Chapter 215

215.59(3)(a)8. 8. Hold, manage or liquidate assets owned by or acquired from a subsidiary.

215.59(3)(a)9. 9. Hold or manage property used by the mutual savings and loan holding company or a subsidiary.

215.59(3)(a)10. 10. Unless limited or prohibited by the division, engage in any activity that the federal reserve board permits a bank holding company to engage in under 12 CFR 225, subpart C, promulgated pursuant to 12 USC 1843 (c) or any activity that the federal savings and loan insurance corporation authorized a multiple savings and loan holding company to engage in directly on March 5, 1987.

215.59(3)(a)11. 11. Be absorbed by a mutual association under s. 215.53 (1) (a) 4. or by a mutual savings bank.

215.59(3)(a)12. 12. Dissolve itself and the stock association chartered under sub. (1) (b) 1. and convert itself and the stock association into a mutual association or mutual savings bank under a plan, approved by the division, that provides that the converting mutual savings and loan holding company ceases to engage in activities that the converted association or savings bank may not engage in and that provides that stock in a subsidiary association or savings bank that is not held by the converting mutual savings and loan holding company is redeemed.

215.59(3)(b) (b) Powers of subsidiaries. This subsection does not limit the powers of an association that is a subsidiary of a mutual savings and loan holding company.

215.59(4) (4) Stock in subsidiary. Under a plan approved by the division, a stock association that is a subsidiary of a mutual savings and loan holding company may issue any number of nonvoting shares and less than 50 percent of the voting shares of the stock association to persons other than the mutual savings and loan holding company.

215.59 History History: 1989 a. 242; 1991 a. 221; 1995 a. 27.

subch. III of ch. 215 SUBCHAPTER III

CAPITAL STOCK SAVINGS AND LOAN ASSOCIATIONS; ORGANIZATION AND MANAGEMENT

215.60 215.60 Incorporation of a capital stock savings and loan association.

215.60(1) (1) Use of name.

215.60(1)(a) (a) A corporation organized under this subchapter shall be known as a capital stock association. The words “savings and loan association” or “savings association” shall form part of the name of every capital stock association so organized.

215.60(1)(b) (b) No corporation other than a corporation organized under this subchapter or subch. II may use a name embodying those words. No association may adopt a name identical to that of any other association or so similar to an existing association name as to be misleading.

215.60(1)(c) (c) An association shall include the word “savings” in its name if its name includes the word “bank”. This paragraph does not apply to an association name if the association obtained approval for use of the name from the division before February 12, 1992.

215.60(2) (2) Minimum requirements. The division by rule shall determine:

215.60(2)(a) (a) The minimum number of stockholders required to organize a capital stock association in any locality.

215.60(2)(b) (b) The minimum amount of capital stock and additional paid-in capital.

215.60(2)(c) (c) Such other requirements as the division deems necessary or desirable.

215.60(3) (3) Who may organize. Any individual who is a resident of this state may apply to the division for authority to incorporate a stock association under this section. The individual applying is the incorporator.

215.60(4) (4) Application to organize. The application to organize a capital stock association shall set forth:

215.60(4)(a) (a) The name of the proposed association.

215.60(4)(b) (b) The location of the proposed association.

215.60(4)(c) (c) The name, residence and occupation of each incorporator.

215.60(4)(d) (d) The amount of initial capital stock and additional paid-in capital.

215.60(4)(e) (e) The amount of initial savings accounts.

215.60(4)(f) (f) The need for an association in the locality in which the proposed association intends to locate.

215.60(4)(g) (g) The name and addresses of the initial directors.

215.60(4)(h) (h) Such other information as the division requires.

215.60(5) (5) Application fee. The incorporators shall pay to the division a $500 fee, which sum shall be paid by the division into the general fund to the credit of the division. Applicants shall also be liable for any other direct costs incurred by the division or review board for any transcripts of hearings, per diems and travel expenses.

215.60(6) (6) Notice of application and hearing thereon. Upon receipt of a properly executed application, the division shall, within 30 days, assign a date and place for hearing on the application and notice thereof shall be given as provided in s. 215.40 (7).

215.60(7) (7) Certificate of authority; when issued. If the application to organize a capital stock association is approved, the division shall issue to the incorporators a certificate of authority to effect a temporary organization, consisting of a chairperson, a secretary and a treasurer; to adopt articles of incorporation; to adopt bylaws; to adopt rules for the procedure of the incorporators; to conduct meetings; and to open subscription books for the sale of capital stock and also open subscription books for savings accounts.

215.60(8) (8) Powers of incorporators. Until completion of its organization, incorporators of a stock association may exercise such other powers as are conferred upon the incorporators of other corporations, if such powers are not in conflict with this chapter.

