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215.76(1)(1)Procedure for voluntary liquidation.
215.76(1)(a) (a) A stock association may go into liquidation by a majority vote of the outstanding capital stock of the association at a stockholders' meeting held especially for that purpose, after 30 days' notice to each stockholder.
215.76(1)(b) (b) When an association has voted to liquidate, the board shall cause notice of this fact to be:
215.76(1)(b)1. 1. Certified to the division under the seal of the association, by its president and secretary.
215.76(1)(b)2. 2. Published as a class 3 notice, under ch. 985, in the county in which an office of the association is located, calling on all persons who have claims against the association to present them to the association and make proof thereof at a specified place and time.
215.76(1)(b)3. 3. Mailed to all persons who appear as creditors on the books of the association and to all savers in the association.
215.76(2) (2)Period of liquidation. A stock association so liquidating shall dispose of its assets within 10 years from the date of liquidation, unless the division orders otherwise.
215.76(3) (3)Status of board of directors. The board shall remain a body corporate until the association is fully liquidated.
215.76(4) (4)Filling vacancies on board of directors. In case of a vacancy on the board, the remaining directors may fill the vacancy by electing a director.
215.76(5) (5)Applicability of other sections. A stock association liquidating under this section shall be subject to ss. 215.02 (16) and 215.03, the same as an association in actual operation.
215.76(6) (6)Resumption of business. A stock association in liquidation may resume business with the approval of the division upon conditions approved by the division.
215.76(7) (7)Disposition of funds.
215.76(7)(a) (a) Unclaimed liquidating dividends and all funds remaining unpaid in the hands of the association or its board at or immediately prior to the date of final distribution, together with all final liquidating costs, shall be delivered to the division to be deposited in one or more state banks, state savings banks or state-chartered savings and loan associations, to the credit of the division, in trust for the various stockholders, owners of savings accounts or creditors entitled thereto. The division shall include in the annual report under s. 215.02 (11) the names of the associations so liquidated and the sums of unclaimed and unpaid liquidating dividends and unclaimed funds with respect to each of them respectively, including a statement of interest or dividends earned upon such funds.
215.76(7)(b) (b) The division may:
215.76(7)(b)1. 1. Pay the moneys so held to the persons respectively entitled thereto, upon being furnished satisfactory evidence of their right to the same.
215.76(7)(b)2. 2. In case of doubt or conflicting claims, require an order of the circuit court authorizing and directing the payment of such moneys.
215.76(7)(b)3. 3. Apply the interest and dividends earned by the moneys so held toward defraying the expenses of the division.
215.76(8) (8)Reserved authority. This section does not prohibit the division from proceeding against any association as provided in s. 215.32.
215.76 History History: 1975 c. 359, 421; 1983 a. 167, 524; 1991 a. 221; 1995 a. 27.
215.76 Cross-reference Cross-reference: See ch. 177 for disposition of unclaimed funds.
215.77 215.77 Jurisdictional conversion of capital stock associations.
215.77(1)(1)Procedure to effect conversion. A state-chartered stock association may convert itself into a federal association, and any federal stock association may convert itself into a state-chartered association, as follows:
215.77(1)(a) (a) A meeting of the stockholders shall be held upon not less than 10 days' written notice to each stockholder, served either personally or by mail to the last-known post-office address. The notice shall state the time, place and purpose of such meeting.
215.77(1)(b) (b) At such meeting, the stockholders may by the affirmative vote, in person or by proxy, of not less than two-thirds of the outstanding capital stock of the association the stockholders may by resolution declare to convert the association into a federal association, or in the case of a federal capital stock association into a state-chartered association. A copy of the minutes of the meeting, verified by the affidavit of the chairperson and the secretary of the meeting, shall be filed with the division within 10 days after the meeting.
215.77(1)(c) (c) If the stockholders vote to convert the association, the secretary shall, within 30 days after such meeting serve notice on all stockholders and savers of the association, either personally or by mail directed to them at their last-known post-office addresses. Within 30 days after service of the notice, any saver in the association may notify the association in writing that the saver desires to withdraw savings accounts. Each saver so notifying the association shall be entitled to the withdrawal value of the savings accounts, less any amount due the association.
215.77(1)(d)1.1. Within 6 months after the adjournment of a meeting to convert into a federal association, the association shall do what is necessary to make it a federal association. Within 10 days after receipt of the federal charter, the association shall file with the division a copy of the federal charter, certified by the deposit insurance corporation. Upon such filing the association shall cease to be a state-chartered association and shall thereafter be a federal association.
215.77(1)(d)2. 2. Within 6 months after the adjournment of a meeting of the stockholders of a federal stock association called for the purpose of converting the association into a state-chartered association, the division shall examine such association and shall determine the action necessary to qualify the converting federal stock association for a state charter. Upon complying with the necessary requirements, a state charter shall be issued to such association.
215.77(2) (2)When state supervision ceases. When conversion from a state-chartered stock association to a federal association becomes effective, the association shall cease to be supervised by this state.
215.77(3) (3)Corporate existence of association does not terminate upon conversion. Upon conversion of any state-chartered stock association into a federal association or vice versa, the corporate existence of the converting association shall not terminate, and the resulting association shall be a continuance of the converting association. All of the property and rights of the converted association shall by operation of law vest in the resulting association as of the time of conversion, and all of its obligations become those of the resulting association. Actions and other judicial proceedings to which the converting association is a party may be prosecuted and defended as if the conversion had not been made.
215.77(4) (4)Approval required before conversion becomes effective. Before any conversion under this section is final and in effect, the written approval of the division must be secured by the converting association.
215.77 History History: 1975 c. 359, 421; 1993 a. 184; 1995 a. 27, 104.
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