214 255A

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SAVINGS BANKS

1Updated 07−08 Wis. Stats. Database

Wisconsin Statutes Archive.

CHAPTER 214

SAVINGS BANKS

SUBCHAPTER I

GENERAL PROVISIONS

214.01 Definitions.

214.015 Administration.

214.02 Applicability.

214.025 Insurance of accounts.

214.03 Parity.

214.035 Use of name.

214.04 General corporate powers.

214.045 Status as internal revenue service qualified thrift lender.

214.06 Branch offices.

SUBCHAPTER II

HOLDING COMPANIES

214.07 Authorized activities.

214.08 Registration.

214.085 Reporting requirements.

214.09 Acquisitions.

214.095 Reorganization as a holding company.

SUBCHAPTER III

INTERSTATE ACQUISITION AND MERGER

214.15 Definitions.

214.155 In−state institutions.

214.16 In−state holding companies.

214.165 Regional institutions and regional holding companies.

214.17 Limitations.

214.175 Condition on acquisition.

214.18 Standards for disapproval.

214.185 Exceptions.

214.19 Branching not limited.

214.195 Subchapter severability.

214.20 Divestiture.

SUBCHAPTER IV

INCORPORATION AND ORGANIZATION

214.24 Application for permission to organize.

214.245 Content of application to organize.

214.25 Articles of incorporation.

214.255 Bylaws.

214.26 Application review.

214.265 Temporary organization and capital subscriptions.

214.27 Completion of organization.

214.275 Appeal of denial.

SUBCHAPTER V

MEMBERSHIP

214.30 Membership.

214.305 Annual and special meetings.

214.31 Notice of meetings.

214.315 Quorum for annual or special meetings.

214.32 Voting.

214.325 Record date for voting and other purposes.

214.33 Proxies.

214.335 Directors.

214.34 Bonds of officers and directors.

214.342 Officers.

214.345 Conduct of directors and officers.

214.37 Access to books and records; communication with members and stock-

holders.

214.375 Closing books.

SUBCHAPTER VI

CAPITAL

214.40 Minimum capital.

214.405 Evidence of capital.

214.41 Capital stock; nature.

214.42 Retirement or reduction of capital stock.

214.43 Capital maintenance.

214.435 Dividends.

214.44 Loans or discounts on capital stock.

SUBCHAPTER VII

INVESTMENTS

214.48 General provisions.

214.485 Investment in loans.

214.49 Other investments.

214.495 Lien priority; advances.

214.50 General loan contract provisions.

214.502 Nonconforming loans.

214.505 Modification agreements.

214.507 Customer access to credit reports.

214.509 Record search.

214.51 Sale, assignment, and servicing of loans and contracts.

214.515 Purchase of real estate at forced sale.

214.52 Purchase of real estate for office and rental purposes.

214.525 Prohibited loans.

214.53 Effect of unauthorized investments.

214.54 Loans to one borrower.

214.545 Rules.

SUBCHAPTER VIII

DEPOSIT ACCOUNTS

214.57 Deposit accounts.

214.575 Deposit accounts subject to liens.

214.58 Payment of interest.

214.585 Holders of deposit accounts.

214.59 Prohibited activities.

214.592 Financially related services tie−ins.

SUBCHAPTER IX

VOLUNTARY CORPORATE CHANGES

214.62 Merger; adoption of plan.

214.625 Merger; stockholder vote of approval.

214.63 Merger; certificate.

214.635 Effect of merger.

214.64 Merger; expenses.

214.645 Sale of assets.

214.65 Procedure to effect sale of all assets.

214.655 Authority to form interim institution.

214.66 Conversion of an existing institution to a savings bank.

214.665 Emergency merger.

214.67 Emergency sale of assets.

214.675 Acquisition of control.

214.68 Jurisdictional conversion.

214.685 Organizational conversion of mutual savings bank to stock savings bank.

SUBCHAPTER X

SUPERVISION

214.715 Powers of the division.

214.72 Prohibited business relationships.

214.725 Examination.

214.735 Examination report.

214.74 Orders of the division.

214.745 Division’s notice to members or stockholders.

214.75 Record keeping and retention.

214.755 Disclosure of examination reports and other records.

214.76 Annual audit.

214.765 Unsafe and unsound practices; orders of prohibition and removal.

214.772 Foreign savings banks.

214.775 Procedure upon the impairment of capital.

214.78 Review board.

214.785 Review of acts, orders or determinations.

SUBCHAPTER XI

CUSTODY AND CONSERVATORSHIP

214.82 Division’s authority to take custody and appoint a conservator or a

receiver.

214.825 Purposes of taking custody.

214.83 Division’s powers during custody.

214.835 Custody of savings banks.

214.84 Notice of custody; action to enjoin.

214.845 Segregation of collections during custody.

214.85 Redelivery of possession.

214.855 Limitations upon custody.

SUBCHAPTER XII

ENFORCEMENT POWERS

214.90 Action to correct conditions.

214.905 Books and records corrective orders.

214.91 Removal and prohibition authority.

214.915 Participation prohibition.

214.92 Effect of termination or resignation.

214.925 Unauthorized participation by convicted individual.

214.93 False statements.

214.935 Civil forfeitures.

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SAVINGS BANKS

Wisconsin Statutes Archive.

SUBCHAPTER I

GENERAL PROVISIONS

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.

comptroller of the currency or organized under ch. 221.

(d) “Branch office” means a place of business, other than the

home office, where the business of the savings bank is conducted.

“Branch office” does not include a remote service unit, a limited

office or an extended office.

(e) “Capital” includes net worth, paid−in−surplus, capital

stock equity, undivided profits, earnings and other forms of capital

considered to be qualifying capital by a deposit insurance corpora-

tion.

(g) “Deposit account” means any monetary interest that a

depositor maintains in a savings bank, including a demand, time,

money market, savings, certificate or negotiable order of with-

drawal account.

(h) “Deposit insurance corporation” means the federal deposit

insurance corporation or other instrumentality of or corporation

chartered by the United States that is supported by the full faith

and credit of the U.S. government as stated in a congressional res-

olution.

(ig) “Director” means a member of a board of directors of a

savings bank. “Director” does not include an advisory director,

honorary director, director emeritus, or similar person, unless the

person is otherwise performing functions similar to those of a

director.

(im) “Division” means the division of banking.

(ip) “Extended office” means a place of business located

within 1,000 feet of a home office or a branch office of the same

savings bank.

(jg) “Fiduciary” means a trustee, personal representative,

guardian, agent, receiver, trustee in bankruptcy, assignee for cred-

itors, or any holder of a similar position of trust.

(jn) “Financial institution” means a bank, a savings bank, a

savings and loan association, a trust company, or a credit union,

whether chartered under the laws of this state, another state or ter-

ritory or under the laws of the United States.

(k) “Geographic area” means the states of Illinois, Indiana,

Iowa, Kentucky, Michigan, Minnesota, Missouri and Ohio.

(L) “Home office” means the office of the savings bank that

is designated as such in its bylaws.

(m) “Impairment” means a condition in which the aggregate

appraised value of the savings bank’s assets is less than the aggre-

gate amount of the savings bank’s deposit accounts and liabilities

to other creditors and the aggregate value of its stock.

(p) “Interest” means dividends, earnings, interest, return or

rate of return paid on a deposit account.

(pm) “Investment” includes consumer, residential, agricul-

tural and commercial loans, purchases of corporate debentures,

securities, bonds and joint venture shares, and purchases of

mutual fund shares subject to the rules of the division.

(q) “Limited office” means a place of business at which a sav-

ings bank provides lending and other services, but at which a sav-

ings bank may not accept deposits except through a remote service

unit.

(qm) “Marketable investment securities” means investment

grade marketable obligations evidencing indebtedness of any per-

son in the form of bonds, notes or debentures, rated in one of the

4 highest categories by at least one nationally recognized rating

service and of a type customarily sold on recognized exchanges

or traded over the counter, but does not include stocks.

(r) “Net profit” means the remainder of all earnings from cur-

rent operations plus actual recoveries on loans, investments and

other assets after deducting all current expenses, including inter-

est on deposit accounts, additions to reserves that are required by

the division, actual losses, accrued dividends on preferred stock

and all state and federal taxes.

(rm) “Person” includes an individual, corporation, limited

liability company, partnership, joint venture, trust, estate, govern-

mental entity or unincorporated association.

(s) “Principal place of business” means the state in which the

total deposits of a savings bank, or of a savings bank holding com-

pany from all offices of all subsidiaries, are the greatest as shown

by the most recent reports of condition filed with a state or federal

regulatory authority.

(sm) “Remote service unit” means a terminal or other facility

or installation, attended or unattended, which is not located at the

home office or at another office of a savings bank and through

which customers and savings banks may engage, by means of

either the direct transmission of electronic impulses to and from

a savings bank or the recording of electronic impulses or other

indicia of a transaction for delayed transmission to a savings bank,

in transactions which are incidental to the conduct of the business

of a savings bank and which are otherwise permitted by law.

“Remote service unit” includes all equipment, regardless of loca-

tion, that is interconnected with a remote service unit and that is

necessary to transmit, route and process electronic impulses in

order to enable the remote service unit to perform any function for

which it is designed.

(sr) “Review board” means the savings institutions review

board.

(t) “Savings bank” means a financial institution organized

under this chapter.

(tm) “Savings bank holding company” means a company that

directly or indirectly, or acting in concert with one or more other

persons or through one or more subsidiaries, owns, controls, or

holds with power to vote, or holds proxies representing more than

25% of the voting shares or rights of a savings bank or savings

bank holding company or controls in any manner whether by the

holding of proxies or otherwise, the election of a majority of the

directors of a savings bank or savings bank holding company.

(u) “Service corporation” means a corporation that is more

than 50% owned by one or more savings banks, or by savings

banks and other financial institutions, whose purposes are reason-

ably incident to the accomplishment of the express or incidental

powers conferred upon savings banks by this chapter.

