Organizational conversion of mutual savings bank to stock savings bank. 214.685(1)(1)
A mutual savings bank may convert to a stock savings bank under this section. The board of directors of the mutual savings bank shall adopt a plan of conversion that complies with this section and the rules of the division. The plan of conversion is subject to the approval of the division.
Conversion of a mutual savings bank shall be effective only if it is accomplished according to a plan of conversion approved by the division under sub. (1)
and if the plan is approved by an affirmative vote of the majority of all votes entitled to be cast by members. Notice of a meeting to vote on the plan of conversion shall be sent to each member at least 10 days before the meeting. The notice shall state the date, time, place and purpose of the meeting, provide a summary of the plan of conversion and include any other information the division requires.
Within 10 days after the date of a meeting at which a plan of conversion is adopted, the board of directors shall submit to the division all of the following:
A certified copy of the minutes of the meeting at which the plan is adopted.
Any additional information pertaining to the plan of conversion that the division may require.
The division may approve a plan of conversion if the division finds that the plan meets all of the following conditions:
Is fair and equitable to all depositors in the converting mutual savings bank.
Protects the interest of depositors of the resulting stock savings bank.
Complies with any standard which the division may promulgate by rule.
Does not permit members of the board of directors to acquire stock in the converting savings bank under terms that are different from the terms offered to depositors, except that a director who is an employee may participate in any tax qualified retirement plan acquiring stock in the converting savings bank.
The division may issue to a mutual savings bank a certificate of conversion to a stock savings bank, if the division determines the plan of conversion has been implemented as approved and the savings bank has complied with this section and any conditions to the approval. The date specified in the certificate is the effective date of the conversion. The certificate shall be recorded with the register of deeds in the county in which the home office of the savings bank is located.
Unless the plan of conversion provides otherwise, the directors of the converted mutual savings bank shall continue to serve as directors of the stock savings bank for the duration of the term to which they were elected.
Upon conversion of a mutual savings bank, the legal existence of the stock savings bank shall be a continuation of the mutual savings bank, and all property and every right, privilege, interest and asset of the mutual savings bank vests in the stock savings bank. The stock savings bank shall have, hold and enjoy the same in its own right to the same extent as the mutual savings bank. The resulting stock savings bank shall succeed to all the obligations and relations of the mutual savings bank. A pending action or judicial proceeding to which the mutual savings bank is a party may not be abated or discontinued because of the conversion. An action or proceeding may be prosecuted to final judgment, order or decree in the same manner as if the conversion had not been made and the resulting stock savings bank may continue the action in its corporate name. Any judgment, order or decree may be rendered for or against the stock savings bank which might have been rendered for or against the mutual savings bank. Each owner of a deposit account in the mutual savings bank continues ownership of the account in the stock savings bank under the same terms applicable to the account before conversion.
The division shall issue rules governing the conversion of mutual savings banks, including:
The fixing of a record date for determining member voting rights.
Provisions of the plan of conversion and restated articles of incorporation.
The composition, qualification and experience of principal officers and directors.
The distribution, issuance, sale and subscription of capital stock and additional paid-in capital.
Any other requirements for converting a mutual savings bank to a stock savings bank that the division considers to be necessary.
History: 1991 a. 221
; 1995 a. 27
See also ch. DFI-SB 21
, Wis. adm. code.
Powers of the division. 214.715(1)(1)
The division shall do all of the following:
Supervise and control savings banks and savings bank holding companies.
Employ persons necessary to administer this chapter.
Exercise the rights, powers and duties under this chapter or any related chapter.
Submit an annual report to the governor and the legislature regarding the work of the division under this chapter.
Commence an action to enforce any law of this state that applies to savings banks, service corporations, savings bank subsidiaries, affiliates or savings bank holding companies, including the enforcement of any obligation of the officers, directors, agents or employees of these entities.
Prescribe a uniform manner for maintaining the books and records of a savings bank.
Establish a reasonable fee structure, subject to approval of the review board, for savings banks and savings bank holding companies and for their service corporations and subsidiaries. The fees may include annual fees, application fees, regular and special examination fees and other fees that relate to the division's responsibilities under this chapter and that are directly attributable to the entities operating under this chapter. The division may assess, bill and collect fees established under this paragraph. The amounts collected by the division shall be used for the expenses of the division.