215.60(9) (9) Surety bonds of officers. The incorporators of a capital stock association shall provide a surety bond in a suitable amount from the treasurer and other officers who may handle funds of the temporary organization.

215.60(10) (10) Certificate of authority, when voided. The certificate of authority as described in sub. (7) shall be void after 180 days from its date, but the division may, for cause, extend the life of the certificate for such time as the division deems advisable.

215.60(11) (11) Certificate of compliance.

215.60(11)(a) (a) Within the time prescribed in sub. (10), the incorporators of the proposed capital stock association shall file with the division a certificate stating:

215.60(11)(a)1. 1. That articles of incorporation have been executed, filed with and approved by the division and recorded;

215.60(11)(a)2. 2. That a meeting of stockholders was held and that directors and officers acceptable to the division were elected at the meeting;

215.60(11)(a)3. 3. That bylaws were adopted and filed with and approved by the division;

215.60(11)(a)4. 4. That the minimum number of required stockholders subscribing for capital stock was obtained, and that the stockholders, in the aggregate, paid to the association the required minimum amount of capital stock and additional paid-in capital;

215.60(11)(a)5. 5. That the funds, representing the initial sale of capital stock and additional paid-in capital, have been deposited in the association’s designated depository bank;

215.60(11)(a)6. 6. That ground floor, independent office quarters have been obtained for the proposed association;

215.60(11)(a)7. 7. That insurance of savings accounts has been obtained from the deposit insurance corporation or other instrumentality approved by the division; and

215.60(11)(a)8. 8. That a competent person, fully conversant with savings and loan laws and regulations, has been engaged to handle the affairs of the proposed association.

215.60(11)(b) (b) No business, other than that of completing the organization of the proposed capital stock association, may be transacted until such time as the division issues a certificate of incorporation to the association to commence business.

215.60(12) (12) Certificate of incorporation, when issued. Upon receipt of the certificate of compliance from the incorporators, described in sub. (11), and after all fees have been paid, the division may within 90 days issue a certificate of incorporation to the association authorizing the association to commence business. The date appearing on the certificate of incorporation shall be the date of the corporate existence of the association.

215.60(13) (13) Certificate of incorporation, when voided. Any capital stock association failing to commence business within 6 months from the date of the certificate of incorporation shall have its corporate existence terminated, and its articles of incorporation and certificate of incorporation shall be voided, but the division may for cause, extend the life of such certificate for such time as the division deems advisable.

215.60(14) (14) Discretionary authority. The division shall have the discretionary power in the granting of certificates of authority to incorporators desiring to organize capital stock associations. The division may refuse to issue certificates of incorporation to the incorporators of a capital stock association to commence business when, in the division’s opinion, the incorporators or any of them are not of such character and general fitness as to warrant belief that the association will be conducted for the best interests of the public; the location of the proposed association is so close to an existing association that undue harm might result, or the support of the new association might not be such as to assure its success; or when other good and sufficient reasons exist for such refusal.

215.60(15) (15) Appeal by applicants. If the division refuses to grant a certificate of authority or a certificate of incorporation and the applicants feel aggrieved thereby, they may appeal to the review board to review the division’s determination.

215.60(16) (16) Applicability of chapter 180. The provisions of ch. 180 not in conflict with this chapter shall apply to all capital stock associations.

215.60 History History: 1971 c. 229; 1975 c. 359 ss. 11, 30; 1975 c. 421; Stats. 1975 s. 215.60; 1983 a. 167; 1991 a. 221, 316; 1993 a. 184; 1995 a. 27, 104.

215.60 Cross-reference Cross-reference: See also ch. DFI-SL 18, Wis. adm. code.

215.61 215.61 Articles of incorporation for capital stock associations.

215.61(1) (1) Form. The articles of incorporation of a stock association shall be approved by the division. The division shall, with the approval of the review board, promulgate rules governing articles of incorporation.

215.61(2) (2) Filing and approval. Duplicate originals of the articles of incorporation executed by the incorporators, and any subsequent amendments thereto adopted by the stockholders of the association, shall be filed with and approved by the division.

215.61(3) (3) Recording. Articles of incorporation and amendments to the articles shall be recorded in the office of the register of deeds of the county in which the home office of the association is located.

215.61(4) (4) Amendment procedure. Amendments to the articles of incorporation may be made at any annual or special meeting of the stockholders duly called for that purpose. A statement of the nature of the proposed amendment shall be included in the notice of the meeting. The vote required for adoption of an amendment shall be prescribed in the articles but shall not be less than the affirmative vote of a majority of the eligible votes.

215.61(5) (5) Effective date. The effective date of the articles of incorporation and amendments thereto shall be the date when left for record in the office of register of deeds. The register of deeds shall forward a certificate of recording to the division.

