215.59 Mutual savings and loan holding companies. (1) FORMATION. (a) Reorganization. A mutual association may reorganize as a mutual savings and loan holding company under this section. (b) Plan. A reorganizing mutual association shall prepare a reorganization plan. Under a reorganization plan, a mutual association shall do all of the following: 1. Charter a stock association. 2. Transfer to the stock association a substantial part of its assets and liabilities, including all of its savings account liabilities. 3. Prepare articles of incorporation and bylaws for the mutual savings and loan holding company. (c) Capital asset retention. Subject to the approval of the division, if the net worth of the stock association chartered under the reorganization plan exceeds the minimum net worth under s. 215.24, a plan may permit a mutual savings and loan holding company to retain capital assets of the reorganizing mutual association. (d) Approval required. A mutual association may not imple-
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ment a reorganization plan unless the plan is approved by all of the following: 1. Two-thirds of the directors of the mutual association. 2. The members of the mutual association under par. (e). 3. The division under par. (f). (e) Member approval. 1. Notice of a meeting to vote on a reorganization plan shall be sent to members at least 10 days before the meeting. The notice shall state the time, place and purpose of the meeting, shall provide a summary of the reorganization plan and shall provide any other information that the division requires. 2. An affirmative vote by a majority of all votes entitled to be cast by members shall be required to approve a reorganization plan. 3. Within 10 days after a reorganization plan receives member approval, the mutual association shall submit to the division a copy of the minutes of the meeting at which the plan is approved. The secretary of the mutual association shall certify that the minutes show that the members approved the reorganization plan. (f) Division approval. The division may approve a reorganization plan if the division finds that all of the following conditions exist: 1. The reorganization plan is fair to all members in the reorganizing mutual association. 2. The reorganization plan protects the interest of savers whose savings accounts are transferred to the stock association. 3. The reorganization plan complies with rules promulgated by the division governing the reorganization of a mutual association into a mutual savings and loan holding company and the operation of a mutual savings and loan holding company. (g) Certificate of reorganization. If the division determines that the mutual association has complied with the requirements of this subsection and has implemented the reorganization plan as approved, the division shall issue a certificate of reorganization evidencing that the mutual association has been reorganized into a mutual savings and loan holding company. The date specified in the certificate shall be the effective date of reorganization. On the date specified in the certificate, the mutual association ceases to exist but its legal existence continues as a mutual savings and loan holding company. The certificate shall be recorded with the register of deeds in the county in which the home office of the mutual association was located and in the county in which the registered office of the mutual savings and loan holding company is located. (h) Retention of directors, proxies. 1. Unless the reorganization plan provides otherwise, a director of a mutual association continues to serve as a director of the mutual savings and loan holding company for the duration of the director’s term. 2. Unless the reorganization plan or the proxy provides otherwise, a proxy that may be cast on behalf of a mutual association member may be cast on behalf of a mutual savings and loan holding company member until the proxy is revoked or superseded under sub. (2) (d). (2) MEMBER AND MEMBER RIGHTS. (a) Effect of reorganization or absorption. When a mutual association reorganizes under sub. (1) or is absorbed by a subsidiary of a mutual savings and loan holding company under s. 215.53, a member of the mutual association becomes a member of the mutual savings and loan holding company. On the effective date of the reorganization or absorption, a member’s rights in the mutual association end and a member’s rights in the mutual savings and loan holding company begin. (b) Who may be a member. A person becomes a member of a mutual savings and loan holding company by owning a savings account in an association that is a subsidiary of the savings and
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loan holding company, unless the savings account is evidenced by a negotiable certificate of deposit that is not in registered form. (c) Voting rights. A member of a mutual savings and loan holding company shall have one vote for each $100 or additional fraction of $100 of the withdrawal value of each of the member’s savings accounts in a subsidiary association of the mutual savings and loan holding company, as the savings accounts appear on the books of an association at the end of a day selected by the board of directors of the mutual savings and loan holding company. The board may not select a day to determine the withdrawal value of savings accounts that is more than 60 days before the day at which a vote is taken. (d) Proxies. Members of a mutual savings and loan holding company may vote in person or by proxy at any meeting. A proxy shall be in writing and signed by the member or the member’s authorized attorney. A proxy filed with the secretary shall, unless specified in the proxy, continue in force until revoked by a written notice to the secretary or until superseded by another proxy. (e) Member termination. Membership in a mutual savings and loan holding company ends if the member withdraws the full withdrawal value of all savings accounts in subsidiary associations. A member who requests the full withdrawal value of the member’s savings accounts remains a member until the withdrawal value is paid in full. (3) POWERS. (a) Powers of holding company. A mutual savings and loan holding company may do any of the following: 1. Invest in or acquire an association or a savings bank. 2. Acquire an association or savings bank by the absorption of the association or savings bank by a subsidiary association of the savings and loan holding company. 3. Acquire or merge with a mutual savings and loan holding company or a mutual savings bank holding company. 4. Invest in securities an association may invest in under s. 215.13 (26). 5. Engage in activities an association may engage in under s. 215.13 (27) to (29). 6. Convert to a stock savings and loan holding company under s. 215.58 or to a stock savings bank holding company. 7. Furnish or perform management services for a subsidiary. 8. Hold, manage or liquidate assets owned by or acquired from a subsidiary. 9. Hold or manage property used by the mutual savings and loan holding company or a subsidiary. 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. 11. Be absorbed by a mutual association under s. 215.53 (1) (a) 4. or by a mutual savings bank. 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. (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.
