reglab/statecodes huggingface dataset:
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 17 - Trust powers › Section DFI-SB 17.14 - Common trust funds

Current through June 24, 2024
Investment of funds or other property under s. DFI-SB 17.13
				  shall be administered as follows:
(1)
				COLLECTIVE INVESTMENT FUNDS. Each collective investment fund shall be
				established and maintained in accordance with a written plan which shall be
				approved by a resolution of the savings bank's board of directors and filed
				with the division. A copy of the plan shall be available at the principal
				office of the savings bank for inspection during all business hours, and upon
				request a copy of the plan shall be furnished to any person. The plan shall
				contain appropriate provisions not inconsistent with this chapter as to the
				manner in which the fund is to be operated. The plan shall include provisions
				relating to:
(a) The investment powers and a
				general statement of the investment policy of the savings bank with respect to
				the fund;
(b) The allocation of
				income, profits and losses;
(c) The
				terms and conditions governing the admission or withdrawal of participations in
				the fund;
(d) The auditing of
				accounts of the savings bank with respect to the fund;
(e) The basis and method of valuing assets in
				the fund, setting forth specific criteria for each type of asset;
(f) The minimum frequency for valuation of
				assets of the fund;
(g) The period
				following each valuation date during which the valuation may be made which
				period in usual circumstances shall not exceed 10 business days;
(h) The basis upon which the fund may be
				terminated; and
(i) Other matters
				as may be necessary to define clearly the rights of participants in the
				fund.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 17 - Trust powers › Section DFI-SB 17.15 - Indemnity fund

Current through June 24, 2024
A savings bank applying for trust powers under this chapter
				  shall comply with s.
				  220.04(7)
				  (b) 3, Stats., and s. DFI- Bkg
				  15.04.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 17 - Trust powers › Section DFI-SB 17.16 - Surrender of trust powers

Current through June 24, 2024
(1) RESOLUTION. Any
				savings bank may surrender its rights to exercise trust powers by filing with
				the division a certified copy of a resolution of its board of
				directors.
(2) INVESTIGATION;
				CERTIFICATE. Upon receipt of the resolution under sub. (1), the division shall
				make an investigation and if satisfied that the savings bank has been
				discharged from all fiduciary duties which it has undertaken, the division
				shall issue a certificate to the savings bank certifying that it is no longer
				authorized to exercise fiduciary powers.
(3) CANCELLATION OF AUTHORITY. On issuance of
				a certificate under sub. (2) by the division, a savings bank:
(a) Is no longer subject to this
				chapter;
(b) Is entitled to have
				returned to it the indemnity fund required by s. DFI- Bkg 15.04; and
(c) Shall not exercise any of the powers
				granted by this chapter without first applying for and obtaining new
				authorization to exercise trust powers.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 17 - Trust powers › Section DFI-SB 17.17 - Effect of trust accounts of appointment of conservator or receiver or voluntary dissolution of savings bank

Current through June 24, 2024
(1) APPOINTMENT OF
				LIQUIDATOR, CONSERVATOR OR RECEIVER. Whenever a liquidator, conservator or
				receiver is appointed for a savings bank, the liquidator, receiver or
				conservator shall, pursuant to the instructions of the division and the orders
				of the court having jurisdiction, close such of the savings bank's trust
				accounts as can be closed promptly and transfer all other trust accounts to
				substitute fiduciaries.
(2)
				VOLUNTARY DISSOLUTION. Whenever a savings bank exercising trust powers is
				placed in voluntary dissolution, the liquidating agent shall, in accordance
				with local law, proceed at once to liquidate the affairs of the trust
				department as follows:
(a) All trusts and
				estates over which a court is exercising jurisdiction shall be closed or
				disposed of as soon as practicable in accordance with the order or instructions
				of the court; and
(b) All other
				accounts which can be closed promptly shall be closed as soon as practicable
				and final accounting made for the closed accounts and all remaining accounts
				shall be transferred by appropriate legal proceedings to substitute
				fiduciaries.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 17 - Trust powers › Section DFI-SB 17.18 - Revocation of trust powers

