DFI-SB 22.01(5)(a)2.b. b. An officer of the United States or any state acting in his or her official capacity.

DFI-SB 22.01(5)(a)2.c. c. An instrumentality of the United States or any state.

DFI-SB 22.01(5)(b) (b) “Similar organization” in par. (a) means a combination of parties with the potential for or practical likelihood of a continuing rather than temporary existence, where the parties have knowingly and voluntarily associated for a common purpose pursuant to identifiable and binding relationships which govern the parties with respect to either:

DFI-SB 22.01(5)(b)1. 1. The transferability and voting of any stock or other indicia of participation in another entity; or

DFI-SB 22.01(5)(b)2. 2. Achievement of a common or shared objective, such as to collectively manage or control another entity.

DFI-SB 22.01(6) (6) 

DFI-SB 22.01(6)(a) (a) “Control” of a savings bank means:

DFI-SB 22.01(6)(a)1. 1. Controlling, owning or having the power to vote, directly or indirectly or acting through one or more persons, 25% or more of any class of voting securities of the savings bank; or

DFI-SB 22.01(6)(a)2. 2. In any manner controlling the election of a majority of the directors of the savings bank.

DFI-SB 22.01(6)(b) (b) “Control” of a savings bank shall also exist if the division determines, after notice and opportunity for hearing, that a person directly or indirectly exercises a controlling influence over the management or policies of the savings bank.

DFI-SB 22.01(7) (7) “Default” means any adjudication or other official determination of a court or other public authority pursuant to which a conservator, receiver or other legal custodian is appointed for a mutual holding company or savings bank subsidiary of a mutual holding company.

DFI-SB 22.01(8) (8) “FDIC” means the federal deposit insurance corporation.

DFI-SB 22.01(9) (9) “FRB” means the board of governors of the federal reserve system.

DFI-SB 22.01(10) (10) “Member” means any depositor of a savings bank subsidiary of a mutual holding company that is entitled, under a statute or the articles of incorporation or bylaws of the mutual holding company, to vote on matters affecting the mutual holding company.

DFI-SB 22.01(11) (11) “Mutual holding company” means a mutual savings bank holding company organized under s. 214.095, Stats., and this chapter which has control over any savings bank or any company that is or becomes a mutual holding company by virtue of this chapter.

DFI-SB 22.01(13) (13) “Parent”, when describing the relationship between 2 companies, means the company that controls the other company, either directly or indirectly, through one or more subsidiaries.

DFI-SB 22.01(14) (14) “Person” means an individual or company.

DFI-SB 22.01(15) (15) “Reorganization plan” means a plan to reorganize into the mutual holding company format which contains the information required by s. DFI-SB 22.06.

DFI-SB 22.01(16) (16) “Reorganizing savings bank” means a mutual savings bank that proposes to reorganize into a mutual holding company under this chapter.

DFI-SB 22.01(17) (17) “Resulting savings bank” means a stock savings bank that is organized as a subsidiary of a reorganizing savings bank to receive a substantial part of the assets and liabilities, including all deposit accounts, of the reorganizing savings bank upon consummation of the reorganization.

DFI-SB 22.01(18) (18) “Savings association” means a savings association as defined in 12 USC 1813 (3) (b) (1) the deposits of which are insured by the FDIC and includes a federal savings association, federal savings bank and a building and loan or savings and loan association organized and operating under the laws of the state in which it is organized.

DFI-SB 22.01(19) (19) “Stock” means the units into which the proprietary interests of a savings bank are divided including common or preferred stock, any other type of equity security, as well as warrants or options to acquire common or preferred stock, and other securities that are convertible into common or preferred stock.

DFI-SB 22.01(20) (20) “Stock benefit plan” means any defined benefit plan or defined contribution plan and includes an employee stock ownership plan, stock bonus plan, profit-sharing plan or other plan of a mutual holding company or any of its subsidiaries or affiliates, whether or not the plan with its related trust, meets the qualifying requirements under section 401 of the internal revenue code.

DFI-SB 22.01(21) (21) “Stock issuance plan” means a plan submitted under s. DFI-SB 22.07 providing for the issuance of stock by a savings bank subsidiary of a mutual holding company.

DFI-SB 22.01(22) (22) “Subsidiary” means a company controlled either directly or indirectly by another company.

DFI-SB 22.01 Note Note: This section interprets or implements s. 214.095, Stats.

DFI-SB 22.01 History History: Cr. Register, February, 1994, No. 458, eff. 3-1-94; CR 23-039: am. (5) (a) 1., r. (12) Register March 2024 No. 819, eff. 4-1-24.

DFI-SB 22.02 DFI-SB 22.02 Mutual holding company reorganization. A mutual savings bank may, upon application to and approval by the division, reorganize as a mutual holding company by:

DFI-SB 22.02(1) (1) Organizing one or more subsidiary stock savings banks, the ownership of which shall be evidenced by shares of stock to be owned by the reorganizing parent savings bank and transferring a substantial portion of its assets and all of the insured deposits and part or all of its other liabilities to one or more subsidiary savings banks; or