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 22.09(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.

DFI-SB 22.09 HistoryHistory: 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(1)(a)(a) Invest in or acquire control of a savings bank or savings and loan association or their holding companies.