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.

AB150,1876,96 215.60 (10) Certificate of authority, when voided. The certificate of authority
7as described in sub. (7) shall be void after 180 days from its date, but the
8commissioner department may, for cause, extend the life of the certificate for such
9time as the commissioner department deems advisable.

AB150,1876,1311 215.60 (11) (a) (intro.) Within the time prescribed in sub. (10), the incorporators
12of the proposed capital stock association shall file with the commissioner department
13a certificate stating:

AB150,1876,1615 215.60 (11) (a) 1. That articles of incorporation have been executed, filed with
16and approved by the commissioner department and recorded;

AB150,1876,1918 215.60 (11) (a) 2. That a meeting of stockholders was held and that directors
19and officers acceptable to the commissioner department were elected at the meeting;

AB150,1876,2221 215.60 (11) (a) 3. That bylaws were adopted and filed with and approved by the
22commissioner department;

AB150,1877,3

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1215.60 (11) (a) 7. That insurance of savings accounts has been obtained from
2the federal savings and loan insurance corporation or other instrumentality
3approved by the commissioner department; and

AB150,1877,85 215.60 (11) (b) No business, other than that of completing the organization of
6the proposed capital stock association, may be transacted until such time as the
7commissioner department issues a certificate of incorporation to the association to
8commence business.

AB150,1877,1610 215.60 (12) Certificate of incorporation, when issued. Upon receipt of the
11certificate of compliance from the incorporators, described in sub. (11), and after all
12fees have been paid, the commissioner department may within 90 days issue a
13certificate of incorporation to the association under the commissioner's hand and
14seal authorizing such the association to commence business. The date appearing on
15the certificate of incorporation shall be the date of the corporate existence of the
16association.

AB150,1877,2318 215.60 (13) Certificate of incorporation, when voided. Any capital stock
19association failing to commence business within 6 months from the date of the
20certificate of incorporation shall have its corporate existence terminated, and its
21articles of incorporation and certificate of incorporation shall be voided, but the
22commissioner department may for cause, extend the life of such certificate for such
23time as the commissioner department deems advisable.

AB150,1878,11

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1215.60 (14) (title) Discretionary authority of commissioner. The
2commissioner department shall have the discretionary power in the granting of
3certificates of authority to incorporators desiring to organize capital stock
4associations. The commissioner department may refuse to issue certificates of
5incorporation to the incorporators of a capital stock association to commence
6business when, in the commissioner's department's opinion, the incorporators or any
7of them are not of such character and general fitness as to warrant belief that the
8association will be conducted for the best interests of the public; the location of the
9proposed association is so close to an existing association that undue harm might
10result, or the support of the new association might not be such as to assure its
11success; or when other good and sufficient reasons exist for such refusal.

AB150,1878,1613 215.60 (15) Appeal by applicants. If the commissioner department refuses to
14grant a certificate of authority or a certificate of incorporation and the applicants feel
15aggrieved thereby, they may appeal to the review board to review the commissioner's
16department's determination.

AB150,1878,2118 215.61 (1) Form. The articles of incorporation of a stock association shall be
19approved by the commissioner department. The commissioner department shall,
20with the approval of the review board, promulgate rules governing articles of
21incorporation.

AB150,1879,223 215.61 (2) Filing and approval. Duplicate originals of the articles of
24incorporation executed by the incorporators, and any subsequent amendments

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1thereto adopted by the stockholders of the association, shall be filed with and
2approved by the commissioner department.