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215.60
(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. History: 1989 a. 242; 1991 a. 221; 1995 a. 27.
SUBCHAPTER III CAPITAL STOCK SAVINGS AND LOAN ASSOCIATIONS; ORGANIZATION AND MANAGEMENT 215.60 Incorporation of a capital stock savings and loan association. (1) USE OF NAME. (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. (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. (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. (2) MINIMUM REQUIREMENTS. The division by rule shall determine: (a) The minimum number of stockholders required to organize a capital stock association in any locality. (b) The minimum amount of capital stock and additional paid-in capital. (c) Such other requirements as the division deems necessary or desirable. (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. (4) APPLICATION TO ORGANIZE. The application to organize a capital stock association shall set forth: (a) The name of the proposed association. (b) The location of the proposed association. (c) The name, residence and occupation of each incorporator. (d) The amount of initial capital stock and additional paid-in capital. (e) The amount of initial savings accounts. (f) The need for an association in the locality in which the proposed association intends to locate. (g) The name and addresses of the initial directors. (h) Such other information as the division requires. (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. (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). (7) CERTIFICATE OF AUTHORITY; WHEN ISSUED. If the appli-
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cation 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. (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. (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. (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. (11) CERTIFICATE OF COMPLIANCE. (a) Within the time prescribed in sub. (10), the incorporators of the proposed capital stock association shall file with the division a certificate stating: 1. That articles of incorporation have been executed, filed with and approved by the division and recorded; 2. That a meeting of stockholders was held and that directors and officers acceptable to the division were elected at the meeting; 3. That bylaws were adopted and filed with and approved by the division; 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; 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; 6. That ground floor, independent office quarters have been obtained for the proposed association; 7. That insurance of savings accounts has been obtained from the deposit insurance corporation or other instrumentality approved by the division; and 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. (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. (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. (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.
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(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. (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. (16) APPLICABILITY OF CHAPTER 180. The provisions of ch. 180 not in conflict with this chapter shall apply to all capital stock associations. 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. Cross-reference: See also ch. DFI-SL 18, Wis. adm. code.
215.61 Articles of incorporation for capital stock associations. (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. (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. (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. (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. (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. History: 1975 c. 359, 421; 1979 c. 287; 1983 a. 167; 1995 a. 27. Cross-reference: See also ch. DFI-SL 9, Wis. adm. code.
215.62 Bylaws of stock associations. (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. (2) FILING AND APPROVAL. Duplicate originals of the bylaws and amendments thereto shall be filed with and approved by the division. (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. (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. (5) AMENDMENT TO BYLAWS. The bylaws of the association
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may be amended as prescribed in the association’s bylaws or articles of incorporation. History: 1975 c. 359, 421; 1983 a. 167; 1995 a. 27. Cross-reference: See also s. DFI-SL 10.02, Wis. adm. code.
215.64 Control of association by holding company. (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. (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. (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. 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 Dividends. The board of a stock association may declare and pay dividends, subject to the orders and rules of the division. History: 1975 c. 359; 1983 a. 167; 1995 a. 27.
215.70
Directors of a stock association. (1) MANAGEThe 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. (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. (3) MEETINGS OF DIRECTORS. (a) The board shall hold meetings in accordance with the bylaws. (b) Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in MENT RESPONSIBILITY.