(um) “Subsidiary” means a company that is controlled by a

person or by a company.

(v) “Value” means the present worth of all rights to future

benefits arising from ownership.

(2) Any of the following persons shall be considered to be a

person affiliated with a savings bank:

(a) A director, officer or controlling person of a savings bank.

(b) A spouse of a director, officer or controlling person of a

savings bank.

controlling person of a savings bank, who has the same home as

that person or who is a director or officer of any subsidiary of the

savings bank or of any holding company affiliate of the savings

bank.

(d) A corporation or organization, other than the savings bank

or a corporation or organization through which the savings bank

operates, of which a director, officer or controlling person of the

savings bank is any of the following:

1. Chief executive officer, chief financial officer or a person

performing similar functions.

2. A general partner.

3. A limited partner who, directly or indirectly either alone or

with a spouse and the members of the person’s immediate family

who are also affiliated persons, owns an interest of 10% or more

in the partnership, based on the value of the person’s contribution,

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Wisconsin Statutes Archive.

or who, directly or indirectly with other directors, officers and

controlling persons and their spouses and their immediate family

members who are also affiliated persons, owns an interest of 25%

or more in the partnership.

4. A person who, directly or indirectly either alone or with a

spouse and the members of the person’s immediate family who are

also affiliated persons, owns or controls 10% or more of any class

of equity securities or owns or controls, with other directors, offi-

cers and controlling persons of the savings bank and their spouses

and their immediate family members who are also affiliated per-

sons of the savings bank, 25% or more of any class of equity secu-

rities.

(3) (a) A person is considered to have control of a savings

bank, savings bank subsidiary, affiliate or savings bank holding

company if the person, acting alone or in concert with one or more

persons, owns, holds, or directs with power to vote or holds

proxies representing, 10% or more of the voting shares or rights

of a savings bank, savings bank subsidiary, affiliate or savings

bank holding company; or has the ability to achieve in any manner

the election or appointment of a majority of the directors of a sav-

ings bank, savings bank subsidiary, affiliate or savings bank hold-

ing company.

(b) A person shall not be considered to have control of a sav-

ings bank or savings bank holding company because of any of the

following:

1. Ownership or control of shares in a fiduciary capacity aris-

ing in the ordinary course of its business.

2. Ownership or control of shares acquired in connection with

its underwriting of securities that are held only for that period of

time that will permit the sale of the shares upon a reasonable basis.

3. Holding shares as collateral taken in the ordinary course of

securing a debt or other obligation.

4. Ownership or control of shares acquired in the ordinary

course of collecting a debt or other obligation previously con-

tracted for in good faith, until 2 years after the date acquired.

5. Voting rights acquired in the course of a proxy solicitation

in the case of a company formed and operated for the sole purpose

of participating in a proxy solicitation.

6. Voting rights acquired by proxy if the proxies are obtained

from depositors and the proxies are voted as directed by a majority

of the board of directors of the savings bank or savings bank hold-

ing company, or of a committee of directors if the committee’s

composition and powers may be revoked by a majority vote of the

board of directors.

History: 1991 a. 221; 1993 a. 112; 1995 a. 27; 1999 a. 9; 2001 a. 102; 2003 a. 33.

Cross Reference: See also ch. DFI−SB 1, Wis. adm. code.

214.015 Administration. This chapter shall be administered

by the division.

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 busi-

ness within the scope of this chapter or do business under any

name or title or circulate or use any advertising or make any repre-

sentations or give any information to anyone using any media,

including electronic media, that indicates or implies the operation

of a business within the scope of this chapter.

History: 1991 a. 221.

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 deposit insurance corporation.

History: 1991 a. 221; 1995 a. 27.

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 ser-

vice in this state that any other provider of financial products or

services may undertake, exercise or provide or that the division

finds to be financially related.

(2) The activities, powers, products and services that may be

undertaken, exercised or offered by a savings bank under sub. (1)

are limited to those specified by rule of the division. The division

may direct a savings bank to cease any activity, the exercise of any

power or the offering of any product or service authorized by rule

under this subsection. Among the factors that the division may

consider in so directing a savings bank are the savings bank’s net

worth, assets, management rating, liquidity ratio and ratio of net

worth to assets.

(3) This section does not authorize a savings bank, directly or

through a subsidiary, to engage in the business of underwriting

insurance.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also chs. DFI−SB 16 and 17, Wis. adm. code.

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 “sav-

ings”. The division shall approve the name of a savings bank.

(2) Notwithstanding sub. (1), an association, as defined in s.

215.01 (1), that converts to a savings bank may use a name that

does not include the term “savings” in its name if that name was

approved for use by the association by the division under ch. 215

before February 12, 1992, and that name is approved by the divi-

sion under this subsection as appropriate to identify the converted

association as a savings bank.

(3) Notwithstanding sub. (1), a federally chartered financial

institution that converts to a savings bank may use a name that

does not include the term “savings” in its name if the financial

institution did not use the term “savings” in its name on

May 7, 1992, and its name is approved by the division as appro-

priate to identify the converted institution as a savings bank.

(4) (a) Except as provided in par. (c), no person may use the

name, logo, or symbol, or any combination thereof, of a savings

bank, or any name, logo, or symbol, or any combination thereof,

that is deceptively similar to the name, logo, or symbol of a sav-

ings bank, in any marketing material provided to or solicitation of

another person in a manner such that a reasonable person may

believe that the marketing material or solicitation originated from

or is endorsed by the savings bank or that the savings bank is

responsible for the marketing material or solicitation.

(b) The division shall direct any person the division finds to

have violated par. (a) to cease and desist from violating par. (a).

If a person violates par. (a) after receiving such direction, the divi-

sion may impose a forfeiture of up to $1,000 for each violation.

Each instance in which marketing material is provided to another

person or solicitation of another person takes place in violation of

par. (a) constitutes a separate violation. This subsection does not

affect the availability of any remedies otherwise available to a sav-

ings bank.

logo, or symbol of a savings bank in any of the following circum-

stances:

1. With the consent of the savings bank.

2. If the person is the savings bank, an affiliate of the savings

bank, or an agent of the savings bank.

History: 1991 a. 221; 1995 a. 27, 367; 2003 a. 262.

214.04 General corporate powers. A savings bank shall

be a body corporate and shall have all of the specific powers con-

ferred 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) To obtain and maintain insurance by a deposit insurance

corporation.

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214.04 SAVINGS BANKS

Wisconsin Statutes Archive.

(3) To act as a fiscal agent for the United States, this state or

any department, office, agency, board, commission or authority of

this state or any county, city, village, town or school district in the

state, if designated for that purpose, and as agent to perform rea-

sonable functions as may be required of it.

(4) With the approval of the division, to become a member of,

purchase stock or securities in, deposit money with, or comply

with any other conditions of membership or credit for any corpo-

ration or agency of the United States or of this state, to the extent

that such agency assists in furthering or facilitating the purposes

or powers of the savings bank.

(5) To make donations in reasonable amounts for the public

welfare or for charitable, scientific, religious or educational pur-

poses.

(6) To adopt and operate reasonable insurance, bonus, profit

sharing, and retirement plans for officers and employees and for

directors who are not officers or employees.

(7) To reject any application for membership and to close

deposit accounts as provided in this chapter and its bylaws; and to

limit the issuance of, or payments on, deposit accounts, subject to

contractual obligations.

(8) To purchase stock in service corporations and to invest in

any form of indebtedness of any service corporation, subject to

rules of the division.

(9) With the approval of the division, to purchase stock of a

corporation whose principal purpose is to operate a safe deposit

or escrow service business, if the purchase is necessary to utilize

the services of that business.

(10) To exercise all the powers necessary to qualify as a

trustee or custodian under the federal self−employed individuals

tax retirement act of 1962, as amended, and invest any funds held

in that capacity in a deposit account if the trust or custodial retire-

ment plan authorizes and directs the investment.

(12) Subject to rules of the division, to make contracts, incur

obligations, make investments, pledge assets or take other action

necessary to do any of the following:

(a) Enable it to act as agent for the sale of obligations of the

United States.

(b) Secure deposits of public funds.

ruptcy act.

(d) Qualify as a fiduciary under ch. 112.

(e) Secure trust funds if acting as a corporate fiduciary. A sav-

ings bank may not commingle trust funds under this paragraph

with the savings bank’s funds, whether deposited by the savings

bank or an affiliate.

(13) To accept for payment at a future date, not to exceed one

year from the date of acceptance, drafts drawn upon it by its cus-

tomers; and to issue, advise or confirm letters of credit authorizing

holders to draw drafts upon it or its correspondents.

(14) Subject to rules of the division, to own and lease personal

property acquired by the savings bank at the request of a prospec-

tive lessee and, upon the agreement of that person, to lease the per-

sonal property.

(15) To indemnify its officers, directors, employees and

agents to the extent authorized for mutual savings and loan associ-

ations under ss. 215.512 to 215.525 if a mutual savings bank, or

to the extent authorized under ss. 180.0850 to 180.0859 if a stock

savings bank.

(16) To provide data processing services to others and to act

as a custodian of records for others on a for−profit basis.

(17) With prior written approval of the division, to acquire all

or any part of the assets of a financial institution or to sell all or any

part of its assets to another financial institution.

(18) To borrow money and issue its obligations for the bor-

rowed money, including but not limited to obligations, bonds,

notes or other debt securities. Except as otherwise provided by

this chapter or by rules of the division, the aggregate amount bor-

rowed may not exceed 50% of the savings bank’s total assets,

except with the prior written approval of the division. An obliga-

tion, bond, note or other debt security may include a written provi-

sion subordinating the debt to claims of other creditors or of

depositors.

(19) To utilize data processing services and place records of

the savings bank for storage and safekeeping with another person

for a fee.

