AB150,1865,1712 215.50 (1) Management responsibility. The government and management of
13a mutual association shall be vested in a board of directors, who are charged with the
14responsibility of compliance with this chapter, orders of the commissioner
15department, rules of the commissioner department promulgated under ch. 227, the
16articles of incorporation and bylaws of the association, and other laws applicable to
17savings and loan operations.

AB150,1865,2419 215.50 (6) Oath of directors. Upon election, every director shall take and
20subscribe an oath that the director will diligently and honestly perform the duties
21of such office and will not knowingly violate or willingly permit to be violated this
22chapter, any rule of the commissioner department, the articles of incorporation or
23bylaws under which the association operates, or any other law applicable to savings
24and loan operations.

AB150,1866,6

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1215.50 (7) Directors to fix compensation. The compensation of officers,
2directors, employes and committee members shall be fixed by a majority vote of the
3board of directors in accordance with the bylaws. In addition, the board of directors
4may, by resolution, create a fund or join a pension system or enter into deferred
5compensation agreements for the retirement of its officers and employes, subject to
6specific, prior approval of the commissioner department and the review board.

AB150,1866,118 215.50 (10) Promulgation of rules. The board of directors, may by resolution,
9adopt rules and regulations for the conduct of business, provided that they are
10consistent with this chapter, the rules of the commissioner department, and the
11association's articles of incorporation and bylaws.

AB150,1866,1713 215.50 (11) (a) The board may remove a director who violates this chapter, the
14rules of the commissioner department, the articles of incorporation, the bylaws,
15orders of the commissioner department or any other law applicable to savings and
16loan operations. The board may remove a director only after affording the director
17a hearing.

AB150,1866,2219 215.53 (1) (a) (intro.) With the consent of the commissioner department and
20subject to any condition that the commissioner department prescribes, a mutual
21association organized under this chapter may, by an affirmative vote of at least
22two-thirds of the board of each association, do any of the following:

AB150,1867,524 215.53 (1) (a) 4. Absorb a mutual savings and loan holding company or mutual
25savings bank holding company under a plan, approved by the commissioner

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1department, that provides that the mutual savings and loan holding company or
2mutual savings bank holding company ceases to engage in activities that the
3absorbing association may not engage in and that provides that stock in a subsidiary
4association that is not held by the absorbed mutual savings and loan holding
5company or mutual savings bank holding company is redeemed.

AB150,1867,187 215.53 (3) Withdrawal requests. Any saver in an absorbed association or
8savings bank or in a subsidiary of an absorbed mutual savings and loan holding
9company or mutual savings bank holding company, who intends to file a written
10withdrawal request for savings accounts within one year after the date of approval
11of such absorption by the commissioner department, may do so by giving 90 days'
12written notice of such intention, and the savings accounts shall be withdrawn as
13provided in s. 215.17. Any person who has filed such written withdrawal request
14shall remain a member and be subject to all rights, privileges and duties under this
15chapter and the bylaws and the rules and regulations of the absorbing association
16or, if the absorbing association is a subsidiary of a mutual savings and loan holding
17company, of the mutual savings and loan holding company, until the withdrawal
18value of the savings accounts has been paid to the person.

AB150,1867,2120 215.56 (1) (b) 1. Certified to the commissioner department under the seal of the
21association by its president and secretary;

AB150,1867,2523 215.56 (2) Period of liquidation. A mutual association so liquidating shall
24dispose of all its assets within 10 years from the date of liquidation, unless the
25commissioner department orders otherwise.

AB150,1868,42 215.56 (6) Resumption of business. Any mutual association in liquidation may
3with the approval of the commissioner department resume business upon conditions
4approved by the commissioner department.

AB150,1868,176 215.56 (7) (a) Unclaimed liquidating dividends and all funds remaining unpaid
7in the hands of the association or its board of directors at or immediately prior to the
8date of final distribution, together with all final liquidating costs, shall be delivered
9by them to the commissioner department to be deposited by the commissioner
10department in one or more state banks, state savings banks or state-chartered
11savings and loan associations, to the credit of the commissioner in the
12commissioner's name department, in trust for the various members and creditors
13entitled thereto. The commissioner department shall include in the annual report
14under s. 215.02 (11) the names of the associations so liquidated and the sums of
15unclaimed and unpaid liquidating dividends and unclaimed funds with respect to
16each of them respectively, including a statement of interest or dividends earned upon
17the funds.

AB150,1868,1919 215.56 (7) (b) (intro.) The commissioner department may:

AB150,1868,2221 215.56 (7) (b) 3. Apply the interest and dividends earned by the moneys so held
22toward defraying the expenses of the office department.