Current through June 24, 2024
(1) NOTICE OF
				INTENT. In addition to the other sanctions available, if, in the opinion of the
				division, a savings bank is unlawfully or unsoundly exercising, or has failed
				for a period of 5 consecutive years to exercise, the powers granted by this
				chapter or otherwise fails to comply with the requirements of this chapter, the
				division may issue and serve upon the savings bank a notice of intent to revoke
				the authority of the savings bank to exercise the powers granted by this
				chapter. The notice shall contain a statement of the facts constituting the
				alleged unlawful or unsound exercise of powers, or failure to exercise powers,
				or failure to comply with the requirements of this chapter, and shall fix a
				time and place at which a hearing will be held to determine whether an order
				revoking authority to exercise trust powers should be issued against the
				savings bank.
(2) HEARING. A
				hearing under sub. (1) shall be conducted as a contested class 2 hearing under
				ch. 227, Stats.
(3) REVOCATION
				ORDER. Unless the savings bank served under sub. (1) appears at the hearing by
				a duly authorized representative, it is deemed to have consented to the
				issuance of the revocation order. In the event of consent or if, upon the
				record made at the hearing, the division finds that any allegation specified in
				the notice of charges has been established, the division may issue and serve
				upon the savings bank an order prohibiting it from accepting any new or
				additional trust accounts and revoking authority to exercise powers granted by
				this chapter except that the order shall permit the savings bank to continue to
				service all previously accepted trust accounts pending their expeditious
				divestiture or termination.
(4)
				EFFECTIVE PERIOD. A revocation order is effective not earlier than the
				expiration of 30 days after service of the order upon the savings bank, except
				a consent revocation order which is effective at the time specified in the
				order, and shall remain effective and enforceable, except to the extent it is
				stayed, modified, terminated, or set aside by action of the division or a
				reviewing court.
This section parallels 12 CFR 550.16 and s. DFI-SL
					 17.18
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 18 - Requirements to organize a new savings bank › Section DFI-SB 18.01 - Minimum requirement for new savings banks

Current through June 24, 2024
(1) CAPITAL STOCK
				SAVINGS BANKS. Except as provided under sub. (2), the division may approve the
				organization of a stock savings bank and issue a certificate of incorporation
				only if stockholders pay to the savings bank capital of at least $500,000 or a
				higher amount as the division may determine.
(2) INTERIM STOCK SAVINGS BANK. The division
				may waive any portion of this chapter if the organization of a stock savings
				bank is to facilitate the acquisition of 100% of the voting stock of an
				existing stock savings bank by a savings bank holding company or to facilitate
				any other transaction which is approved by the division and involves an
				existing stock savings bank.
(3)
				MUTUAL SAVINGS BANKS. The division may approve the organization of a mutual
				savings bank and issue a certificate of incorporation only if:
(a) Savings account subscriptions are
				obtained from at least 100 persons; and
(b) At least $500,000 in savings account
				subscriptions are obtained.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.01 - Definitions

Current through June 24, 2024
In this chapter:
(1)
				"Affiliate" has the meaning set forth in s.
				221.0901,
				Stats.
(2) "Company" has the
				meaning set forth in s.
				221.0901,
				Stats.
(3) "Control" has the
				meaning set forth in s.
				221.0901,
				Stats.
(4) "Division" means the
				division of banking.
(5) "Financial
				institution" means a state savings bank chartered under ch. 214,
				Stats.
(6) "Financial subsidiary"
				means any company that is controlled by one or more insured depository
				institutions other than a subsidiary that a financial institution is authorized
				to control under other applicable law, or a subsidiary that engages solely in
				activities that a financial institution is permitted to engage in directly and
				are conducted subject to the same terms and conditions that govern the conduct
				of such activities by the financial institution.
(7) "Insured depository institution" has the
				meaning set forth in
				12
				USC 1813(c)(2).
(8) "Subsidiary" has the meaning set forth in
				s.
				221.0901,
				Stats.
(9) "Well capitalized" has
				the meaning set forth in
				12 USC
				1831o(b)(1)(A).
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.02 - Financial activity

