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)(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)(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)(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.