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214.342 Cross-reference Cross-reference: See also ss. DFI-SB 3.05 and 7.01, Wis. adm. code.
214.345 214.345 Conduct of directors and officers.
214.345(1)(1)Upon election, a director shall take an oath that the director will diligently and honestly perform the duties of that office and will not knowingly violate or willingly permit to be violated this chapter, any rules of the division, the articles of incorporation or bylaws under which the savings bank operates or any other state or federal law applicable to a savings bank.
214.345(2) (2)The division may require disclosure by directors, officers and employees of their personal interest, directly or indirectly, in any business or transaction on behalf of or involving the savings bank and of their control of or active participation in enterprises having activities related to the business of the savings bank.
214.345(3) (3)An officer, director and employee shall avoid conflict of interest situations in which a person in a decision-making position must decide between his or her personal financial interests and those of the savings bank. The board of directors shall establish written policies and procedures reasonably calculated to identify potential conflicts of interest and to avoid placing an officer, director or employee in such a position.
214.345(4) (4)All of the following restrictions govern the conduct of directors and officers of savings banks:
214.345(4)(a) (a) An officer or director of a mutual savings bank may not act as a director or officer of another mutual savings bank.
214.345(4)(b) (b) A director may receive as remuneration reasonable fees, which may include deferred compensation arrangements, for services as a director or for service as a member of a committee of directors. A director who is also an officer or employee of the savings bank may receive compensation for service as an officer or employee, including deferred compensation arrangements.
214.345(4)(c) (c) A director or officer may not have any interest, direct or indirect, in the purchase at less than its face value of a deposit account of the savings bank.
214.345(4)(d) (d) A savings bank or director or officer of the savings bank may not directly or indirectly require, as a condition to the granting of a loan or the extension of any other service by the savings bank or its affiliates, that the borrower or any other person undertake a contract of insurance or any other agreement or understanding with respect to the direct or indirect furnishing of any other goods or services with a specific person.
214.345(4)(e) (e) An officer or director acting as proxy for a member of a mutual savings bank may not exercise, transfer or delegate that right for a private benefit or advantage, direct or indirect, that accrues to the officer or director nor surrender control or pass the officer's or director's office to any other for a private benefit or advantage, direct or indirect.
214.345(4)(f) (f) A director or officer may not solicit, accept or agree to accept, directly or indirectly, from any person other than the savings bank any gratuity, compensation or other personal benefit for any action taken by the savings bank or for attempting to procure any action by the savings bank.
214.345(5) (5)
214.345(5)(a)(a) Subject to the approval of the division, a savings bank's bylaws shall provide for reasonable indemnification to its officers, directors and employees in connection with the faithful performance of their duties for the savings bank. For stock savings banks, the provisions shall be consistent with those under ss. 180.0850 to 180.0859. For mutual savings banks, the provisions shall be consistent with those under ss. 215.512 to 215.525.
214.345(5)(b) (b) The provisions relating to the limited liability of directors under s. 180.0828, as they apply to a director of a corporation, apply to a director of a stock savings bank. The provisions relating to the limited liability of directors and officers under s. 215.525, as they apply to a director or officer of a mutual savings and loan association, apply to a director or officer of a mutual savings bank.
214.345 History History: 1991 a. 221; 1995 a. 27, 103; 1997 a. 35.
214.345 Cross-reference Cross-reference: See also ch. DFI-SB 7 and ss. DFI-SB 2.02, 3.03, 3.04, 3.05, and 3.07, Wis. adm. code.
214.37 214.37 Access to books and records; communication with members and stockholders.
214.37(1)(1)In this section, “financial records" means an original, copy or summary of any document or item containing information pertaining to any relationship established in the ordinary course of business between a savings bank and a customer.
214.37(2) (2)Except as provided in this section, no person may have access to the books and records of a savings bank or receive a list of the members or stockholders.
214.37(3) (3)A person shall have the right to inspect books and records of the savings bank that pertain to the person's deposit accounts or loans.
214.37(4) (4)This section does not prohibit any of the following:
214.37(4)(a) (a) The preparation, examination, handling or maintenance of financial records by any officer, employee or agent of a savings bank having custody of records or examination of records by a certified public accountant or other person engaged by the savings bank to perform an audit.
214.37(4)(b) (b) The examination of financial records by, or the furnishing of financial records by a savings bank to, any officer, employee or agent of the division or a deposit insurance corporation for use solely in the exercise of that person's duties as an officer, employee or agent.
214.37(4)(c) (c) The publication of data furnished from financial records if the data cannot be identified to any person, deposit account or loan file.
214.37(4)(d) (d) The making of reports or returns required under the internal revenue code.
214.37(4)(e) (e) The furnishing of information concerning the dishonor of a negotiable instrument permitted to be disclosed under the uniform commercial code.
214.37(4)(f) (f) The exchange in the regular course of business of credit information between a savings bank and another financial institution or a mortgage banker or between a savings bank and a consumer reporting agency.
214.37(4)(g) (g) The furnishing of information to the appropriate law enforcement authorities if the savings bank reasonably believes a crime involving the savings bank has been committed.