Current through June 24, 2024
For the purposes of this chapter, the following activities
				  shall be considered to be financial in nature:
(1) Lending, exchanging, transferring,
				investing for others, or safeguarding money or securities.
(2) Engaging as agent or broker in any state
				for purposes of insuring, guaranteeing, or indemnifying against loss, harm,
				damage, illness, disability, death, or defects in title, or providing annuities
				as agent or broker.
(3) Issuing or
				selling instruments representing interests in pools of assets permissible for a
				bank to hold directly.
(4)
				Underwriting, dealing in, or making a market in securities.
(5) Extending credit and servicing loans,
				including making, acquiring, brokering, or servicing loans or other extensions
				of credit (such as factoring, issuing letters of credit, and accepting drafts)
				for the financial subsidiary's account or for the account of others.
(6) Engaging in any of the following
				activities related to extending credit:
(a)
				Appraising real estate and personal property.
(b) Arranging commercial and real estate
				equity financing.
(c) Providing
				check guaranty services.
(d)
				Providing collection agency services.
(e) Providing credit bureau
				services.
(f) Engaging in asset
				management, servicing, and collection activities.
(g) Acquiring a debt in default.
(h) Servicing real estate
				settlements.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.03 - Control and interest

Current through June 24, 2024
Subject to s. DFI-SB 19.04 and s. DFI-SB 19.05, a financial
				  institution may control a financial subsidiary or hold an interest in a
				  financial subsidiary to engage in financial activities.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.04 - Application

Current through June 24, 2024
A financial institution desiring to control or hold an
				  interest in a financial subsidiary shall apply to the division on forms
				  prescribed by the division and shall pay the fee to be prescribed by the
				  division. An application submitted to the division shall either be approved or
				  disapproved by the division in writing within 30 days after its submission to
				  the division. The division and the financial institution may mutually agree to
				  extend the period in which the division makes a decision on the application for
				  an additional period of 30 days.
A copy of the forms may be obtained at no charge from the
					 Department of Financial Institutions, Division of Banking, 4822 Madison Yards
					 Way, North Tower, 5th Floor, P.O. Box 7876, Madison, WI 53707-7876, tel. (608)
					 261-2300.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.05 - Conditions and requirements

Current through June 24, 2024
(1) A financial
				institution may control a financial subsidiary or hold an interest in a
				financial subsidiary to engage in financial activities only if the financial
				subsidiary engages in financial activities or activities in which the financial
				institution is permitted to engage under other applicable law. The financial
				subsidiary may also engage in any other activity approved by rule of the
				division. However, the financial subsidiary may not engage in any activity as a
				principal that is not permissible for a financial subsidiary of a national bank
				as a principal unless the activity is authorized by the Federal Deposit
				Insurance Corporation pursuant to
				12 USC
				1831 a.
(2) Prior to acquiring control of, or an
				interest in a financial subsidiary, a financial institution is required to
				receive the prior approval of the division under s. DFI-SB 19.04.
(3) The financial institution and each
				insured depository institution affiliate of the financial institution must be
				well capitalized, after the capital deduction required under ch. DFI-SB
				19.06.
(4) The financial
				institution must meet any requirements of
				12 USC
				1831 w applicable to the financial
				institution.
(5) The division may
				establish additional limits or requirements on financial institutions and
				financial subsidiaries if the division determines that the limits or
				requirements are necessary for the protection of depositors, members, investors
				or the public.
(6) For any period
				during which a financial institution fails to meet these requirements, the
				division may by order limit or restrict the activities of the financial
				subsidiary or require the divestiture of the financial institution's interest
				in the financial subsidiary.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.06 - Capital deduction

Current through June 24, 2024
The aggregate amount of the outstanding equity investment,
				  including retained earnings, of a financial institution in all financial
				  subsidiaries controlled by the financial institution shall be deducted from the
				  assets and tangible equity of the financial institution as determined by the
				  division, and the assets and liabilities of the financial subsidiaries shall
				  not be consolidated with those of the financial institution.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.07 - Disclosure

Current through June 24, 2024
Any published financial statement of a financial institution
				  that controls a financial subsidiary shall separately present financial
				  information for the financial institution in the manner proved in s. DFI-SB
				  19.06.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.08 - Safeguards for the financial institution

Current through June 24, 2024
A financial institution that establishes or maintains a
				  financial subsidiary shall ensure the following:
(1) The procedures of the financial
				institution for identifying and managing financial and operational risk within
				the financial institution and the financial subsidiary adequately protect the
				financial institution from such risk; and
(2) The financial institution has, for the
				protection of the financial institution, reasonable policies and procedures to
				preserve the separate corporate identity and limited liability of the financial
				institution and the financial subsidiaries of the financial
				institution.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.10 - Preservation of existing subsidiaries