(20) Upon receiving approval from the division, to act as an

authorized agent for its customers in the business and functions

under ch. 217. A savings bank that applies to function as a seller

of checks shall meet the application requirements under ch. 217.

The division may not charge a license or investigation fee for an

application under this subsection. The seller of checks function

of a savings bank shall be under the jurisdiction and supervision

of the division. The division shall enforce ch. 217 as it applies to

savings banks. The division shall determine what records shall be

maintained and shall require the segregation of funds that are nec-

essary for a savings bank to operate as a seller of checks under this

subsection and ch. 217.

(21) (a) Directly or indirectly, to acquire, place and operate,

or participate in the acquisition, placement and operation of, at

locations other than its home office and branch offices, remote ser-

vice units, in accordance with rules established by the division.

(b) The rules of the division shall provide that any remote ser-

vice unit shall be available for use, on a nondiscriminatory basis,

by any state or federal savings bank which has its principal place

of business in this state, by any other state or federal savings bank

obtaining the consent of a state or federal savings bank that has its

principal place of business in this state and is using the terminal

and by all customers designated by a savings bank using the unit.

This paragraph does not authorize a savings bank which has its

principal place of business outside this state to conduct business

as a savings bank in this state. A remote service unit shall be avail-

able for use, on a nondiscriminatory basis, by any credit union,

state or national bank or state or federal savings and loan associa-

tion, whose home office is located in this state, if the credit union,

bank or savings and loan association requests to share its use, sub-

ject to joint rules established by the division of banking, the office

of credit unions and the division. The division by order may

authorize the installation and operation of a remote service unit in

a mobile facility, after notice and hearing upon the proposed ser-

vice stops of the mobile facility.

or services owns or operates a remote service unit on such person’s

premises and allows access to the unit by any financial institution,

group of financial institutions or their customers, nothing in this

paragraph or in rules established by the division shall require such

person to accept any connection to or use of the unit on its prem-

ises for any other purpose or function or to accept any connection

to the unit on its premises by any other financial institution.

(d) If a person primarily engaged in the retail sale of goods or

services owns or operates a remote service unit on such person’s

premises and allows access to the unit by any financial institution,

group of financial institutions or their customers for any purpose

or function, laws governing such institutions or rules established

by the division shall not apply to such person other than those laws

or rules directly related to the particular function performed by the

unit on such person’s premises for a financial institution.

(e) Information transmitted from a remote service unit, either

identified as to particular transactions or aggregate information,

shall only be used for purposes of effecting the financial transac-

tions for which such information was received, for any other pur-

pose lawfully authorized by contract, or for any other purpose per-

mitted by statute and rules pertaining to the dissemination and

disclosure of such information.

Cross Reference: See also ch. DFI−SB 12, Wis. adm. code.

(22) To maintain real estate broker trust accounts under s.

452.13, attorney trust accounts under s. 757.293, collection

agency trust accounts under s. 218.04 (9g), burial trust accounts

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Wisconsin Statutes Archive.

under s. 445.125 (1) and care funds and preneed trust funds under

s. 157.19.

(23) To contract for the provision of trust services to its cus-

tomers with a trust company or other organization with trust pow-

ers authorized to do business in this state. For this purpose, the

trust company or other organization with trust powers may serve

savings bank customers at savings bank facilities on a full−time

or part−time basis.

(25) Subject to rules of the division, to issue credit cards,

extend open−end credit and otherwise engage in or participate in

credit card operations.

(26) With the prior approval of the division, establish a limited

office.

(27) After giving notice to the division, establish an extended

office.

(28) To exercise any power reasonably related or incident to

the purposes of the savings bank.

History: 1991 a. 221, 315; 1995 a. 27, 55, 103, 295.

Cross Reference: See also chs. DFI−SB 16 and 17, Wis. adm. code.

214.045 Status as internal revenue service qualified

thrift lender. A savings bank shall qualify for and maintain

either the 60% asset test of section 7701 (a) (19) of the internal rev-

enue code, or an asset test prescribed by rule of the division that

is not less than the percentage prescribed by section 7701 (a) (19)

of the internal revenue code.

History: 1991 a. 221; 1995 a. 27.

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 operate a branch office outside this

state to the same extent that a savings bank holding company or

savings bank that has its principal place of business outside this

state is allowed to operate in this state under subch. III.

(3) A savings bank may establish a branch office as the result

of a merger or consolidation, or of the bulk sales of facilities in the

case of a relocation.

(4) A savings bank that purchases or assumes all or any part

of the assets or liabilities of another financial institution may

retain and maintain the home office or branch offices purchased

from that financial institution, as branch offices of the acquiring

savings bank.

History: 1991 a. 221; 1995 a. 27.

SUBCHAPTER II

HOLDING COMPANIES

214.07 Authorized activities. A savings bank holding com-

pany 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 subsid-

iary, whichever is later. A savings bank holding company and

each subsidiary of a savings bank holding company shall register

on forms prescribed by the division. A registration form shall

include information with respect to the financial condition, own-

ership, management, and intercompany relations of the holding

company and its subsidiaries and such related matters as the divi-

sion considers necessary.

History: 1991 a. 221; 1995 a. 27.

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

require whatever information the division considers to be neces-

sary concerning the operations of each savings bank holding com-

pany and subsidiary.

(b) Maintain such books and records as may be prescribed by

the division.

(2) The division shall assess a savings bank holding company

fees and charges as necessary to cover the cost of the division’s

examination and supervision under this chapter. The division may

promulgate rules to establish fees and payment schedules to sup-

port registration, examination and supervision under this chapter.

History: 1991 a. 221; 1995 a. 27.

214.09 Acquisitions. Subject to rules of the division, a sav-

ings 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 by the division. The division shall

approve the application if the division determines that the acquisi-

tion is consistent with the interest of maintaining a sound financial

system and that the proposed acquisition does not afford a basis

for supervisory objection.

History: 1991 a. 221; 1995 a. 27.

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 own-

ership of which shall be evidenced by stock shares, to be owned

by the organizing parent savings bank.

(b) Transferring a substantial portion of its assets and all of its

insured deposits and part or all of its other liabilities to one or more

subsidiary savings banks.

ings bank holding company.

(2) In order to effect a reorganization under sub. (1), the board

of directors of the original savings bank shall approve a plan pro-

viding for the reorganization. The plan shall be submitted for

approval by a majority of all votes entitled to be cast by members

or stockholders of the savings bank at a meeting held in accord-

ance with the savings bank’s articles of incorporation and bylaws.

(3) The division shall promulgate rules to regulate the forma-

tion of and the ongoing business of the subsidiaries and the sav-

ings bank holding company, including the rights of members or

stockholders, levels of investment in holding company subsid-

iaries, and stock sales.

History: 1991 a. 221; 1995 a. 27, 103.

Cross Reference: See also ch. DFI−SB 22, Wis. adm. code.

SUBCHAPTER III

INTERSTATE ACQUISITION AND MERGER

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 company, as defined in s. 215.01 (24m), or savings bank

holding company that has its principal place of business in this

state and is not owned or controlled by a company having its prin-

cipal place of business outside of this state.

(3) “Regional institution” means a foreign savings bank, for-

eign association, federal savings and loan association or federal

Updated 07−08 Wis. Stats. Database 6

214.15 SAVINGS BANKS

Wisconsin Statutes Archive.

savings bank that has its accounts insured by a deposit insurance

corporation, and which has its home office located in the geo-

graphic area and that, if owned or controlled by a company, is

owned or controlled by a regional holding company or by an in−

state holding company.

(4) “Regional holding company” means a savings and loan

holding company or savings bank holding company that has its

principal place of business in the geographic area and is not owned

or controlled by a company having its principal place of business

outside of the geographic area.

History: 1991 a. 221.

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

regional institutions.

(b) Merge with one or more regional institutions.

(2) A savings bank proposing any action under sub. (1) shall

file an application with the division for approval of the transaction

and shall provide the division with copies of all applications and

materials filed with a federal agency or agency of another state in

seeking approval of the transaction.

History: 1991 a. 221; 1995 a. 27.

214.16 In−state holding companies. (1) An in−state sav-

ings 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 or all of the assets of,

one or more regional institutions or regional holding companies.

(b) Merge with one or more regional holding companies.

(2) An in−state savings bank holding company proposing any

action under sub. (1) shall file an application with the division for

approval of the transaction and shall provide the division with

copies of all applications and materials filed with a federal agency

or agency of another state in seeking approval of the transaction.

History: 1991 a. 221; 1995 a. 27.

214.165 Regional institutions and regional holding

companies. Except as provided in s. 214.17, a regional institu-

tion 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−state savings bank hold-

ing companies or acquire an interest in, or some or all of the assets

and liabilities of, one or more savings banks or in−state savings

bank holding companies.

(2) Merge with one or more in−state savings bank holding

companies.

History: 1991 a. 221.

214.17 Limitations. A regional institution or regional hold-

ing 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 has its principal

place of business permit all of the following:

(a) Wisconsin savings banks to acquire one or more regional

institutions in the state.

(b) In−state savings bank holding companies both to acquire

one or more regional institutions and to acquire and merge with

one or more regional holding companies in the state.

(2) The division has not disapproved the acquisition of the

savings bank or the acquisition or merger with the in−state savings

bank holding company under s. 214.18.

(3) The division publishes under ch. 985 a class 3 notice, in the

official state newspaper, of the application to take an action under

s. 214.165 and of the opportunity for a hearing and, if at least 25

residents of this state petition for a hearing within 30 days of the

final notice or if the division on the division’s own motion calls for

a hearing within 30 days of the final notice, the division holds a

public hearing on the application, except that a hearing is not

required if the division finds that an emergency exists and that the

proposed action under s. 214.165 is necessary and appropriate to

prevent the probable failure of an in−state savings bank that is

closed or in danger of closing.