AB150,1869,3

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1215.56 (8) (title) Reserved authority of commissioner. This section shall not
2prohibit the commissioner department from proceeding against any association as
3provided in s. 215.32.

AB150,1869,115 215.57 (1) (b) At such meeting, by the affirmative vote, in person or by proxy,
6of not less than two-thirds of the dollar value of savings accounts of the association
7the members may by resolution declare to convert such association into a federal
8association or into a state-chartered association. A copy of the minutes of such
9meeting, verified by the affidavit of the chairperson and the secretary of the meeting,
10shall be filed in the office of the commissioner with the department within 10 days
11after the meeting.

AB150,1869,1913 215.57 (1) (d) 1. Within 6 months after the adjournment of a meeting to convert
14into a federal association, the association shall do what is necessary to make it a
15federal association. Within 10 days after the receipt of the federal charter, the
16association shall file with the commissioner department a copy of the federal charter
17certified by the federal home loan bank board. Upon such filing the association shall
18cease to be a state-chartered association and shall thereafter be a federal
19association.

AB150,1870,221 215.57 (1) (d) 2. Within 6 months after the adjournment of a meeting of the
22members of a federal mutual association called for the purpose of converting the
23association into a state-chartered association, the commissioner department shall
24examine such association and shall determine the action necessary to qualify the

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1converting federal mutual association for a state charter. Upon complying with the
2necessary requirements, a state charter shall be issued to such association.

AB150,1870,74 215.57 (4) (title) Commissioner's approval Approval required before
5conversion becomes effective. Before any such conversion of any association shall
6be final and in effect, the written approval of the commissioner department must be
7secured by such association.

AB150,1870,149 215.58 (1) (a) A state chartered mutual association may convert to a stock
10association or a mutual savings and loan holding company may convert to a stock
11savings and loan holding company under this section. The board shall adopt a plan
12of conversion which complies with this section and the rules of the commissioner
13department. The plan of conversion is subject to the approval of the commissioner
14department.

AB150,1870,2316 215.58 (1) (b) Conversion of a mutual association or a mutual savings and loan
17holding company under this section is effective only if done according to a plan of
18conversion approved by the commissioner department under par. (a) and if the plan
19is approved by an affirmative vote of the majority of all votes entitled to be cast by
20members. Notice of a meeting to vote on the plan of conversion shall be sent to each
21member at least 10 days prior to such meeting. The notice shall state the time, place
22and purpose of the meeting, and provide a summary of the plan of conversion and
23such other information as the commissioner department requires.

AB150,1871,2

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1215.58 (1) (c) (intro.) Within 10 days after a meeting of members at which a plan
2of conversion is adopted, the board shall submit to the commissioner department:

AB150,1871,54 215.58 (1) (c) 2. Such additional information pertaining to the plan of
5conversion as the commissioner department may require.

AB150,1871,107 215.58 (2) (title) Commissioner's approval Approval of plan of conversion;
8standards. (intro.) The commissioner department may approve a plan of conversion
9under this section if the commissioner department finds that the plan meets all of
10the following conditions:

AB150,1871,1312 215.58 (2) (c) The plan complies with any other standard which the
13commissioner department may promulgate by rule as in the public interest.

AB150,1871,2315 215.58 (3) Certificate of conversion; effective date. The commissioner
16department may issue a certificate of conversion from a mutual association to a stock
17association or from a mutual savings and loan holding company to a stock savings
18and loan holding company if the commissioner department determines the plan of
19conversion has been implemented as approved and the association or holding
20company has complied with this section and any conditions to the approval. The date
21specified in the certificate is the effective date of conversion. The certificate shall be
22recorded with the register of deeds in the county where the home office of the
23association or the registered office of the holding company is located.

AB150,1872,3

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1215.58 (6) (title) Reserved authority of commissioner. (intro.) The
2commissioner department may issue rules governing the conversion of a mutual
3association or mutual savings and loan holding company, including:

AB150,1872,95 215.59 (1) (c) Capital asset retention. Subject to the approval of the
6commissioner department, if the net worth of the stock association chartered under
7the reorganization plan exceeds the minimum net worth under s. 215.24, a plan may
8permit a mutual savings and loan holding company to retain capital assets of the
9reorganizing mutual association.

AB150,1872,1111 215.59 (1) (d) 3. The commissioner department under par. (f).

AB150,1872,1613 215.59 (1) (e) 1. Notice of a meeting to vote on a reorganization plan shall be
14sent to members at least 10 days before the meeting. The notice shall state the time,
15place and purpose of the meeting, shall provide a summary of the reorganization plan
16and shall provide any other information that the commissioner department requires.