Current through June 24, 2024
Notwithstanding the provisions of this chapter, a financial
				  institution may retain control of a subsidiary or retain an interest in a
				  subsidiary that the financial institution lawfully controlled or acquired
				  before November 1, 2000, and conduct through such subsidiary any activities
				  lawfully conducted in such subsidiary as of such date. Furthermore, no
				  provision of this chapter shall be construed as superseding the authority for
				  financial institutions to conduct operations through subsidiaries under ch.
				  DFI-SB 15.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.11 - Examination and supervision

Current through June 24, 2024
Each financial subsidiary shall be subject to examination and
				  supervision by the division in the same manner and to the extent as the
				  financial institution.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 19 - Financial Subsidiaries › Section DFI-SB 19.12 - Report of disposition of financial subsidiary

Current through June 24, 2024
At least 30 days prior to disposition of a financial
				  subsidiary, the financial institution shall inform the division by letter of
				  the terms of the transaction.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 20 - Procedures before the savings bank review board › Section DFI-SB 20.01 - Appeals to the review board

Current through June 24, 2024
(1) NOTICE OF
				HEARING. Upon receiving a properly executed notice of appeal stating grounds
				for review within the review board's jurisdiction, the review board shall
				request the division to make available to it the full public record of the
				matter appealed. The review board shall determine if a hearing is appropriate.
				If a hearing is appropriate, the review board shall, within 30 days of
				receiving the notice of appeal, serve a notice of hearing upon the appellant
				and each party to the matter appealed. The notice shall assign the time and
				place of the hearing, if any, and shall indicate whether briefs or oral
				arguments or both based upon the record will be allowed and whether additional
				evidence will be received.
(2)
				BRIEFS. When briefs are allowed by the review board:
(a) The appellant shall, within 15 days after
				receiving notice of hearing on appeal, file with the review board 8 copies of
				its brief and shall serve at least one copy upon each respondent. The
				appellant's brief shall contain:
1. A concise
				statement of the questions presented by the appeal.
2. A clear and concise statement of the facts
				relied upon by the appellant, including appropriate references to pages of the
				record when cited.
3. Argument in
				support of the appeal.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.01 - Definitions

Current through June 24, 2024
In this chapter:
(1)
(a) "Acting in concert" means:
1. Knowing participation in a joint activity
				or interdependent conscious parallel action towards a common goal whether or
				not pursuant to an express agreement; or
2. A combination or pooling of voting or
				other interests in the securities of an issuer for a common purpose pursuant to
				any contract, understanding, relationship, agreement or other arrangement,
				whether written or otherwise.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.10 - Contents of plan of conversion

Current through June 24, 2024
A plan of conversion shall contain all of the following
				  provisions:
(1) STOCK SALE. The savings
				bank shall issue and sell its capital stock at a price based on an independent
				valuation.
(2) PRIORITY TO PURCHASE
				STOCK. Eligible account holders and supplemental eligible account holders with
				subscription rights have a priority to purchase conversion stock prior to an
				employee benefit plan.
(3) ELIGIBLE
				ACCOUNT HOLDERS' SUBSCRIPTION RIGHTS.
(a) Each
				eligible account holder shall receive, without payment, nontransferable
				subscription rights to purchase capital stock.
(b) If there is an oversubscription to the
				capital stock, shares shall be allocated among subscribing eligible account
				holders so as to permit each eligible account holder, to the extent possible,
				to purchase a number of shares sufficient to make his or her total allocation
				equal to 100 shares.
(c) Any shares
				not allocated under par. (b) shall be allocated among the subscribing eligible
				account holders as provided in the plan of conversion.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.12 - Determination of amount of qualifying deposits

Current through June 24, 2024
Unless otherwise provided in the plan of conversion, the
				  amount of the qualifying deposit of an eligible account holder or a
				  supplemental eligible account holder shall be the total of the deposit balances
				  in the person's deposit accounts in the savings bank as of the close of
				  business on the eligibility record date or the supplemental eligibility record
				  date respectively. However, the plan of conversion may provide that any savings
				  accounts with total deposit balances of less than $500 or any lesser amount
				  shall not constitute a qualifying deposit. In this section, "deposit account"
				  includes a predecessor or successor account of a given deposit account which is
				  held only in the same right and capacity and on the same terms and conditions
				  as the given deposit account. However, the plan of conversion may provide for
				  lesser requirements for consideration as a predecessor or successor
				  account.
This section interprets or implements s.
					 214.685,
					 Stats.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.14 - Restrictions on repurchase of stock and payment of dividends

