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.

AB150,1879,74 215.61 (5) Effective date. The effective date of the articles of incorporation
5and amendments thereto shall be the date when left for record in the office of register
6of deeds. The register of deeds shall forward a certificate of recording to the
7commissioner department.

AB150,1879,119 215.62 (1) Form. The bylaws of a stock association shall be approved by the
10commissioner department. The commissioner department shall, with the approval
11of the review board, promulgate rules governing bylaws.

AB150,1879,1513 215.62 (2) Filing and approval. Duplicate originals of the bylaws and
14amendments thereto shall be filed with and approved by the commissioner
15department.

AB150,1879,1917 215.62 (3) Effective date. The effective date of bylaws and subsequent
18amendments thereto shall be the date on which such bylaws or amendments are
19approved by the commissioner department.

AB150,1880,1521 215.64 (1) A savings and loan holding company shall be deemed to be engaged
22in the savings and loan business and shall be subject to the supervision and control
23of the office of the commissioner department. Such savings and loan holding
24company shall file reports of its financial condition when requested by the
25commissioner department, and the commissioner department may order an

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1examination of its solvency and economic condition whenever, in the commissioner's
2department's opinion, an examination is required. The cost of the examination shall
3be paid by the savings and loan holding company. Whenever in the opinion of the
4commissioner department, the condition of the savings and loan holding company
5shall endanger the safety of the savings capital of any savings and loan association
6which it owns or in any manner controls, or the operation of such savings and loan
7holding company shall be carried on in a manner which endangers the safety of such
8savings and loan association or its savers, or is contrary to the public interest, the
9commissioner department may order the savings and loan holding company to
10remedy such condition or policy within 90 days. If the commissioner's department's
11order is not complied with, the commissioner department may fully direct the
12operation of such savings and loan association or savings and loan holding company
13until the order is complied with, and may withhold all dividends from the institution
14whose operation the commissioner department directs during the period in which
15the commissioner department exercises such authority.

AB150,1880,18 17215.67 Dividends. The board of a stock association may declare and pay
18dividends, subject to the orders and rules of the commissioner department.

AB150,1880,2520 215.70 (1) Management responsibility. The management of a stock
21association shall be vested in a board of directors, who are charged with the
22responsibility of complying with this chapter, orders of the commissioner
23department, rules of the commissioner department promulgated under ch. 227, the
24articles of incorporation and bylaws of the association, and other laws applicable to
25savings and loan operations.

AB150,1881,52 215.70 (4) Promulgation of rules. The board may by resolution adopt rules
3for the conduct of business by the association, provided they are consistent with this
4chapter, the rules of the commissioner department, and the articles of incorporation
5and bylaws of the association.

AB150,1881,107 215.73 (1) (a) (intro.) With the consent of the commissioner department and
8subject to any condition that the commissioner department prescribes, a stock
9association organized under this chapter may, by an affirmative vote of at least
10two-thirds of the board of each association, do any of the following:

AB150,1881,1612 215.73 (3) Withdrawal requests. Any saver in an absorbed association or
13savings bank, who intends to file a written withdrawal request for savings accounts
14within one year after the date of approval of such absorption by the commissioner
15department, may do so by giving 90 days' written notice of such intention, and the
16savings accounts shall be withdrawn as provided in s. 215.17.

AB150,1881,1918 215.76 (1) (b) 1. Certified to the commissioner department under the seal of the
19association, by its president and secretary.

AB150,1881,2321 215.76 (2) Period of liquidation. A stock association so liquidating shall
22dispose of its assets within 10 years from the date of liquidation, unless the
23commissioner department orders otherwise.

AB150,1882,3

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1215.76 (6) Resumption of business. A stock association in liquidation may
2resume business with the approval of the commissioner department upon conditions
3approved by the commissioner department.

AB150,1882,155 215.76 (7) (a) Unclaimed liquidating dividends and all funds remaining unpaid
6in the hands of the association or its board at or immediately prior to the date of final
7distribution, together with all final liquidating costs, shall be delivered to the
8commissioner department to be deposited in one or more state banks, state savings
9banks or state-chartered savings and loan associations, to the credit of the
10commissioner department, in trust for the various stockholders, owners of savings
11accounts or creditors entitled thereto. The commissioner department shall include
12in the annual report under s. 215.02 (11) the names of the associations so liquidated
13and the sums of unclaimed and unpaid liquidating dividends and unclaimed funds
14with respect to each of them respectively, including a statement of interest or
15dividends earned upon such funds.