AB150,1872,2218 215.59 (1) (e) 3. Within 10 days after a reorganization plan receives member
19approval, the mutual association shall submit to the commissioner department a
20copy of the minutes of the meeting at which the plan is approved. The secretary of
21the mutual association shall certify that the minutes show that the members
22approved the reorganization plan.

AB150,1873,3

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1215.59 (1) (f) (title) Commissioner Department approval. (intro.) The
2commissioner department may approve a reorganization plan if the commissioner
3department finds that all of the following conditions exist:

AB150,1873,85 215.59 (1) (f) 3. The reorganization plan complies with rules promulgated by
6the commissioner department governing the reorganization of a mutual association
7into a mutual savings and loan holding company and the operation of a mutual
8savings and loan holding company.

AB150,1873,2110 215.59 (1) (g) Certificate of reorganization. If the commissioner department
11determines that the mutual association has complied with the requirements of this
12subsection and has implemented the reorganization plan as approved, the
13commissioner department shall issue a certificate of reorganization evidencing that
14the mutual association has been reorganized into a mutual savings and loan holding
15company. The date specified in the certificate shall be the effective date of
16reorganization. On the date specified in the certificate, the mutual association
17ceases to exist but its legal existence continues as a mutual savings and loan holding
18company. The certificate shall be recorded with the register of deeds in the county
19in which the home office of the mutual association was located and in the county in
20which the registered office of the mutual savings and loan holding company is
21located.

AB150,1874,323 215.59 (3) (a) 10. Unless limited or prohibited by the commissioner
24department, engage in any activity that the federal reserve board permits a bank
25holding company to engage in under 12 CFR 225, subpart C, promulgated pursuant

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1to 12 USC 1843 (c) or any activity that the federal savings and loan insurance
2corporation authorized a multiple savings and loan holding company to engage in
3directly on March 5, 1987.

AB150,1874,115 215.59 (3) (a) 12. Dissolve itself and the stock association chartered under sub.
6(1) (b) 1. and convert itself and the stock association into a mutual association or
7mutual savings bank under a plan, approved by the commissioner department, that
8provides that the converting mutual savings and loan holding company ceases to
9engage in activities that the converted association or savings bank may not engage
10in and that provides that stock in a subsidiary association or savings bank that is not
11held by the converting mutual savings and loan holding company is redeemed.

AB150,1874,1713 215.59 (4) Stock in subsidiary. Under a plan approved by the commissioner
14department, a stock association that is a subsidiary of a mutual savings and loan
15holding company may issue any number of nonvoting shares and less than 50% of
16the voting shares of the stock association to persons other than the mutual savings
17and loan holding company.

AB150,1874,2219 215.60 (1) (c) An association shall include the word "savings" in its name if its
20name includes the word "bank". This paragraph does not apply to an association
21name if the association obtained approval for use of the name from the commissioner
22department before February 12, 1992.

AB150,1874,2524 215.60 (2) Minimum requirements. (intro.) The commissioner department by
25rule shall determine:

AB150,1875,32 215.60 (2) (c) Such other requirements as the commissioner department deems
3necessary or desirable.

AB150,1875,75 215.60 (3) Who may organize. Any individual who is a resident of this state may
6apply to the commissioner department for authority to incorporate a stock
7association under this section. The individual applying is the incorporator.

AB150,1875,109 215.60 (4) (h) Such other information as the commissioner department
10requires.

AB150,1875,1612 215.60 (5) Application fee. The incorporators shall pay to the commissioner
13department a $500 fee, which sum shall be paid by the commissioner department
14into the general fund to the credit of the office department. Applicants shall also be
15liable for any other direct costs incurred by the commissioner department or review
16board for any transcripts of hearings, per diems and travel expenses.

AB150,1875,2118 215.60 (6) Notice of application and hearing thereon. Upon receipt of a
19properly executed application, the commissioner department shall, within 30 days,
20assign a date and place for hearing on the application and notice thereof shall be
21given as provided in s. 215.40 (7).

AB150,1876,423 215.60 (7) Certificate of authority; when issued. If the application to
24organize a capital stock association is approved, the commissioner department shall
25issue to the incorporators a certificate of authority to effect a temporary

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1organization, consisting of a chairperson, a secretary and a treasurer; to adopt
2articles of incorporation; to adopt bylaws; to adopt rules for the procedure of the
3incorporators; to conduct meetings; and to open subscription books for the sale of
4capital stock and also open subscription books for savings accounts.