Current through June 24, 2024
Each savings bank that converts under this chapter shall be
				  subject to the following conditions:
(1) STOCK REPURCHASE RESTRICTIONS. No savings
				bank for 3 years from the date of the completion of the conversion, may
				repurchase any of its capital stock from any person, except that this
				restriction shall not apply to:
(a) A
				repurchase, on a proportionate basis, pursuant to an offer approved by the
				division and made to all shareholders of the savings bank;
(b) The repurchase of shares of a director;
				or
(c) A purchase in the open
				market by an employee benefit plan in an amount reasonable and appropriate to
				fund the plan.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.15 - Manipulative and deceptive devices prohibited

Current through June 24, 2024
In the offer, sale or purchase of securities issued incident
				  to its conversion, no savings bank, or any director, officer, attorney, agent
				  or employee of the savings bank may:
(1) DEFRAUD. Employ any device, scheme, or
				artifice to defraud;
(2) MISSTATE
				FACTS. Obtain money or property by means of any untrue statement of a material
				fact or any omission to state a material fact necessary in order to make the
				statements made, in the light of the circumstances under which they were made,
				not misleading; or
(3) FRAUDULENT
				PRACTICES. Engage in any act, transaction, practice or course of business which
				operates or would operate as a fraud or deceit upon a purchaser or
				seller.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.16 - Acquisition of the securities of converted savings banks

Current through June 24, 2024
(1) DEFINITIONS. In
				this section:
(a) "Acquire" includes every
				type of acquisition, whether effected by purchase, exchange, operation of law
				or otherwise.
(b) "Offer" does not
				include:
1. Inquiries directed solely to the
				officers of a savings bank, and not intended to be communicated to
				stockholders, designed to elicit an indication of officers' receptivity to the
				basic structure of a potential acquisition with respect to the amount of
				securities, manner of acquisition and formula for determining price;
				or
2. Nonbinding expressions of
				understanding or letters of intent with the management of a savings bank
				regarding the basic structure of a potential acquisition with respect to the
				amount of securities, manner of acquisition and formula for determining
				price.
(c) "Person"
				includes an individual, a group acting in concert, a corporation, a
				partnership, a savings bank, a joint stock company, a trust, an unincorporated
				organization, a syndicate or any other group formed for the purpose of
				acquiring, holding or disposing of securities of a savings bank.
(d) "Security" includes nontransferable
				subscription rights issued under a plan of conversion and a "security" as
				defined in 15 USC 78 c(a) (10).
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.17 - Priority of rules

Current through June 24, 2024
This chapter supersedes all inconsistent articles of
				  incorporation and bylaws of a mutual savings bank converting to the stock
				  form.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.21 - Information prior to approval of plan of conversion

Current through June 24, 2024
(1) CONFIDENTIALITY
				OF INITIAL DELIBERATION. A savings bank considering converting under this
				chapter and its directors, officers and employees shall keep the consideration
				in strict confidence and shall only discuss the potential conversion if
				necessary to prepare information for filing an application for conversion. If
				this confidence is breached, the division may require remedial measures
				including:
(a) A public statement by the
				savings bank that its board of directors is currently considering
				converting.
(b) Providing for an
				eligibility record date which shall be prior to the adoption of the plan as to
				assure the equitability of the conversion.
(c) Limitation of the subscription rights of
				any person violating or aiding the violation of this subsection.
(d) Any other actions the division may deem
				appropriate and necessary to assure the fairness and equitability of the
				conversion.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.22 - Notice of filing

Current through June 24, 2024
(1) Form of required publication. Upon the
				division's determination that an application for conversion is properly
				executed and is materially complete, he or she shall advise the applicant, in
				writing, to publish a notice of the filing of the application. Within 15 days
				after receipt of the notice, the applicant shall prominently post the notice in
				each of its offices and publish the notice as a class 1 notice under ch. 985,
				Stats., in a newspaper having general circulation in each community in which
				the home office or a branch office of the applicant is located, as follows:
NOTICE OF FILING OF AN APPLICATION FOR CONVERSION TO A STOCK
				  SAVINGS BANK
NOTICE IS HEREBY GIVEN That under s.
				  214.685,
				  Stats., and ch. DFI-SB 21, Wis. Adm. Code,
(name of applicant)
has filed an application with the Office of the Division of
				  Banking for approval to convert from a mutual savings bank to a stock savings
				  bank.
The original copy of the application is on file with the
				  division and is available for public inspection or copying at 4822 Madison
				  Yards Way, North Tower, 5th Floor, Madison, Wisconsin 53705. Written comments,
				  including objections to the plan of conversion, and materials supporting the
				  objections from any member of the applicant or any other person with objections
				  to all or a part of the plan of conversion will be considered by the division
				  if received by him or her or postmarked within 10 business days after the
				  publication of this notice. Failure to timely file written comments may
				  preclude the pursuit of any remedies.
(2) VERIFYING PUBLICATION. After publication
				of the notice, the applicant shall file with the division a copy of the
				published notice and a publisher's affidavit of publication from each newspaper
				in which the notice was published.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.23 - Solicitation of proxies; proxy statement