215.61 History History: 1975 c. 359, 421; 1979 c. 287; 1983 a. 167; 1995 a. 27.

215.61 Cross-reference Cross-reference: See also ch. DFI-SL 9, Wis. adm. code.

215.62 215.62 Bylaws of stock associations.

215.62(1) (1) Form. The bylaws of a stock association shall be approved by the division. The division shall, with the approval of the review board, promulgate rules governing bylaws.

215.62(2) (2) Filing and approval. Duplicate originals of the bylaws and amendments thereto shall be filed with and approved by the division.

215.62(3) (3) Effective date. The effective date of bylaws and subsequent amendments thereto shall be the date on which such bylaws or amendments are approved by the division.

215.62(4) (4) Bylaws available to stockholders. Each stock association shall have its bylaws in convenient form and upon request shall furnish a copy to any stockholder.

215.62(5) (5) Amendment to bylaws. The bylaws of the association may be amended as prescribed in the association’s bylaws or articles of incorporation.

215.62 History History: 1975 c. 359, 421; 1983 a. 167; 1995 a. 27.

215.62 Cross-reference Cross-reference: See also s. DFI-SL 10.02, Wis. adm. code.

215.64 215.64 Control of association by holding company.

215.64(1) (1) A savings and loan holding company shall be deemed to be engaged in the savings and loan business and shall be subject to the supervision and control of the division. Such savings and loan holding company shall file reports of its financial condition when requested by the division, and the division may order an examination of its solvency and economic condition whenever, in the division’s opinion, an examination is required. The cost of the examination shall be paid by the savings and loan holding company. Whenever in the opinion of the division, the condition of the savings and loan holding company shall endanger the safety of the savings capital of any savings and loan association which it owns or in any manner controls, or the operation of such savings and loan holding company shall be carried on in a manner which endangers the safety of such savings and loan association or its savers, or is contrary to the public interest, the division may order the savings and loan holding company to remedy such condition or policy within 90 days. If the division’s order is not complied with, the division may fully direct the operation of such savings and loan association or savings and loan holding company until the order is complied with, and may withhold all dividends from the institution whose operation the division directs during the period in which the division exercises such authority.

215.64(2) (2) Subsection (1) shall apply to any foreign corporation, association, investment trust, or other form of trust which shall be authorized to do business in Wisconsin.

215.64(3) (3) All of the foregoing provisions of this section relating to companies shall apply equally to all other forms of organization, whether so specifically stated or not, but nothing contained in this section shall be construed to prohibit any trust company bank, or state or national bank, authorized to administer or execute trusts, to accept and carry out the provisions of any personal trust, or any trust created by will where the owner of savings and loan association stock shall create a trust for the owner’s benefit during the owner’s lifetime, or shall provide by will a trust in savings and loan association stock for the benefit of the owner’s heirs, and trusts so created shall not be deemed to come within the provisions of this section.

215.64 History History: 1971 c. 229; 1975 c. 359 s. 40; Stats. 1975 s. 215.64; 1989 a. 242; 1991 a. 316; 1995 a. 27.

215.67 215.67 Dividends. The board of a stock association may declare and pay dividends, subject to the orders and rules of the division.

215.67 History History: 1975 c. 359; 1983 a. 167; 1995 a. 27.

215.70 215.70 Directors of a stock association.

215.70(1) (1) Management responsibility. The management of a stock association shall be vested in a board of directors, who are charged with the responsibility of complying with this chapter, orders of the division, rules of the division promulgated under ch. 227, the articles of incorporation and bylaws of the association, and other laws applicable to savings and loan operations.

215.70(2) (2) Directors to fix compensation. The compensation of officers, directors, employees and committee members, including but not limited to pension or deferred compensation agreements, shall be fixed by a majority vote of the board of directors in accordance with the bylaws.

215.70(3) (3) Meetings of directors.

215.70(3)(a) (a) The board shall hold meetings in accordance with the bylaws.

215.70(3)(b) (b) Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:

215.70(3)(b)1. 1. All participating directors may simultaneously hear each other during the meeting.

215.70(3)(b)2. 2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

215.70(3)(c) (c) If a meeting will be conducted through the use of any means described in par. (b), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (b) is deemed to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.

215.70(4) (4) Promulgation of rules. The board may by resolution adopt rules for the conduct of business by the association, provided they are consistent with this chapter, the rules of the division, and the articles of incorporation and bylaws of the association.

215.70(5) (5) Qualification of directors. At least two-thirds of the directors shall reside in this state.

215.70 History History: 1975 c. 11, 199; 1975 c. 359 ss. 18, 49; 1975 c. 421, 422; 1983 a. 167; 1989 a. 308; 1991 a. 16; 1995 a. 27.

215.70 Cross-reference Cross-reference: See also ss. DFI-SL 2.02, 2.03, and 7.02, Wis. adm. code.