Chapter DFI-SB 22

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:

DFI-SB 22.10(3)(a)1. 1. Is part of a general repurchase made on a pro rata basis under an offer approved in writing by the division and made to all stockholders of the savings bank except that the savings bank’s mutual holding company may be excluded from the repurchase with the division’s approval;

DFI-SB 22.10(3)(a)2. 2. Is accomplished in the open market by a stock benefit plan of the savings bank in an amount reasonable and appropriate to fund the plan.

DFI-SB 22.10(3)(b) (b) A mutual holding company may, at any time, and without prior approval of the division, acquire additional shares of the stock of a subsidiary savings bank.

DFI-SB 22.10(4) (4) Dispositions. With the written approval of the division, a mutual holding company may:

DFI-SB 22.10(4)(a) (a) Directly or indirectly, transfer any interest in stock which it holds in any subsidiary savings bank.

DFI-SB 22.10(4)(b) (b) Cause or permit the transfer of all or a substantial portion of the assets or liabilities of any subsidiary savings bank.

DFI-SB 22.10(5) (5) Restrictions on waiver of dividends. Unless authorized by the division, no mutual holding company may waive its right to receive any dividend declared by a subsidiary.

DFI-SB 22.10(6) (6) Restrictions on indemnification. Section 214.04 (15), Stats., shall apply to mutual holding companies in the same manner as if they were mutual savings banks.

DFI-SB 22.10(7) (7) Restrictions on employment contracts. Chapter DFI-SB 7 shall apply to a mutual holding company in the same manner as it applies to a savings bank.

DFI-SB 22.10 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.10 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 22.11 DFI-SB 22.11 Registration, reports and examinations.

DFI-SB 22.11(1) (1) Registration of mutual holding companies. Each mutual holding company shall register with the division within 90 days after becoming a mutual holding company in the manner and form prescribed by the division. A mutual holding company that receives the division’s prior approval under s. DFI-SB 22.03, to become a mutual holding company may complete this registration requirement through submission of its first annual report to the division as required by sub. (2).

DFI-SB 22.11(2) (2) Reports of mutual holding companies. Each mutual holding company shall furnish, in the manner and form prescribed by the division, an annual report for the fiscal year in which it becomes a mutual holding company, and for each fiscal year during which it remains a mutual holding company. Additional information and reports shall be furnished as the division may require.

DFI-SB 22.11(3) (3) Examinations and inspections. The division may examine any mutual holding company and each of its subsidiaries and prepare a report of their operations and activities. The division may rely on examination reports made by the primary federal or state supervisor of a subsidiary financial institution of a mutual holding company.

DFI-SB 22.11 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.11 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 22.12 DFI-SB 22.12 Conversion or liquidation of mutual holding companies.

DFI-SB 22.12(1) (1) Conversion. A mutual holding company may convert from mutual to stock form in accordance with a plan of conversion approved by the division under procedures the same as for the organizational conversion of a mutual savings bank under s. 214.685, Stats.

DFI-SB 22.12(2) (2) Involuntary liquidation.

DFI-SB 22.12(2)(a) (a) The division may file a petition with the federal bankruptcy court requesting the liquidation of a mutual holding company pursuant to 12 USC 1467 (a) (o) (9) and title 11, United States Code, upon:

DFI-SB 22.12(2)(a)1. 1. The default of the resulting savings bank, any acquiree savings bank, or any subsidiary savings bank of the mutual holding company;

DFI-SB 22.12(2)(a)2. 2. The default of the mutual holding company; or

DFI-SB 22.12(2)(a)3. 3. Foreclosure on any pledge by the mutual holding company of subsidiary savings bank stock under s. DFI-SB 22.10 (3).

DFI-SB 22.12(2)(b) (b) Except as provided by par. (c), the net proceeds of any liquidation of mutual holding company shall be transferred to the members of the mutual holding company under the articles of incorporation of the mutual holding company.

DFI-SB 22.12(2)(c) (c) If the FDIC incurs a loss from a default of any savings bank subsidiary of a mutual holding company and that mutual holding company is liquidated under par. (a), the FDIC shall succeed to the membership interests of the depositors of the savings bank, to the extent of the FDIC’s loss.

DFI-SB 22.12(3) (3) Voluntary liquidation. Sections 214.82 to 214.855, Stats., shall apply to a mutual holding company in the same manner as they apply to a savings bank.

DFI-SB 22.12 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.

DFI-SB 22.13 DFI-SB 22.13 Procedural requirements for proxies.

DFI-SB 22.13(1) (1) Solicitation of proxies. Solicitations of proxies by any person in connection with any membership vote required under this chapter shall be accompanied by proxy materials in a form appropriate, and containing the information relevant to the action that members are being asked to approve.

DFI-SB 22.13(2) (2) Use of existing proxies. Whenever a mutual savings bank or mutual holding company is required by this chapter to obtain membership approval for a transaction, the savings bank or mutual holding company may use any existing proxy conferring general authority to vote on any and all matters at any meeting of members if the member granting the proxy has been furnished a proxy statement regarding the proposed transaction and the member does not revoke the proxy prior to the vote at the meeting at which the transaction will be considered.

DFI-SB 22.13 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94.