Current through June 24, 2024
(1) SOLICITATIONS
				TO WHICH THIS RULE APPLIES. This section applies to every solicitation of a
				proxy from a member of a savings bank for the meeting at which a conversion
				plan will be voted upon, except the following:
(a) Any solicitation made other than on
				behalf of the officers where the total number of persons solicited is not more
				than 50.
(b) Any solicitation in a
				newspaper advertisement which informs the savings bank's members, following
				approval of the plan of conversion by the division, where they may obtain
				copies of a proxy statement, form of proxy, or any other soliciting material
				and does no more than:
1. Name the savings
				bank;
2. State the reason for the
				advertisement;
3. Identify the
				proposal or proposals to be acted upon by members; and
4. Urge the member to vote at the
				meeting.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.24 - Vote by members

Current through June 24, 2024
(1) PROCEDURE. The plan of conversion shall
				be submitted to a meeting of members under s.
				214.685(2),
				Stats., and the provisions of the savings bank's articles of incorporation or
				bylaws or both.
(2) REQUIRED VOTE.
				The plan shall be approved by a vote of at least a majority of the total
				outstanding votes of members.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.25 - Pricing and sale of securities

Current through June 24, 2024
(1) GENERAL.
(a) No offer to sell securities of an
				applicant under a plan of conversion may be made prior to approval by the
				division of the application for conversion and registration of the securities
				by the office of the division of securities under ss.
				551.303
				and
				551.304,
				Stats.
(b) No offering circular may
				be provided to any person in connection with an offer or sale of a security
				under a plan of conversion approved by the division and the savings bank's
				members unless the offering circular meets the requirements of this section and
				is the subject of an effective registration statement under ch. 551,
				Stats.
(c) No sale of securities
				may be made except by means of a final offering circular which has been
				approved by the division.
(d) This
				subsection shall not apply to preliminary negotiations or agreements between an
				applicant and any underwriter or among underwriters who are to be in privity of
				contract with the applicant.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.26 - Conversion of a savings bank in connection with the formation of a holding company

Current through June 24, 2024
A mutual savings bank may convert to a stock savings bank
				  under this chapter as part of a transaction in which a stock savings bank
				  holding company is organized to acquire upon issuance all the capital stock of
				  the stock savings bank. In this type of transaction, eligible account holders,
				  supplemental eligible account holders, and members of the converting mutual
				  savings bank shall receive, without payment, nontransferable rights under s.
				  DFI-SB 21.10(3), (5) and (6), to purchase capital stock of the newly formed
				  savings bank holding company in lieu of capital stock of the converted savings
				  bank. Unless clearly inapplicable, all of the requirements of this chapter
				  shall apply to a conversion under this section.
This section interprets or implements s.
					 214.095,
					 Stats.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 21 - Conversion From Mutual To Stock Institution › Section DFI-SB 21.27 - Conversion of a savings bank with an acquisition by an existing holding company; conversion through merger with an existing stock savings bank

