Chapter 214, SAVINGS BANKS

214.01 Definitions. (1) In this chapter: (a) “Affiliate” means a company that controls, is controlled by or is under common control with a savings bank. (c) “Bank” means a commercial bank chartered by the U.S. comptroller of the currency or organized under ch. 221. (d) “Branch of…

214.015 Administration. tered by the division. 214.035 This chapter shall be adminis- History: 1991 a. 221; 1995 a. 27. Cross-reference: See also DFI-SB, Wis. adm. code.

214.02 Applicability. (1) This chapter applies to a savings bank. (2) A person who is not a savings bank may not transact business within the scope of this chapter or do business under any name or title or circulate or use any advertising or make any representations or give any i…

214.025 Insurance of accounts. A savings bank shall secure insurance of its deposit accounts by a deposit insurance corporation before commencing business and may, subject to rules of the division, obtain insurance of deposits in excess of the amount eligible for insurance by a d…

214.03 Parity. (1) Subject to the regulation of the division and in addition to the powers granted by this chapter, a savings bank may, directly or through a subsidiary, undertake any activity, exercise any power or offer any financially related product or service in this state t…

214.035 Use of name. (1) An institution organized under this chapter shall be known as a state savings bank and shall adopt a name that identifies it as such and that includes the term “savings”. The division shall approve the name of a savings bank. (2) Notwithstanding sub. (1),…

214.04 General corporate powers. A savings bank shall be a body corporate and shall have all of the specific powers conferred by this chapter and all of the following general powers: (1) To sue and be sued in its corporate name and to have a seal, which it may alter or renew. (2)…

214.045 Status as internal revenue service qualified thrift lender. A savings bank shall qualify for and maintain either the 60 percent asset test of section 7701 (a) (19) of the internal revenue code, or an asset test prescribed by rule of the division that is not less than the …

214.06 Branch offices. (1) With the prior written approval of the division, a savings bank may establish one or more branch offices. A branch office may be located in any of the following: (a) This state. (b) The geographic area, subject to subch. III. (2) A savings bank may oper…

214.07 Authorized activities. A savings bank holding company may engage in activities that are authorized by the division. History: 1991 a. 221; 1995 a. 27.

214.08 Registration. A savings bank holding company and each subsidiary of a savings bank holding company shall register with the division within 180 days after May 7, 1992, or within 90 days after becoming a savings bank holding company or subsidiary, whichever is later. A savin…

214.085 Reporting requirements. (1) A savings bank holding company and each subsidiary of a savings bank holding company shall do all of the following: (a) File with the division reports as required by the division. A report shall be on a form prescribed by the division and may r…

214.09 Acquisitions. Subject to rules of the division, a savings bank holding company may acquire control of a savings bank or of a savings bank holding company upon application to and with the prior written approval of the division. The application shall be in a form prescribed …

214.095 Reorganization as a holding company. (1) A savings bank may reorganize as a savings bank holding company by doing all of the following: (a) Organizing one or more subsidiary savings banks, the ownership of which shall be evidenced by stock shares, to be owned by the organ…

214.15 Definitions. In this subchapter: (1) “In-state institution” means a savings bank or savings and loan association organized under the laws of this state or federal law and having its home office in this state. (2) “In-state holding company” means a savings and loan holding …

214.155 In-state institutions. (1) A savings bank may do any of the following: (a) Acquire direct or indirect ownership or control of voting shares of one or more regional institutions or acquire an interest in, or some or all of the assets and liabilities of, one or more regiona…

214.16 In-state holding companies. (1) An in-state savings bank holding company may do any of the following: (a) Acquire direct or indirect ownership or control of voting shares of one or more regional institutions or regional holding companies or acquire an interest in, or some …

214.165 Regional institutions and regional holding companies. Except as provided in s. 214.17, a regional institution or regional holding company may do any of the following: (1) Acquire direct or indirect ownership or control of voting shares of one or more savings banks or in-s…

214.17 Limitations. A regional institution or regional holding company may not take any action under s. 214.165 until all of the following conditions have been met: (1) The division finds that the statutes of the state in which the regional institution or regional holding company…

214.175 Condition on acquisition. If a regional holding company acquires an in-state savings bank holding company that owns one or more in-state savings banks organized on or after May 7, 1992, and that have been in existence for less than 5 years, the regional holding company sh…

214.18 Standards for disapproval. The division may disapprove any action under s. 214.165 if the division finds any of the following: (1) Considering the financial and managerial resources and future prospects of the applicant and of the in-state savings bank or in-state savings …

214.185 Exceptions. (1) This subchapter does not prohibit a regional institution or regional holding company from acquiring up to 5 percent of the voting shares of one or more in-state savings banks or savings bank holding companies. (2) This subchapter does not prohibit an in-st…

214.19 Branching not limited. This subchapter does not limit the authority to establish branch offices under s. 214.06. History: 1991 a. 221.