214.37(4)(h) (h) The furnishing of information pursuant to ch. 177.
214.37(4)(i) (i) The furnishing of information pursuant to the currency and foreign transactions reporting act, 31 USC 5311 to 5326.
214.37(4)(j) (j) The furnishing of information pursuant to any other statute which by its terms or by rules promulgated under that statute requires the disclosure of financial records other than by subpoena, summons, warrant or court order.
214.37(4)(k) (k) The disclosure of the current balance of a depositor's account and the identification of the account to any person who submits all of the following:
214.37(4)(k)1. 1. An affidavit stating that the person has standing under s. 867.01 (3) (ac) or 867.02 (2) (ac) to petition for summary settlement or assignment of a decedent's estate or that the person is an heir of the decedent, or was guardian, as defined in s. 54.01 (10) or s. 880.01 (3), 2003 stats., of the decedent at the time of the decedent's death, and may obtain transfer of property of a decedent under s. 867.03.
214.37(4)(k)2. 2. A certified copy of the depositor's death record. If the savings bank already possesses a certified copy of the depositor's death record, this subdivision does not apply.
214.37(4)(L) (L) The disclosure of information relating to the financial records of a customer if authorized by that customer.
214.37(4)(m) (m) The disclosure of financial records under a subpoena, summons, warrant or court order, if the savings bank mails a copy of the subpoena, summons, warrant or court order to the customer, if living, or the customer's personal representative, if known, at that person's last-known address by 1st class mail, postage prepaid, unless the savings bank is specifically prohibited from notifying the person under a state or federal law or by order of the court.
214.37(5) (5)If a member or stockholder desires to communicate with other members or stockholders of the savings bank with reference to any question pending or to be presented at an annual or special meeting, the savings bank shall give that person, upon written request, a written statement of the approximate number of members or stockholders entitled to vote at the meeting and an estimate of the cost of preparing and mailing the communication. The requester shall submit the communication to the division who, if finding it to be appropriate and accurate, shall direct the savings bank to prepare and mail the communication to the members or stockholders upon the requester's payment or adequate provision for payment of the expenses of preparation and mailing.
214.37(7) (7)A savings bank may sell or otherwise make use of a complete or partial list of customers if all of the following apply:
214.37(7)(a) (a) The list does not classify customers by individual financial criteria and contains only the names and addresses of customers.
214.37(7)(b) (b) The savings bank gives each customer prior written notice of the savings bank's intent to furnish information about the customer and informs the customer that the customer has the right to prohibit the release by notifying the savings bank in writing on a form provided by the savings bank.
214.37(7)(c) (c) The person who is furnished a list agrees in writing not to furnish the list to another person.
214.37 Cross-reference Cross-reference: See also s. DFI-SB 2.06, Wis. adm. code.
214.375 214.375 Closing books. A savings bank shall close its books at least once annually and at such other times as the division may require. The date of the annual closing may be March 31, June 30, September 30 or December 31 or as otherwise provided by rule of the division.
214.375 History History: 1991 a. 221; 1995 a. 27.
subch. VI of ch. 214 SUBCHAPTER VI
214.40 214.40 Minimum capital.
214.40(1)(1)A savings bank may be organized to exercise the powers conferred by this chapter with minimum capital, surplus and reserves for operating expenses as determined by the division. The division may not establish requirements for savings banks at a level less than that required for insurance of accounts. For a savings bank other than one resulting from the conversion from an existing financial institution, the division may establish capital requirements at least as stringent as those required under s. 214.43 (1).
214.40(2) (2)A stock savings bank may not commence business until it has a paid-in surplus equal to 20 percent of its capital. The division may waive this requirement for a financial institution that converts to a savings bank.
214.40(3) (3)A stock financial institution seeking to convert to a savings bank under s. 214.66 (1m) shall, before declaring a dividend on its capital stock, transfer not less than 50 percent of its net profits of the preceding half year to its paid-in surplus until it has paid-in surplus equal to 20 percent of capital stock.
214.40 History History: 1991 a. 221; 1995 a. 27; 2011 a. 32.
214.40 Cross-reference Cross-reference: See also ss. DFI-SB 3.08 and 5.01, Wis. adm. code.
214.405 214.405 Evidence of capital.
214.405(1)(1)The capital of a stock savings bank shall be evidenced by stock and noncumulative perpetual preferred stock as authorized by the articles of incorporation.
214.405(2) (2)Stock is personal property and may be transferred as provided in this chapter and the bylaws of the savings bank.
214.405 History History: 1991 a. 221.
214.41 214.41 Capital stock; nature. Capital stock shall constitute a secondary reserve out of which losses shall be paid after all other available reserves have been exhausted. The shares shall be nonwithdrawable, except as provided in s. 214.42, until all liabilities of the savings bank have been satisfied in full, including payment of the withdrawal value of all deposit accounts.
214.41 History History: 1991 a. 221.
214.42 214.42 Retirement or reduction of capital stock.
214.42(1)(1)The board of directors of a stock savings bank may propose an amendment to the articles of incorporation providing for the retirement of all of the capital stock and a detailed plan for effectuating the amendment. The resulting capital of the savings bank may not be less than the minimum initial capital that is required to organize a savings bank. The proposal shall be subject to the division's approval.