(4) The division is provided a copy of any application seeking

approval by a federal agency of the acquisition of an in−state sav-

ings bank or acquisition of or merger with an in−state savings bank

holding company and of any supplemental material or amend-

ments filed with the application.

(5) The applicant has paid the division a fee of $1,000 together

with the actual costs incurred by the division in holding any hear-

ing on the application.

(6) If an acquired savings bank is organized on or after May

7, 1992, the savings bank has been in existence for at least 5 years

before the date of its acquisition.

History: 1991 a. 221; 1995 a. 27.

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 shall divest itself of those in−state

savings banks within 2 years after the date of acquisition of the in−

state savings bank holding company by the regional holding com-

pany.

History: 1991 a. 221.

214.18 Standards for disapproval. The division may dis-

approve 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 bank holding company concerned, the action

would be contrary to the best interests of the stockholders or cus-

tomers of the in−state savings bank or in−state savings bank hold-

ing company.

(2) The action would be detrimental to the safety and sound-

ness of the applicant or of the in−state savings bank or in−state

savings bank holding company concerned, or to a subsidiary or

affiliate of the applicant or of the in−state savings bank or in−state

savings bank holding company.

(3) Because the applicant, its executive officers, directors or

principal stockholders have not established a record of sound per-

formance, efficient management, financial responsibility and

integrity, the action would be contrary to the best interest of the

depositors, customers, creditors or stockholders of the applicant

or of the in−state savings bank or in−state savings bank holding

company or contrary to the best interests of the public.

(4) The applicant has failed to provide adequate and appropri-

ate services required by the community reinvestment act of 1977,

12 USC 2901 to 2906, to the communities in which the applicant

is located.

(5) The applicant has failed to propose to provide adequate

and appropriate services required by the community reinvestment

act of 1977, 12 USC 2901 to 2906, in the community in which the

in−state savings bank which the applicant proposes to acquire or

in−state savings bank holding company which the applicant pro-

poses to acquire or merge with is located.

(6) The applicant has failed to enter into an agreement pre-

pared by the division to comply with laws and rules of this state

regulating consumer credit finance charges and of the charges and

related disclosure requirements, except to the extent preempted by

federal law or regulation.

(7) Any condition under s. 214.17 (1), (3), (4), (5) or (6) has

not been met.

SAVINGS BANKS 214.26

7Updated 07−08 Wis. Stats. Database

Wisconsin Statutes Archive.

(8) The applicant fails to meet any other standard established

by rule of the division.

History: 1991 a. 221; 1995 a. 27.

214.185 Exceptions. (1) This subchapter does not prohibit

a regional institution or regional holding company from acquiring

up to 5% 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−state savings bank

or savings bank holding company from acquiring up to 5% of the

voting shares of one or more regional savings banks or savings

bank holding companies.

History: 1991 a. 221.

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 unconsti-

tutional, 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 unconstitu-

tional with respect to a savings bank holding company, ss. 214.15

to 214.18 shall remain in effect with respect to in−state savings

banks and regional institutions.

History: 1991 a. 221.

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 causing it to no longer be one of these enti-

ties, divest itself of control of all in−state savings banks and in−

state savings bank holding companies. A savings bank holding

company that fails to immediately notify the division shall be sub-

ject to a forfeiture of $500 per day, beginning on the day its status

changes and ending on the day the division receives notification.

History: 1991 a. 221; 1995 a. 27.

SUBCHAPTER IV

INCORPORATION AND ORGANIZATION

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 to obtain insurance of accounts from a deposit insurance

corporation and may include additional amounts as the division

may require, based on rules promulgated by the division.

(3) For mutual savings banks, the division shall determine the

aggregate minimum amount of funds to be paid into the savings

bank’s deposit accounts by persons subscribing for deposit

accounts and the length of time for which the incorporators shall

guarantee payment of savings bank operating expenses. The

minimum amount of capital required shall be at least the minimum

required to obtain insurance of the accounts from a deposit insur-

ance corporation and may include additional amounts as the divi-

sion may require, based on rules promulgated by the division.

(4) An incorporator shall submit a nonrefundable $1,000

application fee with an application.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also ch. DFI−SB 18, Wis. adm. code.

214.245 Content of application to organize. The incor-

porators shall file an application for a certificate to organize a sav-

ings bank on forms prescribed by the division. The application

shall include any information the division considers necessary but

shall include at least all of the following:

(1) The name, address, social security number, date of birth,

place of birth, business address, home address and occupation of

each incorporator.

(3) The name of the proposed savings bank.

(4) The address of the home office and branch offices, if

known, of the proposed savings bank. The application shall

include information about any real estate interests of an incorpora-

tor if that real estate may be involved with any of these locations.

(5) The anticipated duration of the proposed savings bank,

which may be perpetual.

(6) An audited financial statement of each incorporator.

(7) The proposed articles of incorporation and bylaws.

(8) The number of shares of capital stock; the number of

shares and classes of preferred stock, if any; the number of shares

to be sold; and the per share initial offering price of each share.

(9) The total amount and number of the initial deposit

accounts.

(10) The names and addresses of the initial directors.

History: 1991 a. 221; 1995 a. 27.

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 exe-

cuted by the incorporators, and any subsequent amendments to the

articles that are adopted by the members or stockholders of the

savings bank shall be filed with and approved by the division.

(3) Upon their approval by the division, articles of incorpora-

tion and amendments to the articles shall be recorded in the office

of the register of deeds in the county in which the home office of

the savings bank is located.

(4) Amendments to the articles of incorporation may be made

at any annual or special meeting of the members or stockholders

called for that purpose, provided that a statement of the nature of

the proposed amendment is included in the notice of meeting. The

proposed amendment shall be adopted if it receives the affirma-

tive vote of a majority of all votes entitled to be cast.

(5) The effective date of the articles of incorporation and

amendments to the articles shall be the date of recording in the

office of the register of deeds or a later date if the document pro-

vides for a different date. The register of deeds shall forward a cer-

tificate of recording to the division.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also ch. DFI−SB 9, Wis. adm. code.

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 be the date on which they are approved by the divi-

sion or a later date if the document provides for a different date.

(4) A savings bank shall furnish a copy of its bylaws to any

member or stockholder upon request.

(5) The bylaws of the savings bank may be amended as pre-

scribed in the bylaws.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also ch. DFI−SB 10, Wis. adm. code.

214.26 Application review. (1) The division may require

additional information and shall conduct whatever investigation

necessary, including subpoenaing books and records, taking pub-

lic testimony and conducting hearings, to determine if the division

should issue a certificate to organize. The incorporators shall

share jointly and severally the expense of an investigation.

(2) If a mutual savings bank, the incorporators shall, in addi-

tion to their initial deposit account subscription, create an expense

fund in an amount not less than 50% of the total minimum required

amount of deposit accounts. The mutual savings bank may use the

Updated 07−08 Wis. Stats. Database 8

214.26 SAVINGS BANKS

Wisconsin Statutes Archive.

expense fund for organization expenses, operating deficits, losses

and interest on deposit accounts.

(a) The expense fund shall be an asset of the proposed mutual

savings bank if the division approves the application, and shall be

reflected on the books as a liability under the caption “subsidy by

incorporators”.

(b) If the income of a period is insufficient to pay expenses or

pay interest on deposit accounts, the mutual savings bank shall

make appropriate charges to the expense fund account.

may petition the division for authority to repay the incorporators,

on a proportional basis, any unused portion remaining in the

expense fund. If the division determines that the operations of the

mutual savings bank at that point are of such degree as to enable

the mutual savings bank to operate without the subsidy, the divi-

sion may authorize repayment.

(d) After the 4th year of corporate existence, and each subse-

quent year, the board of directors of the mutual savings bank may

petition the division for authority to pay out of current income of

any period to the incorporators on a proportional basis, the amount

remaining after payment of expenses, provision for taxes and the

provision for distribution of earnings as a recovery of previous

charges made to the expense fund account. The division may

approve or deny the petition for recovery payments. Recovery

payments may not exceed the total of the charges made to the

expense fund account.

(e) The expense fund may not earn interest.

(3) (a) Within 30 days after receiving a completed applica-

tion, the division shall furnish a notice of application to the incor-

porators and to each savings bank authorized to operate an office

within 4 miles of the proposed home office if it is to be located in

Milwaukee County, or within 20 miles of the proposed home

office if it is to be located outside of Milwaukee County. The

notice shall describe the location and nature of the proposed home

office and any other proposed office and shall solicit written com-

ments on the application. If a hearing on the application has been

scheduled, the notice shall indicate the time and place of the hear-

ing. If a hearing has not been scheduled, the notice shall describe

the right of interested persons to request a hearing.

(b) The incorporators shall publish the notice of application as

a class 3 notice under ch. 985 in the city, town or village where the

home office is to be located and shall provide the division with

proof of publication.

(4) The division shall conduct a public hearing on the applica-

tion if any of the following occurs:

(a) The incorporator requests a hearing at the time of filing.

(b) Within 3 days after publication of the final notice of

application any person planning to participate in a hearing on the

application files with the division a request for hearing.

(5) If a hearing date is not indicated in the notice of application

and a hearing is subsequently required, the division shall give

written notice of the time and place of the hearing to the incorpora-

tors and to anyone who has requested a hearing, at least 10 days

before the hearing.

(6) A person may not directly or indirectly receive or contract

to receive any commission, salary, compensation, bonus, rights or

privileges for organizing a mutual savings bank or for securing a

subscription for the original deposit accounts of the mutual sav-

ings bank. An attorney may receive reasonable compensation for

legal services in connection with the organization of the mutual

savings bank.

(7) To approve an application, the division must find, based on

the record of the application, the division’s investigation and the

public hearing, if any, that all of the following conditions exist:

(a) The proposed management, business plan and capitaliza-

tion meets regulatory requirements.

(b) The application information is accurate.

another financial institution within an area defined by rule of the

division.