Current through June 24, 2024
(1) CONVERSION
				INVOLVING AN EXISTING HOLDING COMPANY. A mutual savings bank may convert to a
				stock savings bank under this chapter as part of a transaction in which an
				existing savings bank holding company acquires upon issuance all the capital
				stock of the stock savings bank. In this type of transaction, the eligible
				account holders, supplemental eligible account holders, and members of the
				converting savings bank shall receive, without payment, nontransferable rights
				under s. DFI-SB 21.10(3), (5) and (6) from the savings bank holding company to
				purchase its capital stock in lieu of capital stock of the savings bank. Unless
				clearly inapplicable, all of the requirements of this chapter or ch. DFI-SB 22
				shall apply to a conversion under this subsection.
(2) MERGER INVOLVING THE ISSUANCE OF HOLDING
				COMPANY CAPITAL STOCK. A savings bank may convert to the stock form under this
				chapter by merging into an existing stock savings bank which is a wholly-owned
				subsidiary of a holding company. In this type of transaction, the eligible
				account holders, supplemental eligible account holders and members of the
				converting savings bank shall receive, without payment, nontransferable rights
				under s. DFI-SB 21.10(3), (5) and (6) from the savings bank holding company to
				purchase its capital stock in lieu of capital stock of the savings bank. Unless
				clearly inapplicable, all of the requirements of this chapter, ch. DFI-SB 22 or
				ss.
				214.62
				to
				214.64, Stats.,
				shall apply to a conversion under this subsection.
(3) MERGER WITH AN EXISTING STOCK SAVINGS
				BANK. A savings bank may convert to stock form by merging with an existing
				stock savings bank as part of a transaction in which the equity securities of
				the existing stock savings bank are issued. In a transaction in which the
				existing stock savings bank is the surviving savings bank, the eligible account
				holders, supplemental eligible account holders, and members of the savings bank
				shall receive, without payment, nontransferable rights under s. DFI-SB
				21.10(3), (5) and (6) from the existing stock savings bank to purchase its
				capital stock in lieu of capital stock of the converting savings bank. Unless
				clearly inapplicable, all of the requirements of this chapter, ch. DFI-SB 22 or
				ss.
				214.62
				to
				214.64, Stats.,
				shall apply to a conversion under this subsection.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.01 - Definitions

Current through June 24, 2024
In this chapter:
(1)
				"Acquiree savings bank" means any savings bank other than a resulting savings
				bank that:
(a) Is acquired by a mutual holding
				company as part of and concurrently with a mutual holding company
				reorganization; and
(b) Is in the
				mutual form immediately prior to the acquisition.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.02 - Mutual holding company reorganization

Current through June 24, 2024
A mutual savings bank may, upon application to and approval
				  by the division, reorganize as a mutual holding company by:
(1) Organizing one or more subsidiary stock
				savings banks, the ownership of which shall be evidenced by shares of stock to
				be owned by the reorganizing parent savings bank and transferring a substantial
				portion of its assets and all of the insured deposits and part or all of its
				other liabilities to one or more subsidiary savings banks; or
(2) Organizing a first tier subsidiary stock
				savings bank and causing that subsidiary to organize a second tier subsidiary
				stock savings bank and transferring, by merger of the reorganizing savings bank
				with the second tier subsidiary, a substantial portion of its assets, all of
				its insured deposits and part or all of its other liabilities to the resulting
				savings bank at which time the first tier subsidiary stock savings bank becomes
				a mutual holding company.
(3)
				Organizing a mutual holding company with the division's approval under s.
				214.095,
				Stats., which organizes a subsidiary stock savings bank and transfers, by
				merger of the reorganizing savings bank, a substantial portion of its assets
				and all of its insured deposits and part or all of its other liabilities to the
				resulting savings bank.
This section interprets or implements s.
					 214.095,
					 Stats.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.03 - Approval of mutual holding company reorganization

Current through June 24, 2024
(1) GENERAL. Prior
				to reorganizing into a mutual holding company, a reorganizing savings bank
				shall do all the following:
(a) Obtain
				approval of a reorganization plan by a majority of the board of directors of
				the reorganizing savings bank and the board of directors of any acquiree
				savings bank.
(b) File the
				reorganization plan with the division within 5 business days after the approval
				of the board of directors.
(c)
				Obtain approval of a reorganization plan by an affirmative vote of a majority
				of the voting members of the reorganizing savings bank and any acquiree savings
				bank, at a meeting of members held under its bylaws.
(d) Obtain the approval of the reorganization
				plan by the division and, if applicable, the FDIC or FRB.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.04 - Grounds for disapproval of reorganizations

