Chapter 214

214.585 History History: 1991 a. 221; 1995 a. 27.

214.59 214.59 Prohibited activities.

214.59(1) (1) A savings bank may not participate, directly or indirectly, in the sale or transfer of any equity or debt security or instrument of an affiliate, its parent savings bank holding company or an affiliate of the savings bank holding company.

214.59(2) (2) A shareholder, director, officer, employee or agent of the savings bank may not participate, directly or indirectly, in any sale or transfer described in sub. (1), nor may that person allow any other person to do so at an office of the savings bank or any office of the savings bank’s subsidiaries or service corporations.

214.59 History History: 1991 a. 221.

214.592 214.592 Financially related services tie-ins. In any transaction conducted by a savings bank, a savings bank holding company, or a subsidiary of either with a customer who is also a customer of any other subsidiary of any of them, the customer shall be given a notice in 12-point boldface type in substantially the following form:

NOTICE OF RELATIONSHIP

This company, .... (insert name and address of savings bank, savings bank holding company, or subsidiary), is related to .... (insert name and address of savings bank, savings bank holding company, or subsidiary) of which you are also a customer. You may not be compelled to buy any product or service from either of the above companies or any other related company in order to participate in this transaction.

If you feel that you have been compelled to buy any product or service from either of the above companies or any other related company in order to participate in this transaction, you should contact the management of either of the above companies at either of the above addresses or the division of banking at .... (insert address).

214.592 History History: 1991 a. 221; 1995 a. 27; 1999 a. 9; 2003 a. 33.

214.595 214.595 Savings promotion prize programs.

214.595(1) (1) In this section:

214.595(1)(a) (a) “Nonqualifying account” means a deposit account, other than a demand account, that is not a qualifying account.

214.595(1)(b) (b) “Qualifying account” means a deposit account, other than a demand account, through which a savings bank’s depositors may obtain chances to win prizes in a savings promotion.

214.595(1)(c) (c) “Savings promotion” means a contest or promotion to encourage savings deposits that is sponsored by one or more savings banks, or by a banking trade association or its subsidiary in conjunction with one or more savings banks, and in which savings bank depositors are offered a chance to win designated prizes.

214.595(2) (2) A savings bank may sponsor, or participate in, a savings promotion if all of the following requirements are satisfied:

214.595(2)(a) (a) Savings bank depositors are not required to pay any fee or otherwise provide any consideration in order to enter the savings promotion.

214.595(2)(b) (b) All fees charged by a savings bank in connection with a qualifying account are comparable with all fees charged in connection with comparable nonqualifying accounts offered by the savings bank.

214.595(2)(c) (c) Each entry in the savings promotion has an equal chance of winning.

214.595(2)(d) (d) Participants in the savings promotion are not required to be present at a prize drawing in order to win.

214.595(3) (3) For purposes of sub. (2) (a), a depositor’s deposit of at least a specified amount of money for at least a specified time in a qualifying account, which is required in order to enter the savings promotion, is not consideration if the interest rate associated with the qualifying account is not reduced, as compared to comparable nonqualifying accounts offered by the savings bank, to account for the possibility of winning a prize.

214.595 History History: 2017 a. 72.

subch. IX of ch. 214 SUBCHAPTER IX

VOLUNTARY CORPORATE CHANGES

214.62 214.62 Merger; adoption of plan.

214.62(1) (1) A financial institution may merge with a savings bank. The board of directors of the merging financial institution and of the savings bank, by resolution adopted by a vote of at least two-thirds of the members of each board, shall approve the plan of merger.

214.62(2) (2) The plan of merger shall include all of the following:

214.62(2)(a) (a) The name of each merging financial institution, the name of the resulting financial institution, the location of the resulting home office and the location of other resulting offices.

214.62(2)(b) (b) With respect to the resulting financial institution, the amount of capital, surplus, and reserve for operating expenses; the classes and the number of shares of stock, if a stock financial institution; the articles of incorporation and bylaws of the resulting financial institution; and a detailed financial statement showing the assets and liabilities after the proposed merger.

214.62(2)(c) (c) The method, terms and conditions of effecting the merger, including the manner of converting shares of each merging financial institution into cash, shares of stock or other securities or properties to be received by the stockholders of each merging stock financial institution.

214.62(2)(d) (d) Provisions governing the manner of disposing of any shares of stock of the resulting financial institution that are not taken by dissenting stockholders of a merging financial institution.

214.62(2)(e) (e) Other provisions necessary or desirable or that the division requires.

214.62(3) (3) After approval by the board of directors of each merging financial institution, the merger agreement shall be submitted to the division for approval, together with a certified copy of the authorizing resolution of each board of directors. Before issuing approval, the division may examine the affairs of each merging financial institution and its affiliates and subsidiaries, the expense of which is to be paid by the merging financial institution.