(d) The proposed business plan and capitalization serves the

needs of the community and its residents.

(e) The insurance of accounts is effective before issuance of

a certificate.

(8) The division shall have discretionary authority to grant a

certificate of authority. The division may refuse to issue a certifi-

cate of authority to the incorporators to commence business if, in

the division’s opinion, any incorporator is not of such character

and general fitness as to warrant belief that the savings bank will

be conducted for the best interest of its members or stockholders

or if other sufficient reasons exist for a refusal to issue a certificate

of authority.

History: 1991 a. 221; 1995 a. 27; 1997 a. 35.

214.265 Temporary organization and capital subscrip-

tions. (1) (a) If the division approves an application to orga-

nize, the division shall issue to the incorporators a certificate of

authority to effect a temporary organization.

(b) Under a temporary organization, the incorporators shall do

all of the following:

1. Elect directors and a chairperson, secretary and treasurer.

2. Conduct meetings.

3. If a stock savings bank open subscription books for the sale

of stock.

4. Open subscription books for deposit accounts.

(2) During the temporary organization, incorporators of a sav-

ings bank may exercise such other powers as are conferred upon

the incorporators of other corporations, if those powers are not in

conflict with this chapter.

(3) The incorporators of a savings bank shall obtain a surety

bond in a suitable amount that covers the treasurer and other offi-

cers who may handle funds of the temporary organization.

(4) If a stock savings bank, the officers and directors shall

secure subscriptions for capital in the form of pledges to purchase

stock.

(5) The directors shall prepare articles of incorporation,

bylaws, and other documents and items as required by rule of the

division.

(6) The directors shall apply for insurance of accounts with a

deposit insurance corporation and provide the division with a

copy of each filing and additional documents filed or received in

connection with the filing.

(7) The officers and directors may take any other actions nec-

essary to complete organization.

(8) If a stock savings bank, the officers and directors shall fur-

nish the division with the names and addresses of all investors who

subscribe to purchase stock.

(9) No business, other than that of completing the organiza-

tion of the proposed savings bank, may be transacted until the

division issues certificate of incorporation.

(10) A temporary certificate of authority issued under sub. (1)

(a) shall be effective for 180 days after the date issued. The divi-

sion may, for cause, extend the effective period of the certificate

for such time as the division considers to be advisable.

History: 1991 a. 221; 1995 a. 27.

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 subchapter, rules promulgated under this

subchapter, federal law and the division’s requests are completed,

the incorporators shall provide the division with a certificate of

compliance in a form prescribed by the division, together with a

$500 fee.

SAVINGS BANKS 214.34

9Updated 07−08 Wis. Stats. Database

Wisconsin Statutes Archive.

(2) Within 90 days after receipt of the certificate of com-

pliance and receipt of all required fees, the division shall issue a

certificate of incorporation authorizing the savings bank to com-

mence business. The certificate of incorporation shall specify the

date of the corporate existence of the savings bank.

(3) The division shall terminate the corporate existence and

void the articles of incorporation and certificate of incorporation

of a savings bank if the savings bank fails to commence business

within 6 months after the date on the certificate of incorporation.

The division may, in writing, extend the time period to commence

business for such time as the division considers to be advisable.

History: 1991 a. 221; 1995 a. 27.

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 mem-

bership.

(b) A member has the right to share in the net profit of a mutual

savings bank, after payment of creditors, if the savings bank liqui-

dates. This right does not permit a member to claim a share of net

profits absent a liquidation and does not permit a member to seek

liquidation except in any manner permitted by the mutual savings

bank’s articles of incorporation or bylaws.

(2) An owner of stock in a stock savings bank shall be an

owner of the stock savings bank. Joint ownership of stock consti-

tutes one ownership.

History: 1991 a. 221; 1995 a. 103.

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 dis-

solution of the savings bank. Special meetings may be called by

the board of directors, by stockholders of not less than 20% of the

outstanding stock, by members constituting not less than 20% of

the eligible votes or by any other person designated in the bylaws.

The division may call a special meeting with not less than 7 days’

written or oral notice. An annual or special meeting shall be held

at the home office of the savings bank or at another place within

a county in which the savings bank maintains an office if specifi-

cally designated in the notice of the meeting.

History: 1991 a. 221; 1995 a. 27, 103.

214.31 Notice of meetings. (1) Notice of an annual meet-

ing 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 by rule of the division. The notice

shall state the time, place and purpose of the meeting.

(2) For a special meeting or for an annual meeting that is to

consider any proposition that requires an affirmative vote of two−

thirds of the members or stockholders, the notice shall be provided

to each member or stockholder by mail, postmarked between 10

and 40 days before the date of the meeting, and shall be displayed

at each of the savings bank’s offices as if for an annual meeting,

beginning on the date notice is given. The notice shall state the

time, place and purpose of the meeting.

History: 1991 a. 221; 1995 a. 27.

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 num-

ber of votes entitled to vote at a meeting. A meeting, including one

at which a quorum is not present, may be adjourned to a specified

date without future notice.

History: 1991 a. 221.

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 out-

standing shares, the following rules apply:

(a) The date of determination shall be the record date for voting

under s. 214.325.

(b) A person holding one or more deposit accounts in a mutual

savings bank shall have one vote for each $100 of the aggregate

withdrawal value of the deposit accounts and one vote for any

fraction of $100.

(d) Stock owned by the savings bank may not be counted or

voted.

(e) A stock savings bank shall state in its articles of incorpora-

tion that voting rights shall be vested exclusively in stockholders.

History: 1991 a. 221.

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 record date, not fewer than 10 days

nor more than 60 days before the meeting or other event or trans-

action with regard to which the determination is to be made. The

determination shall be made as of the close of business on the

record date.

(2) If the bylaws do not provide for a record date, the board of

directors may fix a record date for each determination to be made

within the time limits under sub. (1). If the board of directors fails

to fix a record date, the record date for a meeting shall be the date

on which the first notice of meeting is given.

(3) Stock sold or deposit accounts withdrawn after the record

date may not be voted or counted in determining the number of

shares outstanding.

History: 1991 a. 221.

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 other-

wise provided in the proxy.

(b) Unless executed in an instrument separate from other forms

or documents relating to the member’s deposit accounts.

gave a proxy is present, provided that before the taking of any

vote, notice of the member’s or stockholder’s attendance and

intention to vote at the meeting is given by that person to an offi-

cial whom the savings bank shall identify at the meeting as having

responsibility for maintaining a record of attendance.

History: 1991 a. 221; 1995 a. 103.

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 this state. A director shall have a

fiduciary relationship with the savings bank.

History: 1991 a. 221.

Cross Reference: See also ss. DFI−SB and 3.03, 3.04, and 3.05, Wis. adm. code.

214.34 Bonds of officers and directors. (1) Every per-

son appointed or elected to any position requiring the receipt, pay-

ment, management or use of savings bank money, or whose duties

permit or require access to or custody of savings bank money or

Updated 07−08 Wis. Stats. Database 10

214.34 SAVINGS BANKS

Wisconsin Statutes Archive.

securities, or whose duties permit the regular making of entries in

the books or other records of the savings bank, shall be bonded by

a trust or company authorized to issue bonds in this state or by a

fidelity insurance company licensed to do business in this state.

A bond shall be in a form prescribed by the division and in an

amount fixed by the board of directors. A bond shall be payable

to the savings bank to indemnify the savings bank for any loss the

savings bank may sustain through any dishonest or criminal act or

omission by the bonded person, whether committed alone or in

concert with others. A bond shall provide that cancellation of the

bond by the surety or by the insured is not effective before 30 days’

written notice is given to the division, unless the division approves

an earlier cancellation.

(2) Notwithstanding sub. (1), the division may proceed

against a savings bank if the division believes that the business of

the savings bank is being conducted in an unsafe or unsound man-

ner or that the form or amount of bonds approved by the board of

directors is inadequate to give reasonable protection to the savings

bank.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also ss. DFI−SB and 3.01 and 3.02, Wis. adm. code.

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. Officers shall have the duties and func-

tions described in the articles of incorporation and bylaws and

shall perform other duties that are designated by the board of

directors.

History: 1991 a. 221.

Cross Reference: See also ss. DFI−SB 3.05 and 7.01, Wis. adm. code.

214.345 Conduct of directors and officers. (1) Upon

election, a director shall take an oath that the director will dili-

gently 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, the articles of incorporation or bylaws

under which the savings bank operates or any other state or federal

law applicable to a savings bank.

(2) The division may require disclosure by directors, officers

and employees of their personal interest, directly or indirectly, in

any business or transaction on behalf of or involving the savings

bank and of their control of or active participation in enterprises

having activities related to the business of the savings bank.

(3) An officer, director and employee shall avoid conflict of

interest situations in which a person in a decision−making position

must decide between his or her personal financial interests and

those of the savings bank. The board of directors shall establish

written policies and procedures reasonably calculated to identify

potential conflicts of interest and to avoid placing an officer, direc-

tor or employee in such a position.

(4) All of the following restrictions govern the conduct of

directors and officers of savings banks:

(a) An officer or director of a mutual savings bank may not act

as a director or officer of another mutual savings bank.

(b) A director may receive as remuneration reasonable fees,

which may include deferred compensation arrangements, for ser-

vices as a director or for service as a member of a committee of

directors. A director who is also an officer or employee of the sav-

ings bank may receive compensation for service as an officer or

employee, including deferred compensation arrangements.

indirect, in the purchase at less than its face value of a deposit

account of the savings bank.

(d) A savings bank or director or officer of the savings bank

may not directly or indirectly require, as a condition to the grant-

ing of a loan or the extension of any other service by the savings

bank or its affiliates, that the borrower or any other person under-

take a contract of insurance or any other agreement or understand-

ing with respect to the direct or indirect furnishing of any other

goods or services with a specific person.