214.195 Subchapter severability. (1) Except as provided in sub. (2), if any part of ss. 214.15 to 214.18 is held to be unconstitutional, then all of ss. 214.15 to 214.18 shall be invalid. (2) If any part of ss. 214.15 to 214.18 is held to be unconstitutional with respect to a sav…

214.20 Divestiture. A savings bank holding company that ceases to be an in-state savings bank holding company or regional holding company shall immediately notify the division of the change in its status and shall, as soon as practical and no later than 2 years after the event ca…

214.24 Application for permission to organize. (1) An adult resident of this state may, with the approval of the division, organize a savings bank. (2) For stock savings banks, the division shall determine the minimum required capital which shall be at least the minimum required …

214.245 Content of application to organize. The incorporators shall file an application for a certificate to organize a savings bank on forms prescribed by the division. The application shall include any information the division considers necessary but shall include at least all …

214.25 Articles of incorporation. (1) The division shall approve the articles of incorporation of a savings bank. (2) Duplicate originals of the articles of incorporation executed by the incorporators, and any subsequent amendments to the articles that are adopted by the members …

214.255 Bylaws. (1) The division shall approve the bylaws of a savings bank. (2) Duplicate originals of the bylaws and any subsequent amendments to the bylaws shall be filed with and approved by the division. (3) The effective date of the bylaws and amendments to the bylaws shall…

214.26 Application review. (1) The division may require additional information and shall conduct whatever investigation necessary, including subpoenaing books and records, taking public testimony and conducting hearings, to determine if the division should issue a certificate to …

214.265 Temporary organization and capital subscriptions. (1) (a) If the division approves an application to organize, the division shall issue to the incorporators a certificate of authority to effect a temporary organization. (b) Under a temporary organization, the incorporator…

214.27 Completion of organization. (1) In addition to the organization requirements of this subchapter, the division may require additional assurances, information, capital or agreements from the officers, directors or employees of the savings bank. If the requirements of this su…

214.275 Appeal of denial. If the division does not grant a certificate of organization, the incorporators may appeal to the review board to review the determination. History: 1991 a. 221; 1995 a. 27. SUBCHAPTER V MEMBERSHIP

214.30 Membership. (1) (a) A holder of a deposit account issued by a mutual savings bank shall be a member of the mutual savings bank. Joint ownership of an account constitutes one membership. (b) A member has the right to share in the net profit of a mutual savings bank, after p…

214.305 Annual and special meetings. The date of the annual meeting of members or stockholders shall be specified in the bylaws. Failure to hold an annual meeting may not cause a dissolution of the savings bank. Special meetings may be called by the board of directors, by stockho…

214.31 Notice of meetings. (1) Notice of an annual meeting shall be provided not fewer than 10 days nor more than 40 days before the date of the meeting in the manner provided in the bylaws. The notice shall be displayed at each office of the savings bank in a manner prescribed b…

214.315 Quorum for annual or special meetings. The articles of incorporation may specify a quorum requirement, but that requirement may not be less than one-third of the total number of votes entitled to vote at a meeting. A meeting, including one at which a quorum is not present…

214.32 Voting. (1) A member or stockholder may vote at a meeting in person or by proxy. (2) To determine who is entitled to vote and the number of outstanding shares, the following rules apply: (a) The date of determination shall be the record date for voting under s. 214.325. (b…

214.325 Record date for voting and other purposes. (1) To determine the stockholders or members entitled to notice of or to vote at any meeting or in order to make a determination of members, stockholders, or other persons for any other purpose, the bylaws may provide for a recor…

214.33 Proxies. (1) A proxy may be executed in writing by a member or stockholder or by the member’s or stockholder’s authorized representative. (2) A proxy is not valid in any of the following circumstances: (a) Eleven months after the date of its execution, unless otherwise pro…

214.335 Directors. The business and affairs of the savings bank shall be exercised by its board of directors. The board of directors may consist of the number of directors fixed by the bylaws, but may not be fewer than 5. At least two-thirds of the directors shall be residents of…

214.34 Bonds of officers and directors. (1) Every person appointed or elected to any position requiring the receipt, payment, management or use of savings bank money, or whose duties permit or require access to or custody of savings bank money or securities, or whose duties permi…

214.342 Officers. The officers of a savings bank shall be elected by the board of directors in accordance with the bylaws. The officers shall consist of a president, one or more vice-president, a secretary, a treasurer and any other officer the board designates by resolution. Off…

214.345 Conduct of directors and officers. (1) Upon election, a director shall take an oath that the director will diligently and honestly perform the duties of that office and will not knowingly violate or willingly permit to be violated this chapter, any rules of the division, …

214.37 Access to books and records; communication with members and stockholders. (1) In this section, “financial records” means an original, copy or summary of any document or item containing information pertaining to any relationship established in the ordinary course of busines…

214.375 Closing books. A savings bank shall close its books at least once annually and at such other times as the division may require. The date of the annual closing may be March 31, June 30, September 30 or December 31 or as otherwise provided by rule of the division. History: …

214.40 Minimum capital. (1) A savings bank may be organized to exercise the powers conferred by this chapter with minimum capital, surplus and reserves for operating expenses as determined by the division. The division may not establish requirements for savings banks at a level l…

214.405 Evidence of capital. (1) The capital of a stock savings bank shall be evidenced by stock and noncumulative perpetual preferred stock as authorized by the articles of incorporation. (2) Stock is personal property and may be transferred as provided in this chapter and the b…

214.41 Capital stock; nature. Capital stock shall constitute a secondary reserve out of which losses shall be paid after all other available reserves have been exhausted. The shares shall be nonwithdrawable, except as provided in s. 214.42, until all liabilities of the savings ba…

214.42 Retirement or reduction of capital stock. (1) The board of directors of a stock savings bank may propose an amendment to the articles of incorporation providing for the retirement of all of the capital stock and a detailed plan for effectuating the amendment. The resulting…