Employees of the division may not be subject to any civil liability or penalty, or to any criminal prosecution, for any error in judgment or discretion made in good faith and upon reasonable grounds in any action taken or omitted by the employee in an official capacity.
If it appears to the division that a savings bank is conducting its business in violation of this chapter, the division may report the facts to the department of justice which may bring an action to revoke the certificate of incorporation of the savings bank.
A savings bank that intends to move its home office or a branch office shall make an application to the division. In approving or denying the application for relocation, the division shall determine the need for relocation and determine whether undue harm or injury would be caused to any savings bank doing business in the area or vicinity of the proposed relocation.
See also DFI-SB
, Wis. adm. code.
Prohibited business relationships. 214.72(1)(a)
“Business relationship" means a financial interaction with a savings bank, including obtaining and renegotiating a loan; maintaining a deposit account or escrow account; obtaining and using a credit card; being a trustee or beneficiary of an estate or trust held by the savings bank; and renting a safe deposit box.
“Department" means the department of financial institutions.
“Financial regulator" means the department secretary and deputy secretary, and an administrator, a supervisor of data processing, legal counsel and a financial institution examiner employed by the department and includes any member of a financial regulator's immediate family, as defined in s. 19.42 (7)
A financial regulator may not request, accept or enter into a business relationship with a savings bank unless the business relationship is in the savings bank's ordinary course of business, is negotiated at arms' length and the terms are no more favorable than those available to members of the general public in like circumstances.
A financial regulator may not be an officer, director, employee or agent of a savings bank.
A financial regulator may not voluntarily acquire equity securities in a savings bank or a savings bank holding company. A financial regulator shall transfer equity securities which he or she owns within 90 days after commencement of employment as a financial regulator or within 90 days after acquiring ownership by inheritance or gift.
Notwithstanding par. (a)
, a financial regulator may not obtain a new loan from or renegotiate, refinance, renew, extend or modify an existing loan with a savings bank. A financial regulator may exercise contract rights under an existing variable rate, escalator or balloon-type mortgage. A financial regulator is not required to terminate a loan existing at the time he or she becomes a financial regulator.
Within 30 days after commencing employment as a financial regulator and at least once each year, each financial regulator, for himself or herself and covering his or her immediate family, shall complete a written, sworn report disclosing the nature of all business relationships with savings banks on forms prescribed by the department. Each report shall be reviewed by the department, except that the secretary's and deputy secretary's report shall be reviewed by the review board. The reviewers shall determine if any business relationship is or appears improper and, if so, may direct the termination of that business relationship within a reasonable, prescribed time period.
History: 1991 a. 221
; 1995 a. 27
Except as provided in par. (b)
, at least once every 18 months and more often if necessary, the division shall examine the books, records, operations and affairs of a savings bank. In the course of the examination, the division may also examine in the same manner any entity, company or individual that the division determines may have a relationship with the savings bank or a savings bank holding company, savings bank subsidiary, service corporation or affiliate of the savings bank, if the relationship may adversely affect the affairs, activities and safety and soundness of the savings bank.
In lieu of any examination required under par. (a)
, the division may accept any examination that may have been made of any savings bank within a reasonable period by the federal deposit insurance corporation, any federal agency with primary responsibility for supervising savings banks chartered under the laws of the United States, or any agency of another state with primary responsibility for supervising savings banks chartered under the laws of that state.
The division shall consider it to be necessary to conduct an examination more often than every 18 months if a required report from a savings bank indicates a material change in financial condition or a material violation of a state or federal law, of a federal regulation or of a rule of the division. If that condition is grounds for taking custody of the savings bank, the examination shall be initiated within 10 business days.
Subject to sub. (3m)
, an examination shall include a review of all of the following:
Quality of financial condition, including safety and soundness and investment and loan quality.
Compliance with this chapter and other applicable state laws and rules and federal laws and regulations.
Overall safety and soundness of the savings bank, its parent savings bank holding company, savings bank subsidiaries, service corporations and affiliates.