214.62(4) (4) The division may approve or disapprove the proposed merger agreement. The division may not approve a merger agreement unless the division finds all of the following:

214.62(4)(a) (a) The resulting savings bank, if any, meets the requirements of this chapter for the formation of a new savings bank.

214.62(4)(b) (b) The merger agreement is fair to all persons affected.

214.62(4)(c) (c) The resulting savings bank, if any, will be operated in a safe and sound manner.

214.62(5) (5) If the division fails to approve a proposed merger, the division shall state the objections in writing and give the merging financial institutions a stated period of time in which to amend the plan of merger.

214.62 History History: 1991 a. 221; 1995 a. 27, 103.

214.625 214.625 Merger; stockholder vote of approval. If approved by the division, the plan of merger shall be submitted to the stockholders of each merging stock financial institution for approval. A meeting of the stockholders of a savings bank shall be called and held in accordance with ss. 214.305 and 214.31. The plan is approved if it receives the affirmative vote of the majority of the total votes entitled to be cast by stockholders.

214.625 History History: 1991 a. 221; 1995 a. 27, 103.

214.63 214.63 Merger; certificate. The executed merger agreement, together, in the case of a stock financial institution, with a certified copy of the minutes of the meeting of stockholders of each merging stock financial institution approving the merger agreement, shall be filed with the division. The division shall issue to the resulting savings bank a certificate of merger, setting forth the name of each merging financial institution, the name of the resulting savings bank and the date on which the division approves the articles of incorporation and bylaws of the resulting savings bank. The merger takes effect on the date of the recording of the certificate or a later date if the certificate provides for a different date. Recording shall be completed in the same manner as required for savings bank articles of incorporation, in each county in which the home office of any of the merging financial institutions was located and in the county in which the home office of the resulting savings bank is located. The certificate shall be conclusive evidence of the merger and of the correctness of the merger proceedings except against this state.

214.63 History History: 1991 a. 221; 1995 a. 27, 103.

214.635 214.635 Effect of merger. The resulting savings bank shall be considered the same business and corporate entity as each merging financial institution, with all the property, rights, duties and obligations of each merging institution, except as otherwise provided by the articles of incorporation of the resulting savings bank. All liabilities of each of the merging institutions shall be liabilities of the resulting savings bank. All of the rights, franchises and interests of each of the merging institutions in and to every kind of property shall vest automatically in the resulting savings bank. A reference to any of the merging institutions in any writing, whether executed or effective before or after the merger, shall be considered to be a reference to the resulting savings bank if not inconsistent with other provisions of the writing. A pending action or other judicial proceeding to which a merging institution is a party may not be abated or dismissed because of the merger, but may be continued in the same manner as if the merger had not occurred.

214.635 History History: 1991 a. 221.

214.64 214.64 Merger; expenses. The merging financial institutions shall pay the expenses of any examination made by or at the direction of the division in connection with a proposed merger.

214.64 History History: 1991 a. 221; 1995 a. 27.

214.645 214.645 Sale of assets. Subject to rules of the division, a savings bank may, in a transaction not in the usual course of business, sell all or substantially all of its assets, with or without its name and goodwill, to another financial institution, in consideration of money, capital or obligations of the purchasing institution. A savings bank may sell an office or facility and equipment subject to rules of the division.

214.645 History History: 1991 a. 221; 1995 a. 27.

214.65 214.65 Procedure to effect sale of all assets.

214.65(1) (1) The procedure in this section applies to a sale authorized under s. 214.645 or 214.67.

214.65(2) (2) 

214.65(2)(a) (a) The board of directors shall adopt by a two-thirds majority vote of all directors a resolution setting forth the terms of the proposed sale and shall submit the plan to the division for preliminary approval. Upon receipt of approval by the division, a stock savings bank shall submit the plan to a vote of the stockholders at a special or annual meeting.

214.65(2)(b) (b) The proposed sale is approved by the stockholders if it receives an affirmative vote from a majority of the total number of votes that are entitled to be cast. A proposal for the voluntary liquidation of the savings bank may be submitted to the stockholders at the same meeting or at any later meeting called for that purpose. A certified summary of proceedings setting forth the terms of the proposed sale, the form and timing of the notice given, the vote on the proposal and the total number of votes entitled to be cast shall be filed with the division.

214.65(3) (3) If the division finds that the deposit insurance corporation has approved the sale, the proposed sale is fair to all members, stockholders, creditors and other persons concerned and provision has been made for the disposition of the remaining assets, if any, of the savings bank, the division shall issue to the savings bank a certificate of authorization for the sale with a copy of the filed report of proceedings attached to the certificate.

214.65(4) (4) After the savings bank records the certificate of authorization in the same manner as the savings bank’s articles of incorporation, the savings bank may complete the sale.