(e) An officer or director acting as proxy for a member of a

mutual savings bank may not exercise, transfer or delegate that

right for a private benefit or advantage, direct or indirect, that

accrues to the officer or director nor surrender control or pass the

officer’s or director’s office to any other for a private benefit or

advantage, direct or indirect.

(f) A director or officer may not solicit, accept or agree to

accept, directly or indirectly, from any person other than the sav-

ings bank any gratuity, compensation or other personal benefit for

any action taken by the savings bank or for attempting to procure

any action by the savings bank.

(5) (a) Subject to the approval of the division, a savings bank’s

bylaws shall provide for reasonable indemnification to its offi-

cers, directors and employees in connection with the faithful per-

formance of their duties for the savings bank. For stock savings

banks, the provisions shall be consistent with those under ss.

180.0850 to 180.0859. For mutual savings banks, the provisions

shall be consistent with those under ss. 215.512 to 215.525.

(b) The provisions relating to the limited liability of directors

under s. 180.0828, as they apply to a director of a corporation,

apply to a director of a stock savings bank. The provisions relating

to the limited liability of directors and officers under s. 215.525,

as they apply to a director or officer of a mutual savings and loan

association, apply to a director or officer of a mutual savings bank.

History: 1991 a. 221; 1995 a. 27, 103; 1997 a. 35.

Cross Reference: See also ch. DFI−SB 7 and ss. DFI−SB 2.02, 3.03, 3.04, 3.05,

and 3.07, Wis. adm. code.

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 rela-

tionship established in the ordinary course of business between a

savings bank and a customer.

(2) Except as provided in this section, no person may have

access to the books and records of a savings bank or receive a list

of the members or stockholders.

(3) A person shall have the right to inspect books and records

of the savings bank that pertain to the person’s deposit accounts

or loans.

(4) This section does not prohibit any of the following:

(a) The preparation, examination, handling or maintenance of

financial records by any officer, employee or agent of a savings

bank having custody of records or examination of records by a

certified public accountant engaged by the savings bank to per-

form an independent audit.

(b) The examination of financial records by, or the furnishing

of financial records by a savings bank to, any officer, employee or

agent of the division or a deposit insurance corporation for use

solely in the exercise of that person’s duties as an officer,

employee or agent.

the data cannot be identified to any person, deposit account or loan

file.

(d) The making of reports or returns required under the internal

revenue code.

(e) The furnishing of information concerning the dishonor of

a negotiable instrument permitted to be disclosed under the uni-

form commercial code.

(f) The exchange in the regular course of business of credit

information between a savings bank and another financial institu-

tion or a mortgage banker or between a savings bank and a con-

sumer reporting agency.

(g) The furnishing of information to the appropriate law

enforcement authorities if the savings bank reasonably believes a

crime involving the savings bank has been committed.

(h) The furnishing of information pursuant to ch. 177.

SAVINGS BANKS 214.43

11 Updated 07−08 Wis. Stats. Database

Wisconsin Statutes Archive.

(i) The furnishing of information pursuant to the currency and

foreign transactions reporting act, 31 USC 5311 to 5326.

(j) The furnishing of information pursuant to any other statute

which by its terms or by rules promulgated under that statute

requires the disclosure of financial records other than by sub-

poena, summons, warrant or court order.

(k) The disclosure of the current balance of a depositor’s

account and the identification of the account to any person who

submits all of the following:

1. An affidavit stating that the person has standing under s.

867.01 (3) (ac) or 867.02 (2) (ac) to petition for summary settle-

ment or assignment of a decedent’s estate or that the person is an

heir of the decedent, or was guardian, as defined in s. 54.01 (10)

or s. 880.01 (3), 2003 stats., of the decedent at the time of the dece-

dent’s death, and may obtain transfer of property of a decedent

under s. 867.03.

2. A certified copy of the depositor’s death certificate. If the

savings bank already possesses a certified copy of the depositor’s

death certificate, this subdivision does not apply.

(L) The disclosure of information relating to the financial

records of a customer if authorized by that customer.

(m) The disclosure of financial records under a subpoena,

summons, warrant or court order, if the savings bank mails a copy

of the subpoena, summons, warrant or court order to the customer,

if living, or the customer’s personal representative, if known, at

that person’s last−known address by 1st class mail, postage pre-

paid, unless the savings bank is specifically prohibited from noti-

fying the person under a state or federal law or by order of the

court.

(5) If a member or stockholder desires to communicate with

other members or stockholders of the savings bank with reference

to any question pending or to be presented at an annual or special

meeting, the savings bank shall give that person, upon written

request, a written statement of the approximate number of mem-

bers or stockholders entitled to vote at the meeting and an estimate

of the cost of preparing and mailing the communication. The

requester shall submit the communication to the division who, if

finding it to be appropriate and accurate, shall direct the savings

bank to prepare and mail the communication to the members or

stockholders upon the requester’s payment or adequate provision

for payment of the expenses of preparation and mailing.

(7) A savings bank may sell or otherwise make use of a com-

plete or partial list of customers if all of the following apply:

(a) The list does not classify customers by individual financial

criteria and contains only the names and addresses of customers.

(b) The savings bank gives each customer prior written notice

of the savings bank’s intent to furnish information about the cus-

tomer and informs the customer that the customer has the right to

prohibit the release by notifying the savings bank in writing on a

form provided by the savings bank.

furnish the list to another person.

History: 1991 a. 221; 1995 a. 27; 1997 a. 27; 1999 a. 94; 2005 a. 387.

Cross Reference: See also s. DFI−SB 2.06, Wis. adm. code.

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: 1991 a. 221; 1995 a. 27.

SUBCHAPTER VI

CAPITAL

214.40 Minimum capital. (1) A savings bank may be orga-

nized to exercise the powers conferred by this chapter with mini-

mum capital, surplus and reserves for operating expenses as deter-

mined by the division. The division may not establish

requirements for savings banks at a level less than that required for

insurance of accounts. For a savings bank other than one resulting

from the conversion from an existing financial institution, the

division may establish capital requirements at least as stringent as

those required under s. 214.43 (1).

(2) A stock savings bank may not commence business until it

has a paid−in surplus equal to 20% of its capital. The division may

waive this requirement for a financial institution that converts to

a savings bank.

(3) A stock financial institution seeking to convert to a savings

bank under s. 214.66 shall, before declaring a dividend on its capi-

tal stock, transfer not less than 50% of its net profits of the preced-

ing half year to its paid−in surplus until it has paid−in surplus equal

to 20% of capital stock.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also ss. DFI−SB 3.08 and 5.01, Wis. adm. code.

214.405 Evidence of capital. (1) The capital of a stock sav-

ings bank shall be evidenced by stock and noncumulative perpet-

ual preferred stock as authorized by the articles of incorporation.

(2) Stock is personal property and may be transferred as pro-

vided in this chapter and the bylaws of the savings bank.

History: 1991 a. 221.

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 non-

withdrawable, except as provided in s. 214.42, until all liabilities

of the savings bank have been satisfied in full, including payment

of the withdrawal value of all deposit accounts.

History: 1991 a. 221.

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 effectu-

ating the amendment. The resulting capital of the savings bank

may not be less than the minimum initial capital that is required

to organize a savings bank. The proposal shall be subject to the

division’s approval.

(2) If the division approves the proposal, the savings bank’s

board of directors may request in writing an appraisal of the value

of the capital stock. The division shall order an appraisal to be

made at the expense of the savings bank.

(3) The proposal shall be submitted to the stockholders at an

annual or special meeting. It shall be adopted if it receives the

affirmative vote of the holders of two−thirds or more of the out-

standing shares of stock. The proposal takes effect upon comple-

tion of the procedure under s. 214.25 for the amendment of articles

of incorporation.

(4) A savings bank may amend its articles of incorporation in

accordance with the procedure under s. 214.25 to reduce its capital

stock, but may not reduce its capital stock to an amount less than

the minimum initial capital stock required to organize a savings

bank.

History: 1991 a. 221; 1995 a. 27.

214.43 Capital maintenance. (1) A savings bank shall

maintain total capital of not less than 6% of total assets. This is

the minimum capital level acceptable for a savings bank that is

well−managed and whose overall financial condition is funda-

mentally sound. If the division determines that the financial con-

dition or history, management or earnings prospects of a savings

bank are not adequate, the division may require a higher minimum

capital level for the savings bank.

(2) A savings bank shall maintain total capital necessary to

ensure the continuation of insurance of its deposit accounts by a

deposit insurance corporation.

(3) The board of directors may establish and maintain specific

reserves, as it considers to be advisable, to provide for losses or

Updated 07−08 Wis. Stats. Database 12

214.43 SAVINGS BANKS

Wisconsin Statutes Archive.

liabilities. Losses may be charged to those reserves as the board

of directors may determine.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also ss. DFI−SB 3.08 and 5.01, Wis. adm. code.

214.435 Dividends. (1) Subject to the restrictions in this

section and the savings bank’s bylaws, the board of directors from

time to time may declare dividends on stock.

(2) The board of directors may not declare dividends if the

total capital of the savings bank is less than that required under s.

214.43.

(3) The board of directors may quarterly, semiannually or

annually declare a dividend on capital stock of so much of the net

profits of the savings bank that the board determines to be expedi-

ent, except that until the paid−in surplus of the savings bank equals

its capital stock, a dividend may not be declared unless there has

been transferred to paid−in surplus not less than 10% of the net

profits of the preceding half year in the case of quarterly or semi-

annual dividends, or not less than 10% of the net profits for the

preceding year in the case of annual dividends. A stock dividend

may be declared out of retained earnings with the written approval

of the division.

(4) The written approval of the division is required before any

dividends on stock that exceed 50% of the savings bank’s net prof-

its of that year may be declared in any calendar year.

History: 1991 a. 221; 1995 a. 27.