SAVINGS AND LOAN ASSOCIATIONS
215.73
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: 1. All participating directors may simultaneously hear each other during the meeting. 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. (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. (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. (5) QUALIFICATION OF DIRECTORS. At least two-thirds of the directors shall reside in this state. 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. Cross-reference: See also ss. DFI-SL 2.02, 2.03, and 7.02, Wis. adm. code.
215.71 Officers of stock association. (1) GENERAL OFFICERS. (a) The general officers of a stock association shall be: 1. A president; 2. One or more vice presidents; 3. A secretary; 4. A treasurer; and 5. Such other officers as the board of directors by resolution designate. (b) The president shall also be a director. (2) WHEN ELECTED. Immediately following each annual meeting of stockholders the directors shall convene and elect general officers for the ensuing year, in accordance with the bylaws. (3) DUTIES OF OFFICERS. In addition to the duties and functions prescribed in the articles of incorporation and the bylaws, the officers shall perform such other duties as are delegated by the directors. (4) FILLING VACANCIES. If a vacancy occurs in any general office, the directors shall, as soon as practicable, fill such vacancy by an election for the duration of the unexpired term. History: 1975 c. 359; 1983 a. 167.
215.72 General operations of a stock association. The general operation of a stock association shall comply with this subchapter and applicable provisions of subch. I. History: 1975 c. 359.
215.73 Absorption involving stock associations. (1) CONDITIONS PRECEDENT. (a) With the consent of the division and subject to any condition that the division prescribes, a stock association organized under this chapter may absorb or be absorbed by a thrift institution, with the affirmative vote of at least two-thirds of the board of the association and of the thrift institution. (b) The absorbed thrift institution shall transfer its assets and liabilities to the absorbing thrift institution but not to defeat or defraud creditors. (2) EFFECT OF ABSORPTION. (a) Upon absorption the rights, franchises and property interests of the absorbed thrift institution shall be deemed to be transferred to the absorbing thrift institu-
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tion, which shall hold and enjoy same, in the same manner and to the same extent as the absorbed thrift institution. (b) Stockholders of a thrift institution absorbed under this section may be compensated by converting the shares of the absorbed thrift institution into, in whole or in part: shares, obligations or other securities of the absorbing thrift institution or of any other thrift institution or corporation; or cash or other thing of value. (c) All savers in the absorbed thrift institution shall be owners of savings accounts of the same withdrawal value in the absorbing thrift institution. (3) WITHDRAWAL REQUESTS. Any saver in an absorbed thrift institution, who intends to file a written withdrawal request for savings accounts within one year after the date of approval of such absorption by the division, may do so by giving 90 days’ written notice of such intention, and the savings accounts shall be withdrawn as provided in s. 215.17. History: 1975 c. 359, 421; 1983 a. 167; 1989 a. 242; 1991 a. 32, 221; 1995 a. 27, 104.
215.76 Voluntary liquidation of a stock association. (1) PROCEDURE FOR VOLUNTARY LIQUIDATION. (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. (b) When an association has voted to liquidate, the board shall cause notice of this fact to be: 1. Certified to the division under the seal of the association, by its president and secretary. 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. 3. Mailed to all persons who appear as creditors on the books of the association and to all savers in the association. (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. (3) STATUS OF BOARD OF DIRECTORS. The board shall remain a body corporate until the association is fully liquidated. (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. (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. (6) RESUMPTION OF BUSINESS. A stock association in liquidation may resume business with the approval of the division upon conditions approved by the division. (7) DISPOSITION OF FUNDS. (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. (b) The division may:
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1. Pay the moneys so held to the persons respectively entitled thereto, upon being furnished satisfactory evidence of their right to the same. 2. In case of doubt or conflicting claims, require an order of the circuit court authorizing and directing the payment of such moneys. 3. Apply the interest and dividends earned by the moneys so held toward defraying the expenses of the division. (8) RESERVED AUTHORITY. This section does not prohibit the division from proceeding against any association as provided in s. 215.32. History: 1975 c. 359, 421; 1983 a. 167, 524; 1991 a. 221; 1995 a. 27. Cross-reference: See ch. 177 for disposition of unclaimed funds.
215.77 Jurisdictional conversion of capital stock associations. (1) PROCEDURE TO EFFECT CONVERSION. A statechartered stock association may convert itself into a federal association, and any federal stock association may convert itself into a state-chartered association, as follows: (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. (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. (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. (d) 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. 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. (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. (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 con-
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verted 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.
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(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. History: 1975 c. 359, 421; 1993 a. 184; 1995 a. 27, 104.
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