savings bank that is not held by the converting mutual holding company is redeemed.

DFI-SB 22.10(2) (2) Restrictions on pledging stock.

DFI-SB 22.10(2)(a) (a) To collateralize an obligation of it or any of its subsidiaries or affiliates, without the prior approval of the division, a mutual holding company may pledge any stock which comprises a minority interest in any subsidiary or that it holds in:

DFI-SB 22.10(2)(a)1. 1. A subsidiary savings bank, if the proceeds or other benefit of the obligation collateralized are received by the savings bank whose stock is pledged;

DFI-SB 22.10(2)(a)2. 2. A subsidiary savings bank;

DFI-SB 22.10(2)(a)3. 3. Any nondepository subsidiary.

DFI-SB 22.10(2)(b) (b) No pledge of stock that is not described in par. (a) may be made without the prior written approval of the division.

DFI-SB 22.10(2)(c) (c) Within 10 days after any pledge of stock, a mutual holding company shall:

DFI-SB 22.10(2)(c)1. 1. Notify the division in writing regarding the terms of the transaction, including the amount of principal and interest, repayment terms, maturity date, the nature and amount of collateral, and the terms governing seizure of the collateral; and

DFI-SB 22.10(2)(c)2. 2. If required under par. (a), include in the notice a certification that the proceeds of the loan have been transferred to the subsidiary savings bank whose stock has been pledged.

DFI-SB 22.10(2)(d) (d) Any mutual holding company that fails to make any payment on a loan secured by the pledge of stock by the date on which the payment is due shall, on the first day after the payment is due and not made, provide written notice of nonpayment to the division.

DFI-SB 22.10(3) (3) Restrictions on stock repurchases.

DFI-SB 22.10(3)(a) (a) No subsidiary savings bank of a mutual holding company that has any stockholders other than the savings bank’s mutual holding company may repurchase any share of stock within 3 years of the stock’s date of issuance without the prior written approval of the division unless the repurchase: