215.517 Additional rights to indemnification and allowance of expenses. 215.518 Court-ordered indemnification. 215.519 Indemnification and allowance of expenses of employees and agents. 215.523 Reliance by directors or officers. 215.524 Consideration of interests in addition to members’ interests. 215.525 Limited liability of directors and officers. 215.528 General operation of a mutual association. 215.53 Absorption involving mutual associations. 215.56 Voluntary liquidation of a mutual association. 215.57 Jurisdictional conversion of mutual associations. 215.58 Organizational conversion from mutual to stock form. 215.59 Mutual savings and loan holding companies. SUBCHAPTER III
CAPITAL STOCK SAVINGS AND LOAN ASSOCIATIONS; ORGANIZATION AND MANAGEMENT
215.60 Incorporation of a capital stock savings and loan association. 215.61 Articles of incorporation for capital stock associations. 215.62 Bylaws of stock associations. 215.64 Control of association by holding company. 215.70 Directors of a stock association. 215.71 Officers of stock association. 215.72 General operations of a stock association. 215.73 Absorption involving stock associations. 215.76 Voluntary liquidation of a stock association. 215.77 Jurisdictional conversion of capital stock associations. GENERAL PROVISIONS ON SAVINGS AND LOAN ASSOCIATIONS
215.01215.01 Definitions. In this chapter: 215.01(1)(1) “Association” means a savings and loan association, a building and loan association or a savings association operating as a mutual or capital stock corporation. 215.01(2)(2) “Board” means the board of directors of an association. 215.01(3)(3) “Branch office” means a place of business, other than the home office, where the business of an association is conducted but does not include a limited office or extended office under s. 215.13 (36) or (47). 215.01(4)(4) “Bylaws” means the bylaws of a given association. 215.01(5)(5) “Capital stock” means the aggregate of shares of nonwithdrawable stock issued by a stock association. 215.01(6)(6) “Division” means the division of banking. 215.01(6m)(6m) “Deposit insurance corporation” means the federal deposit insurance corporation or any other instrumentality of or corporation chartered by the United States that insures deposits of an association and is supported by the full faith and credit of the federal government. 215.01(7)(7) “Earnings” means the return paid on or credited to savings accounts, and may be designated as earnings, dividends or interest. 215.01(7m)(7m) “Federal regulatory agency” means a federal agency or entity that supervises and examines an association. 215.01(8)(8) “Federal savings and loan association” means a savings and loan association organized pursuant to the Home Owners’ Loan Act of 1933, and any acts amendatory thereof and supplementary thereto. 215.01(9)(9) “Foreign association” means a savings and loan association organized under the laws of any other state or territory, but does not include a federal association. 215.01(10)(10) “Guaranteed mortgage loans” means loans wholly or partially guaranteed by the U.S. department of veterans affairs under the servicemen’s readjustment act of 1944, P.L. 78-346, and acts amendatory thereof and supplementary thereto. 215.01(11)(11) “Home office” means the principal place of business of an association. 215.01(13)(13) “Impairment of savings accounts” means that the assets of an association do not have an aggregate appraised value equal to the aggregate savings accounts and other liabilities of the association. 215.01(15)(15) “Insured loans” means loans wholly or partially insured by a state or federal agency. 215.01(17)(17) “Member” means a person owning a savings account in a mutual association or in a stock association if the stock association is a subsidiary of a mutual savings and loan holding company but does not include a person owning a savings account evidenced by a negotiable certificate of deposit which is not in registered form. 215.01(18)(18) “Mutual association” means a mutual savings and loan association. 215.01(18m)(18m) “Mutual savings and loan holding company” means a holding company organized under s. 215.59. 215.01(19)(19) “Net income” means the gross income for a period less the aggregate of expenses, determined according to generally accepted accounting principles or an accounting standard or practice approved by the division. 215.01(20)(a)(a) In a stock association, the aggregate of capital stock, additional paid-in capital, retained earnings and other accounts designated as components of net worth by the division, determined according to generally accepted accounting principles or an accounting standard or practice approved by the division. 215.01(20)(b)(b) In a mutual association, the aggregate of retained earnings and other accounts designated as components of net worth by the division, determined according to generally accepted accounting principles or an accounting standard or practice approved by the division. 