Current through June 24, 2024
(1) BASIC
				STANDARDS. The division may disapprove an application for a mutual holding
				company reorganization on one or more of the following grounds:
(a) Disapproval is necessary to prevent
				unsafe or unsound practices, or to otherwise maintain a sound financial
				institution.
(b) The reorganization
				plan is not fair to members of the reorganizing savings bank.
(c) The reorganization plan does not protect
				the interests of deposit account holders of the reorganizing savings
				bank.
(d) The financial or
				managerial resources of the reorganizing savings bank or any acquiree savings
				bank warrant disapproval.
(e) After
				the proposed capitalization of the mutual holding company, any savings bank
				subsidiary would fail to meet the requirements of ss.
				214.40 and
				214.43,
				Stats.
(f) A stock issuance,
				proposed in connection with a mutual holding company reorganization, fails to
				meet the standards established by s. DFI-SB 22.07 or 22.08.
(g) The reorganizing savings bank or any
				acquiree savings bank fails to furnish information required in the
				reorganization plan or any other information requested by the division
				regarding the proposed reorganization.
(h) The proposed reorganization would violate
				any law or rule.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.05 - Membership rights

Current through June 24, 2024
(1) DEPOSITORS OF MUTUAL SAVINGS BANKS. The
				articles of incorporation or bylaws of a mutual holding company shall provide
				that:
(a) On the effective date of
				reorganization or acquisition, the owners of deposit accounts in the resulting
				or acquiree savings bank become members of the mutual holding company, their
				membership rights in the mutual savings bank end and their membership rights in
				the mutual holding company begin.
(b) A person becomes a member of a mutual
				holding company by owning a deposit account in a mutual savings bank that is a
				subsidiary of the mutual holding company unless the deposit account is
				evidenced by a negotiable certificate of deposit that is not in registered
				form.
(c) A member of a mutual
				holding company shall have one vote for each $100 or additional fraction of
				$100 of the combined withdrawal value of the member's deposit accounts in a
				subsidiary mutual savings bank of the mutual holding company.
(d) Members of a mutual 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 representative. Unless
				specified in the proxy, a proxy filed with the secretary shall continue in
				force until revoked by a written notice to the secretary or superseded by
				another proxy.
(e) Membership in a
				mutual holding company ends if the member withdraws the full withdrawal value
				of all deposit accounts in subsidiary mutual savings banks. A member who
				requests the full withdrawal value of the member's deposit accounts remains a
				member until the withdrawal value is paid in full.
Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 22 - Savings Bank Mutual Holding Companies › Section DFI-SB 22.06 - Contents of mutual holding company reorganization plans

Current through June 24, 2024
Each reorganization plan shall contain a description of all
				  significant terms of the proposed reorganization, shall attach and incorporate
				  any proposed stock issuance plan and an opinion of counsel or a ruling from the
				  federal internal revenue service and the department of the revenue as to the
				  federal and state tax treatment of the proposed reorganization and shall
				  include:
(1) A copy of the proposed
				articles of incorporation and bylaws of the resulting savings bank in the form
				prescribed by ss. DFI-SB 9.02 and
				10.02 and the mutual holding
				company.
(2) A description of the
				method of reorganization under s. DFI-SB 22.02.
(3) A description of the organization of the
				resulting savings bank.
(4) An
				amendment to the articles and bylaws of any acquiree savings bank in the form
				prescribed by ss. DFI-SB 9.02 and
				10.02.
(5) A statement that:
(a) Upon consummation of the reorganization,
				certain assets and liabilities, including all deposit accounts of the
				reorganizing savings bank, shall be transferred to the resulting savings bank,
				which shall immediately become a savings bank subsidiary of the mutual holding
				company.
(b) All assets, rights,
				obligations and liabilities of the reorganizing savings bank that are not
				expressly retained by the mutual holding company shall be transferred to the
				resulting savings bank.
(c) Each
				holder of a deposit account in the reorganizing savings bank or any acquiree
				savings bank immediately prior to the reorganization shall receive, upon
				consummation of the reorganization, without payment, an identical deposit
				account in the resulting savings bank or the acquiree savings bank.
(d) A proxy that may be cast on behalf of a
				mutual savings bank member may be cast on behalf of a mutual holding company
				member until the proxy is revoked or superseded under s. DFI-SB 22.05(1)
				(d).
(e) The reorganization plan
				adopted by the boards of directors of the reorganizing savings bank and any
				acquiree savings bank may be:
1. Amended by
				those boards as a result of any regulator's comments prior to any solicitation
				of proxies from the members to vote on the reorganization plan and at any later
				time with the consent of the division.
2. Terminated by either board at any time
				prior to the meeting at which the members vote on the reorganization plan and
				at any later time with the consent of the division.
3. Terminated if not completed within a
				specified time period which shall not exceed 24 months from the date on which
				the members of the board voting last approved it.