214.42(2) (2)If the division approves the proposal, the savings bank's board of directors may request in writing an appraisal of the value of the capital stock. The division shall order an appraisal to be made at the expense of the savings bank.
214.42(3) (3)The proposal shall be submitted to the stockholders at an annual or special meeting. It shall be adopted if it receives the affirmative vote of the holders of two-thirds or more of the outstanding shares of stock. The proposal takes effect upon completion of the procedure under s. 214.25 for the amendment of articles of incorporation.
214.42(4) (4)A savings bank may amend its articles of incorporation in accordance with the procedure under s. 214.25 to reduce its capital stock, but may not reduce its capital stock to an amount less than the minimum initial capital stock required to organize a savings bank.
214.42 History History: 1991 a. 221; 1995 a. 27.
214.43 214.43 Capital maintenance.
214.43(1)(1)A savings bank shall maintain total capital of not less than 6 percent of total assets. This is the minimum capital level acceptable for a savings bank that is well-managed and whose overall financial condition is fundamentally sound. If the division determines that the financial condition or history, management or earnings prospects of a savings bank are not adequate, the division may require a higher minimum capital level for the savings bank.
214.43(2) (2)A savings bank shall maintain total capital necessary to ensure the continuation of insurance of its deposit accounts by a deposit insurance corporation.
214.43(3) (3)The board of directors may establish and maintain specific reserves, as it considers to be advisable, to provide for losses or liabilities. Losses may be charged to those reserves as the board of directors may determine.
214.43 History History: 1991 a. 221; 1995 a. 27.
214.43 Cross-reference Cross-reference: See also ss. DFI-SB 3.08 and 5.01, Wis. adm. code.
214.435 214.435 Dividends.
214.435(1)(1)Subject to the restrictions in this section and the savings bank's bylaws, the board of directors from time to time may declare dividends on stock.
214.435(2) (2)The board of directors may not declare dividends if the total capital of the savings bank is less than that required under s. 214.43.
214.435(3) (3)The board of directors may quarterly, semiannually or annually declare a dividend on capital stock of so much of the net profits of the savings bank that the board determines to be expedient, except that until the paid-in surplus of the savings bank equals its capital stock, a dividend may not be declared unless there has been transferred to paid-in surplus not less than 10 percent of the net profits of the preceding half year in the case of quarterly or semiannual dividends, or not less than 10 percent of the net profits for the preceding year in the case of annual dividends. A stock dividend may be declared out of retained earnings with the written approval of the division.
214.435(4) (4)The written approval of the division is required before any dividends on stock that exceed 50 percent of the savings bank's net profits of that year may be declared in any calendar year.
214.435 History History: 1991 a. 221; 1995 a. 27.
214.44 214.44 Loans or discounts on capital stock. A savings bank may not make a loan or discount on the security of or be the purchaser or holder of the shares of its own stock or preferred stock or on the security of its own debentures or evidences of its debt that are convertible to stock or are junior or subordinate in rights of payment to deposits or other liabilities of the savings bank, unless the security or purchase is necessary to prevent a loss on a debt previously contracted in good faith; and the stock or evidence of indebtedness acquired or purchased shall, within 6 months after the date of its acquisition, be sold or disposed of at public or private sale.
214.44 History History: 1991 a. 221.
subch. VII of ch. 214 SUBCHAPTER VII
214.48 214.48 General provisions.
214.48(1)(1)In this subchapter, “underwriting" means the process of compiling information to support a determination as to whether an investment or extension of credit shall be made by a savings bank. “Underwriting" includes evaluating a borrower's creditworthiness, determination of the value of the underlying collateral, market factors, and the appropriateness of the investment or loan for the savings bank. “Underwriting" does not include an agreement to purchase unsold portions of public offerings of stocks or bonds as commonly used in corporate securities issuances and sales.
214.48(2) (2)A savings bank may not make a loan or investment authorized by this subchapter unless the savings bank first determines that the type, amount, purpose and repayment provisions of the loan or investment in relation to the borrower's or issuer's resources and credit standing support the reasonable belief that the loan or investment will be financially sound and will be repaid according to its terms and that the loan or investment is not unlawful.
214.48(3) (3)Each loan or investment that a savings bank makes or purchases, in whole or in part, shall be adequately underwritten and reserved against as necessary in accordance with its payment performance, and in accordance with rules of the division.
214.48(4) (4)Every appraisal or reappraisal of property that a savings bank is required to make shall be made by one of the following:
214.48(4)(a) (a) An independent qualified appraiser, designated by the board of directors, who is properly licensed and certified by the department of safety and professional services or by another entity authorized to govern appraisal licensure and certification and who meets the requirements of title XI of the financial institutions reform, recovery and enforcement act of 1989, 12 USC 3331 to 3351 and regulations adopted pursuant to those sections.
214.48(4)(b) (b) If an insured or guaranteed loan, an appraiser appointed by any lending, insuring or guaranteeing agency of the United States or this state that insures or guarantees the loan, in whole or in part.
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