215.01(22)(22) “Review board” means the banking institutions review board. 215.01(23)(23) “Saver” means a person who is an owner of a savings account in a given association. 215.01(24)(24) “Savings account” means the monetary interest of the owner thereof in the aggregate of savings accounts in the association and consists of the withdrawal value of such interest. 215.01(24m)(24m) “Savings and loan holding company” includes a mutual savings and loan holding company or an equivalent mutual entity organized under the laws of another jurisdiction, a stock savings and loan holding company and includes any person, corporation, partnership, trust, joint stock company, association, state or federal savings and loan association, state or federal savings bank or state or national bank, which owns, holds or in any manner controls, directly or indirectly, 10 percent of the stock in a savings and loan association. 215.01(25)(25) “State chartered association” means a savings and loan association organized under this chapter. 215.01(26)(26) “Stock association” means a capital stock savings and loan association. 215.01(27)(27) “Stockholder” means a person owning one or more shares of capital stock in a capital stock association. 215.01(27m)(27m) “Stock savings and loan holding company” means a savings and loan holding company organized as a capital stock corporation. 215.01(27s)(27s) “Thrift institution” means an association, a federal savings and loan association or a federal or state savings bank. 215.01(28)(28) “Withdrawal value of a savings account” means the aggregate of deposits in a savings account and the total earnings credited to that account, less withdrawals. 215.01 AnnotationChapter 215 is inapplicable to federal savings and loan associations. Kaski v. First Federal Savings & Loan Association of Madison, 72 Wis. 2d 132, 240 N.W.2d 367 (1976). 215.02215.02 Powers of the division. 215.02(4)(4) Immunity. Employees of the division shall not be subject to any civil liability or penalty, nor 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 the employee’s official capacity. 215.02(5)(5) Actions venue. Proceedings by any association to enjoin the division in the discharge of the division’s duties shall be had in the county where the savings and loan association is located, or in the state supreme court. All suits and proceedings arising out of this chapter, in which the state, or any of its officers or agents are parties, shall be conducted under the direction and supervision of the department of justice. 215.02(6)(6) Disclosure of information; penalty. 215.02(6)(a)(a) All employees of the division and members of the review board shall keep confidential all the facts and information obtained in the course of examinations by the office and all examination and other confidential information obtained from a deposit insurance corporation, a federal regulatory agency or any state regulatory authority, including an authority of this state or another state, for financial institutions, mortgage bankers, insurance or securities, except: 215.02(6)(a)1.1. So far as the public duty of such person requires the person to report upon or take special action regarding the affairs of any association. 215.02(6)(a)2.2. When called as a witness in any criminal proceeding or trial in a court of justice. 215.02(6)(a)3.3. For the purpose of comparing notes as to matters affecting an association with an examiner of a deposit insurance corporation or a federal regulatory agency as to any association whose savings accounts are insured by the deposit insurance corporation. 215.02(6)(a)4.4. The division may furnish to the deposit insurance corporation, to a federal regulatory agency or to any official or examiner of a deposit insurance corporation or a federal regulatory agency a copy of any examination made by the division of any association or of any report made by an association and filed with the division. 215.02(6)(a)6.6. The division may disclose to any regulatory authority of this state or another state for financial institutions, mortgage bankers, insurance or securities facts and information obtained in the course of examinations by the division, if the regulatory authority agrees to keep the facts and information confidential. 215.02(6)(a)7.7. The division may furnish to a federal home loan bank a copy of any examination report made by, or other supervisory information created by, the division of any association if the federal home loan bank agrees to keep the examination report or other information confidential. 215.02(6)(b)(b) If any person mentioned in par. (a) discloses the name of any debtor of any association or any information about the private account or transactions of such association, discloses any fact obtained in the course of any examination of any association, or discloses examination or other confidential information obtained from any state or federal regulatory authority, including an authority of this state or another state, for financial institutions, mortgage bankers, insurance or securities, except as provided in par. (a), he or she is guilty of a Class I felony and shall forfeit his or her office or position. 