214.44 Loans or discounts on capital stock. A savings

bank may not make a loan or discount on the security of or be the

purchaser or holder of the shares of its own stock or preferred

stock or on the security of its own debentures or evidences of its

debt that are convertible to stock or are junior or subordinate in

rights of payment to deposits or other liabilities of the savings

bank, unless the security or purchase is necessary to prevent a loss

on a debt previously contracted in good faith; and the stock or evi-

dence of indebtedness acquired or purchased shall, within 6

months after the date of its acquisition, be sold or disposed of at

public or private sale.

History: 1991 a. 221.

SUBCHAPTER VII

INVESTMENTS

214.48 General provisions. (1) In this subchapter, “under-

writing” means the process of compiling information to support

a determination as to whether an investment or extension of credit

shall be made by a savings bank. “Underwriting” includes evalu-

ating a borrower’s creditworthiness, determination of the value of

the underlying collateral, market factors, and the appropriateness

of the investment or loan for the savings bank. “Underwriting”

does not include an agreement to purchase unsold portions of pub-

lic offerings of stocks or bonds as commonly used in corporate

securities issuances and sales.

(2) A savings bank may not make a loan or investment autho-

rized by this subchapter unless the savings bank first determines

that the type, amount, purpose and repayment provisions of the

loan or investment in relation to the borrower’s or issuer’s

resources and credit standing support the reasonable belief that the

loan or investment will be financially sound and will be repaid

according to its terms and that the loan or investment is not unlaw-

ful.

(3) Each loan or investment that a savings bank makes or pur-

chases, in whole or in part, shall be adequately underwritten and

reserved against as necessary in accordance with its payment per-

formance, and in accordance with rules of the division.

(4) Every appraisal or reappraisal of property that a savings

bank is required to make shall be made by one of the following:

(a) An independent qualified appraiser, designated by the

board of directors, who is properly licensed and certified by the

department of regulation and licensing or by another entity autho-

rized to govern appraisal licensure and certification and who

meets the requirements of title XI of the financial institutions

reform, recovery and enforcement act of 1989, 12 USC 3331 to

3351 and regulations adopted pursuant to those sections.

(b) If an insured or guaranteed loan, an appraiser appointed by

any lending, insuring or guaranteeing agency of the United States

or this state that insures or guarantees the loan, in whole or in part.

(4m) (a) Each appraisal shall be in writing, prepared at the

request of the lender for the lender’s use, and shall include all of

the following information:

1. The market value of the security offered.

2. Sufficient information and data concerning the appraised

property to substantiate the market value.

3. The certification and signature of the appraiser.

4. A statement that the appraiser has personally examined the

described property.

(b) An appraisal shall be prepared and reported in accordance

with the uniform standards of professional appraisal practice, as

described under s. 458.24.

(5) If an appraisal of real estate securing a savings bank’s loan

is obtained as part of an examination by the division, the cost of

the appraisal shall promptly be paid by the savings bank to the

appraiser.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also ss. DFI−SB and 3.06 and 3.09, Wis. adm. code.

214.485 Investment in loans. Subject to rules of the divi-

sion, a savings bank may lend funds under any of the following

conditions or for any of the following purposes:

(1) On the security of deposit accounts, but such a loan may

not exceed the withdrawal value of the pledged account and each

deposit account loan shall be evidenced by a note and a pledge of

the deposit account.

(2) On the security of real estate if all of the following condi-

tions exist:

(a) The value of the real estate is sufficient to provide security

for the loan.

(b) Evidence of title is established.

appropriate written instrument and the loan is evidenced by a note,

bond or similar written instrument.

(d) The mortgage loan does not exceed 40 years.

(3) For the purpose of repair, improvement, rehabilitation or

furnishing of real estate.

(4) For the purpose of financing or refinancing an existing

ownership interest in certificates of stock, certificates of benefi-

cial interest, other evidence of an ownership interest in, or a pro-

prietary lease from a corporation, limited liability company, trust,

or partnership formed for the purpose of the cooperative owner-

ship of real estate, secured by the assignment or transfer of certifi-

cates or other evidence of ownership of the borrower.

(5) Through the purchase in whole or in part of loans that, at

the time of purchase, the savings bank could make under this

chapter and its bylaws.

(6) Through the purchase of an installment contract for the

sale of real estate and title to the real estate that is subject to the

contract if the savings bank, at the time of purchase, could make

a mortgage loan of the same amount and for the same length of

time on the security of the real estate.

(7) Through loans guaranteed or insured, in whole or in part,

by the United States or any of its instrumentalities.

(8) Through secured or unsecured loans for business, corpo-

rate, commercial or agricultural purposes. Unless a greater

amount is authorized in writing by the division, the total of all

loans granted under this subsection may not exceed 20% of the

savings bank’s total assets.

SAVINGS BANKS 214.50

13 Updated 07−08 Wis. Stats. Database

Wisconsin Statutes Archive.

(9) Through secured or unsecured loans for personal, family

or household purposes if the total of all loans granted under this

subsection does not exceed 20% of the savings bank’s total assets,

unless the division grants written authorization for the savings

bank to grant loans under this subsection in a greater amount.

(10) For the purpose of mobile home or manufactured home

financing.

(11) For loans made through credit cards or credit card

accounts.

(12) Through issuance of letters of credit or other similar

arrangements as provided for by rules of the division with regard

to aggregate amounts permitted, take−out commitments for

stand−by letters of credit, underlying documentation and under-

writing, legal limitations on loans of the savings bank, control and

subsidiary records and other procedures considered to be neces-

sary by the division.

(13) For the purpose of automobile financing.

(14) For the purpose of financing educational expenses.

(15) Through revolving lines of credit on the security of a first

or junior lien on the borrower’s personal residence, or on other res-

idential real estate based primarily on the borrower’s equity, the

proceeds of which may be used for any purpose.

(16) As secured or unsecured credit to cover the payment of

checks, drafts or other funds transfer orders in excess of the avail-

able balance of an account on which they are drawn.

(17) For any other purpose authorized by rule of the division.

History: 1991 a. 221; 1993 a. 112; 1995 a. 27; 1997 a. 144; 2007 a. 11.

Cross Reference: See also ch. DFI−SB 13, Wis. adm. code.

214.49 Other investments. Subject to rules of the division,

a savings bank may invest funds in any of the following:

(1) In deposit accounts or insured obligations of any financial

institution the accounts of which are insured by a deposit insur-

ance corporation.

(2) In obligations of, or obligations that are fully guaranteed

by, the United States and in stocks or obligations of any federal

reserve bank, federal home loan bank, the student loan market

association, the government national mortgage association, the

federal national mortgage association, the federal home loan

mortgage corporation or the federal deposit insurance corpora-

tion.

(3) In bonds or other direct obligations of, or obligations guar-

anteed as to principal and interest by, this state.

(4) In bonds, notes or other evidences of indebtedness which

are a general obligation of any city, town, village, county, techni-

cal college district or school district in this state. A savings bank’s

total investments in a local governmental unit may not at any time

exceed 50% of the capital of the savings bank. A savings bank’s

total investment in temporary borrowings of a local governmental

unit maturing within one year from the date of issue may not

exceed 60% of the capital of the savings bank. Temporary bor-

rowings and longer−term general obligation borrowings of a

single local governmental unit may be considered separately in

arriving at the limitations under this subsection.

(5) With the prior written consent of the division, in the initial

purchase and development, or the purchase or commitment to pur-

chase after completion, of home sites and housing for sale or

rental, including projects for the reconstruction, rehabilitation or

rebuilding of residential properties to meet the minimum stan-

dards of health and occupancy prescribed by a local governmental

unit, the provision of accommodations for retail stores, shops and

other community services that are reasonably incident to that

housing, or in the stock of a corporation that owns one or more of

those projects and that is wholly owned by one or more financial

institutions. The total investment in any one project may not

exceed 15% of the savings bank’s capital, nor may the aggregate

investment under this subsection exceed 50% of its capital. A sav-

ings bank may not make an investment under this subsection

unless it is in compliance with the capital requirements under s.

214.43 and with the capital maintenance requirements of its

deposit insurance corporation. The division may approve the

investment only if the savings bank shows all of the following:

(a) That the savings bank has adequate assets available for the

investment.

(b) That the proposed investment does not exceed the reason-

able market value of the property or interest in the property as

determined by appraisal that meets the requirements of s. 214.48

(4) and (4m).

met, except that a savings bank may develop or build on land it

acquired under any other provision of this chapter and may com-

plete construction of buildings in accordance with any construc-

tion loan contract if the borrower fails to comply with the terms

of the contract.

(6) In stocks or obligations of a corporation organized for

business development by this state or by the United States or by

an agency of this state or the United States.

(7) In obligations of an urban renewal investment corporation

organized under the laws of this state or of the United States.

(8) In short−term commercial paper having a maturity from 2

to 270 days issued by a financial institution, corporation or other

borrower. An investment under this subsection shall be in securi-

ties rated in one of the 2 highest categories by a nationally recog-

nized rating service.

(9) In an equity interest in, an insurance company or an insur-

ance holding company organized to provide insurance for savings

banks and persons affiliated with savings banks solely to the

extent that ownership is a prerequisite to obtaining directors’ and

officers’ insurance or blanket bond insurance for the savings bank

through the company.

(9m) In shares of stock, whether purchased or otherwise

acquired, in a corporation acquiring, placing and operating remote

service units under s. 214.04 (21).

(10) In equity or debt securities or instruments of a service

corporation subsidiary of the savings bank.

(11) In advances of federal funds.

(12) With the prior written approval of the division, in finan-

cial futures transactions, financial options transactions, forward

commitments or other financial products for the purpose of reduc-

ing, hedging or otherwise managing its interest rate risk exposure.

(13) In a subsidiary organized to exercise corporate fiduciary

powers under ch. 112.