Remedial actions required to correct and to restore compliance with applicable statutes, regulations, rules and orders.
Any other matter the division considers to be appropriate.
In conducting examinations under sub. (1) (a)
, the division may accept and rely on information collected by other agencies or independent 3rd parties in determining whether a savings bank has satisfied any requirement that is part of the examination.
If a savings bank, its savings bank holding company or any of its savings bank subsidiaries or service corporations has not been audited at least once in the 12 months before the examination date under sub. (1) (a)
, notwithstanding sub. (1) (b)
, the division may order an audit of the entity's books and records to be made by an independent certified public accountant, selected by the division, who has experience in financial institution audits. The cost of the audit shall be paid for by the entity being audited.
Employees of the division or other designated agents may administer oaths and examine and take and preserve testimony under oath as to anything in the affairs or ownership of the savings bank or the entity examined.
An examination report under s. 214.735
or a report based upon an examination accepted under sub. (1) (b)
, may contain directives to correct violations or to perform acts to ensure the safety and soundness of the savings bank or the entity examined.
If a savings bank fails to submit to an examination, the division shall report that failure to the attorney general, who shall institute proceedings to revoke its certificate of incorporation.
Upon completion of an examination, the division shall provide an examination report to the board of directors of the savings bank or other entity examined. Each director shall read the report and shall sign an affidavit affirming that the director has read and understands the report. The affidavits shall be retained by the savings bank or entity examined and may be examined by the division.
History: 1991 a. 221
; 1995 a. 27
Orders of the division. 214.74(1)(1)
If the affairs of the savings bank, savings bank subsidiary, service corporation or affiliate or savings bank holding company are not being conducted in accordance with this chapter, the division may require the directors, officers and employees to take necessary corrective action. If the necessary corrective action is not taken, the division may issue an order to the directors of the entity, to be served personally or by certified mail, specifying a date for the performance of the corrective action.
If the order contains a finding that the business of the savings bank or savings bank holding company is being conducted in a fraudulent, illegal, unsafe or unsound manner or that the violation or the continuance of the practice to be corrected may cause insolvency, substantial dissipation of assets or earnings or the impairment of capital, the savings bank or savings bank holding company shall comply with the order immediately, unless the order is modified or withdrawn by the division or modified or terminated by a court. Notwithstanding sub. (3)
, the division may apply to the circuit court in the county in which the home office of the savings bank or savings bank holding company is located for enforcement of an order.
If a hearing before the review board has not been requested within 20 days after service of an order, the division may, at any time within 90 days after the date specified in the order for an action to be taken or discontinued, commence an action in the circuit court of the county in which the home office of the savings bank or savings bank holding company is located to compel the directors, officers or employees to take required corrective action. If a hearing is requested pursuant to s. 214.78
, the division may institute suit within 90 days after a determination by the review board.
This section is in addition to the enforcement authority of the division under subch. XII
History: 1991 a. 221
; 1995 a. 27
See also ss. DFI-SB 2.03
, Wis. adm. code.
Division's notice to members or stockholders.
The division may prepare a statement of the condition of the savings bank, affiliate, savings bank subsidiary, service corporation or savings bank holding company and may mail the statement to the members or stockholders or may publish the statement as a class 1 notice under ch. 985
. The expense of a mailing or publication shall be paid by the savings bank, affiliate, savings bank subsidiary, service corporation or savings bank holding company.
History: 1991 a. 221
; 1995 a. 27
Record keeping and retention. 214.75(1)(1)
A savings bank shall maintain books and records, as required by the division, in accordance with generally accepted accounting principles and the requirements of its deposit insurance corporation. All books and records shall be current, complete, organized and accessible to the division's agents and examiners and to the savings bank's auditors and accountants.
A savings bank employing an outside data processing service shall inform the division at the initiation, renewal or changing of a contract for data processing services with an outside data processing service. The contract shall be submitted to the division at least 60 days before its implementation. The contract shall provide that the records maintained shall at all times be available for examination and audit by the division. A savings bank shall implement internal control and security measures for its data processing activities.
The division may examine any data processing center that provides data processing or related services to a savings bank as often as the division examines the savings bank it serves.