215.02(7)(a)(a) In addition to performing the duties prescribed in this chapter, the division shall, with the approval of the review board, issue orders prescribing reasonable rules for conducting the business of associations, subject to the requirements of ch. 227. 215.02(7)(c)(c) If the division, as a result of any examination or report made to the division, finds that any association is violating the provisions of the articles or bylaws of the association, or the laws of this state, or the laws of the United States, or any lawful rule or order promulgated by the division and review board or any order of the division, the division shall deliver a formal written order to the board of directors of the association in which the facts known to the division are set forth, demanding the discontinuance of the violation and, where applicable, order the association to institute corrective action thereon. The association affected by the order may within 10 days after the order has been delivered to the association request a review of the findings and order before the division, at which time any pertinent evidence may be presented. After review, the division, on the basis of the evidence presented and any matters of record in the division’s offices, shall continue, modify or set aside the order. The enforcement of any order issued under this paragraph shall be stayed pending review before the division, and during the period of any subsequent review under s. 215.04 (4). 215.02(7)(d)(d) Any association which willfully violates par. (c) or any order issued thereunder shall, for each violation, forfeit not more than $250 per day for each day the violation continues. Assessment of any forfeiture shall become effective 20 days from the date of delivery of the order, 20 days from the date of review by the division, if requested, or 20 days from the date of the decision of the review board, if an appeal is taken pursuant to s. 215.04 (4). 215.02(8)(8) Revocation of certificate of incorporation or license. Whenever it appears to the division that any association or corporation which has received a certificate of incorporation or a license to do business in this state is conducting its business in violation of this chapter, the division shall report the facts to the department of justice which may bring an action to revoke the certificate of incorporation or license of such association or corporation. 215.02(9)(9) Approval of acts. Whenever any association requests approval of the division for any act, which by statute requires such approval, the division shall have 90 days in which to grant or deny such approval. If the division fails to act, approval shall be deemed to have been granted. In matters which require the holding of public hearings, the 90-day period shall not commence until the conclusion of the hearing and the date set by the division for receipt of briefs. 215.02(10)(10) Removal of officers, directors or employees. 215.02(10)(a)1.1. The division may remove an officer, director or employee of an association if either of the following applies: 215.02(10)(a)1.a.a. The policies or practices of the officer, director or employee are prejudicial to the best interest of the association or its savers, endanger or will endanger the safety or solvency of the association, or impair the interests of the savers. 215.02(10)(a)1.b.b. The officer, director or employee violates or permits the violation of this chapter, a rule promulgated under this chapter or an order of the division. 215.02(10)(a)2.2. The division may issue an order removing an officer, director or employee under subd. 1. only after the officer, director or employee is afforded a hearing before the review board and the review board approves the order. 215.02(10)(a)3.3. An order of removal takes effect on the date issued. A copy of the order shall be served upon the association and upon the officer, director, or employee in the manner provided by law for service of a summons in a court of record or by mailing a copy to the association and officer, director, or employee at their last-known, post-office addresses. Any removal under this subsection has the same effect as if made by the board of directors or the members or stockholders of the association. An officer, director, or employee removed from office or employment under this subsection may not be elected as an officer or director of, or be employed by, an association without the approval of the division and the review board. An order of removal under this subsection is a final determination of the review board under s. 215.04 (5).
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Chs. 178-226, Partnerships and Corporations; Transportation; Utilities; Banks; Savings Associations
statutes/215.01
statutes/215.01
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