214.65(5) (5) If the sale includes the name of the savings bank, the purchaser shall have the exclusive right to that name for 5 years.

214.65 History History: 1991 a. 221; 1995 a. 27, 103; 1997 a. 35.

214.655 214.655 Authority to form interim institution.

214.655(1) (1) A savings bank may form an interim institution to effect a corporate restructuring, a voluntary corporate change or other transformation that does not in reality create an additional new financial institution, but that moves insured deposits from one financial institution to another pursuant to a change in control, change in method of ownership, merger or other organizational change that results in no new insurable deposits. The interim institution may become or receive the continuing or surviving financial institution or may be a conduit through which an existing financial institution’s assets, liabilities, fixtures, personnel, rights and property are passed to effect a corporate change. In connection with formation of an interim institution, an existing savings bank may amend its articles of incorporation and bylaws to remove any depository function and to remove any deposits that would require insurance of accounts by a deposit insurance corporation.

214.655(2) (2) A savings bank shall apply to the division for authority to form an interim institution. The application shall be made on forms prescribed by the division and shall be accompanied by a nonrefundable $1,000 fee. The division shall promulgate rules governing the formation of, and the standards and supervisory considerations to be applied to, interim institutions. An application shall contain all of the following:

214.655(2)(a) (a) The name and address of the savings bank.

214.655(2)(b) (b) A copy of all filings required by other regulatory authorities.

214.655(2)(c) (c) A statement from the savings bank’s certified public accountant describing and analyzing the method to effect the transaction.

214.655(2)(d) (d) A 5-year plan for the resulting financial institution and for any corporate remnant of the original savings bank regarding the disposition, acquisition or expansion of assets; capital enhancement; disposition of earnings and profits; and geographic or other expansion or contraction.

214.655(2)(e) (e) The purpose of the resulting financial institution.

214.655(2)(f) (f) Whether deposit accounts will be expanded to require increased insurance of accounts together with copies of the appropriate filings.

214.655(2)(g) (g) Ownership structure including any contemplated sales of stock of subsidiaries, affiliates or savings bank holding companies, as well as of the resulting financial institution.

214.655(2)(h) (h) Articles of incorporation and bylaws of the original savings bank, interim institution and resulting financial institution.

214.655 History History: 1991 a. 221; 1995 a. 27.

214.66 214.66 Conversion of an existing institution to a savings bank.

214.66(1m) (1m) From savings and loan association or federal savings bank. A savings and loan association organized under ch. 215, a federal savings and loan association with its home office in this state or a federal savings bank with its home office in this state may become a savings bank by doing all of the following:

214.66(1m)(a) (a) Applying to the division for authority to organize as a savings bank.

214.66(1m)(b) (b) Obtaining insurance of accounts from a deposit insurance corporation.

214.66(1m)(c) (c) Making any necessary application to its regulatory authority and paying all outstanding supervisory fees, examination fees, membership fees, other fees, penalties and assessments.

214.66(1m)(e) (e) Obtaining the division’s approval to convert to a savings bank.

214.66(1m)(f) (f) Recording the savings bank’s articles of incorporation in the county in which its home office is located.

214.66(1m)(g) (g) After obtaining the division’s approval, giving notice to its previous regulatory authority.

214.66(2) (2) From credit union. A credit union under ch. 186 may become a savings bank by doing all of the following:

214.66(2)(a) (a) Applying to the division for authority to organize as a savings bank and satisfying all requirements under this chapter for organizing as a savings bank.

214.66(2)(b) (b) Satisfying all requirements under s. 186.314 (2m) for conversion to a savings bank.

214.66(2)(c) (c) Recording the savings bank’s articles of incorporation in the county in which its home office is located.

214.66 History History: 1991 a. 221; 1995 a. 27; 2011 a. 32.

214.665 214.665 Emergency merger.

214.665(1) (1) With the prior approval of the division, which shall state that the proposed merger is necessary for the protection of depositors and other creditors, a savings bank that is in default or in danger of default may, by a majority vote of its board of directors and without a stockholder vote, merge with another savings bank, a state or federal savings and loan association, a state bank or a federal bank. The other entity shall be the resulting or continuing savings bank, savings and loan association or bank.

214.665(2) (2) The division shall by rule establish standards for determining if a savings bank is in default or in danger of default.

214.665 History History: 1991 a. 221; 1995 a. 27, 103.

214.67 214.67 Emergency sale of assets.

214.67(1) (1) With the prior approval of the division, which shall state that the proposed sale is necessary for the protection of depositors and other creditors, a savings bank may, by a majority vote of its board of directors and, notwithstanding s. 214.65 (1), without a stockholder vote, sell all or any part of its assets to another savings bank, a state or federal savings and loan association, a state bank or a national bank if the savings bank, savings and loan association or bank assumes in writing all of the liabilities of the selling savings bank or to a deposit insurance corporation.