(14) In marketable investment securities, including market-

able corporate debt instruments rated in one of the 4 highest cate-

gories by a nationally recognized rating service, if the total

amount of those securities of any one issuer or obligor does not

exceed 10% of the savings bank’s capital. The aggregate amount

of investments under this subsection may not exceed 10% of the

savings bank’s total assets, unless the savings bank has received

written authorization from the division.

(15) In any other investment authorized by rule of the divi-

sion.

History: 1991 a. 221; 1993 a. 399; 1995 a. 27, 103; 1997 a. 144.

Cross Reference: See also s. DFI−SB 16.03 and chs. DFI−SB 14 and 15, Wis.

adm. code.

214.495 Lien priority; advances. (1) A mortgage taken

and recorded by a savings bank shall have priority over all liens,

except tax and special assessment liens and liens under ss. 292.31

(8) (i) and 292.81, upon the mortgaged premises and the buildings

and improvements thereon, that are filed after the recording of the

mortgage.

(2) Any additional advance made to a borrower, if the mort-

gage and mortgage note provides for additional advances, may not

exceed an amount specified in the mortgage.

History: 1991 a. 221; 1993 a. 453; 1995 a. 227; 1997 a. 27.

214.50 General loan contract provisions. A loan and an

agreement for securing the loan shall be evidenced by one or more

Updated 07−08 Wis. Stats. Database 14

214.50 SAVINGS BANKS

Wisconsin Statutes Archive.

written instruments, consistent with sound lending practices. A

savings bank shall record an instrument if it is necessary to estab-

lish priority over the claim of any 3rd party.

History: 1991 a. 221.

214.502 Nonconforming loans. Notwithstanding s. 214.48

(3), a savings bank may make loans secured by real property used

primarily for residential or farming purposes, even if those loans

do not comply with one or more of the requirements under those

provisions, if the total amount of loans made under this section

does not exceed 5% of the savings bank’s total assets.

History: 1997 a. 144.

214.505 Modification agreements. Except as provided in

a loan contract, a savings bank may enter into a written agreement

with a borrower to modify the terms of a loan that describe the

amount, time or method of the payments, the interest rate or any

other provision of the loan contract. The loan contract, security

instrument and lien priority are not affected by the modification,

even if the modification was not provided for in the loan contract,

unless the modification increases the total amount to be loaned

under the loan contract.

History: 1991 a. 221.

214.507 Customer access to credit reports. If requested

by an individual who is a customer, loan applicant or credit appli-

cant, a financial institution, as defined in s. 705.01 (3), shall pro-

vide that individual, at no additional charge, with a copy of any

written credit report which is held by the financial institution,

which relates to that individual and for which a fee is imposed.

History: 1993 a. 425.

214.509 Record search. A savings bank is entitled to reim-

bursement for expenses and costs incurred in searching for, repro-

ducing and transporting books, papers, records and other data

required to be produced by legal process, unless otherwise prohib-

ited by law from collecting these expenses and costs or unless the

person seeking the production is a government unit, as defined in

s. 108.02 (17). The expenses and costs shall be paid by persons

seeking such production. If a savings bank is entitled to reim-

bursement under this section, a savings bank may not be required

to produce books, papers, records and other data in response to

legal process unless the expenses and costs, identified in an item-

ized invoice to be provided by the savings bank, are paid or unless

payment is tendered to the savings bank in cash or by certified

check or draft.

History: 1995 a. 336.

214.51 Sale, assignment, and servicing of loans and

contracts. (1) A savings bank may sell a loan or a participating

interest in a loan with or without recourse. The division may by

rule adopt limitations on the sale of loans except loans sold to

agencies of the United States or this state or to another govern-

ment−sponsored agency if approved by the division.

(2) A savings bank may contract to service a loan or a partici-

pating interest in a loan, subject to rules of the division.

(3) A savings bank may sell and assign, with or without

recourse, any certificate of sale, defaulted loan or defaulted real

estate contract to any person eligible to purchase it.

History: 1991 a. 221; 1995 a. 27.

214.515 Purchase of real estate at forced sale. A sav-

ings bank may purchase at any sheriff’s or other judicial sale any

real estate upon which the savings bank has any mortgage, lien or

other encumbrance, or in which the savings bank has any other

interest. The savings bank may repair, insure, improve, sell, lease,

preserve, mortgage or dispose of that real estate.

History: 1991 a. 221.

Cross Reference: See also ch. DFI−SB 11, Wis. adm. code.

214.52 Purchase of real estate for office and rental

purposes. (1) A savings bank may acquire and hold real estate

on which a building exists or may be built that is suitable for the

transaction of the savings bank’s business. A savings bank may

own all or part of the stock, shares or interest in a corporation, lim-

ited liability company, association or trust engaged solely in hold-

ing all or part of that real estate. A savings bank may derive rents

from any portion of a building not required for the savings bank’s

own use.

(2) The amount invested under sub. (1) may not exceed 100%

of a savings bank’s capital.

(3) Unless prior written approval of the division is obtained,

a savings bank may not purchase, lease or acquire a site for an

office building or an interest in real estate from an officer, director,

employee, from a stockholder holding more than 10% of the stock

of the savings bank, or from any firm, corporation, entity, or fam-

ily in which an officer, director, employee or stockholder holding

more than 10% of the stock of a savings bank has a direct or indi-

rect interest.

History: 1991 a. 221; 1993 a. 112; 1995 a. 27.

214.525 Prohibited loans. A savings bank may not make a

loan to a person owning 10% or more of its stock, an affiliated per-

son, agent, or attorney of the savings bank, either individually or

as an agent or partner of another, except under rules of the division

and regulations of a deposit insurance corporation.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also s. DFI−SB 3.06, Wis. adm. code.

214.53 Effect of unauthorized investments. (1) If a sav-

ings bank makes a loan or other investment that is not authorized

under this subchapter, it shall be due and payable according to its

terms and the obligation of the loan is not impaired.

(2) A director or officer of a savings bank may not knowingly

participate in or assent to, or knowingly permit an officer,

employee or agent of the savings bank to make, an investment that

is not authorized by this subchapter.

(3) The division may require a director or officer of a savings

bank who knowingly participates in or assents to, or who know-

ingly permits an officer, employee or agent of the savings bank to

make, an investment that is not authorized by this subchapter to

obtain an indemnity bond, insurance, or collateral sufficient to

indemnify the savings bank against damages that the savings bank

may sustain as a result of the investment. If an unauthorized

investment, the amount considered sufficient to indemnify the

savings bank shall be the difference between the book value and

the market value of the investment at the time the division deter-

mines that the investment is unauthorized. If an unauthorized

loan, the amount considered sufficient to indemnify the savings

bank shall be the difference between the book value of the loan

and the amount of the loan that could have been made under this

subchapter. If an unauthorized investment is sold or disposed of

without recourse, the division shall release all or part of the indem-

nity after deducting any loss. If the balance of an unauthorized

loan is reduced to an amount that would permit the loan to be made

under this subchapter, the indemnity shall be released. In making

a determination under this subsection, the division may order an

independent appraisal at the savings bank’s expense.

History: 1991 a. 221; 1995 a. 27.

214.54 Loans to one borrower. (1) Except as provided in

sub. (2) and s. 214.49 (4), the total of outstanding loans and exten-

sions of credit, both direct and indirect, made by a savings bank

to a single person shall be subject to limits established by rule of

the division, but may not exceed 15% of the savings bank’s capi-

tal.(2) Total outstanding loans and extensions of credit, both

direct and indirect, made by a savings bank to a single person may

exceed the 15% limit under sub. (1), but may not exceed 25% of

the savings bank’s capital, if all loans or extensions of credit that

exceed the 15% limit are at least 100% secured by readily market-

able collateral having a market value that may be determined by

reliable and continuously available price quotations.

SAVINGS BANKS 214.62

15 Updated 07−08 Wis. Stats. Database

Wisconsin Statutes Archive.

(3) Notwithstanding subs. (1) and (2), a savings bank may

make loans to one borrower under any of the following circum-

stances:

(a) For any purpose if the total amount loaned does not exceed

$500,000.

(b) To develop domestic residential housing units if the total

amount loaned does not exceed the lesser of $30,000,000 or 30%

of the savings bank’s capital and if all of the following conditions

are met:

1. The purchase price of each single−family dwelling unit in

a development financed under this paragraph does not exceed

$500,000.

2. The savings bank is in compliance with the capital require-

ments under s. 214.43.

3. Loans made under this paragraph to all borrowers do not,

in aggregate, exceed 150% of the savings bank’s capital.

4. Loans under this paragraph comply with all applicable

loan−to−value requirements.

(4) A savings bank’s loans to one borrower to finance the sale

of real property acquired in satisfaction of debts may not exceed

50% of the savings bank’s capital.

(5) A loan or extension of credit granted to one person, the

proceeds of which are used for the direct benefit of a 2nd person,

shall be considered to be a loan or extension of credit to the 2nd

person as well as the first person.

(6) The total liabilities of a partnership, pool, syndicate or

joint venture shall include the liabilities of the members of the

entity.

(7) For a loan authorized under sub. (2), a savings bank shall

institute procedures to ensure that collateral fully secures an out-

standing loan or extension of credit at all times.

(8) If collateral values fall below 100% of an outstanding bal-

ance of a loan or extension of credit to the extent that the loan or

extension of credit does not comply with subs. (1) and (2), the sav-

ings bank shall bring the loan into conformance within 15 busi-

ness days unless a judicial proceeding or other extraordinary

occurrence prevents the savings bank from taking action.

(9) This section does not apply to loans or extensions of credit

to the United States or its agencies or to this state or its agencies.

History: 1991 a. 221; 1995 a. 27.

214.545 Rules. The division shall promulgate rules to deter-

mine permissible levels of investment and permissible concentra-

tions of assets for savings banks that apply to all lending and

investment authority under this subchapter. The rules shall give

due regard to capital adequacy, operating income, underwriting

standards, risk inherent in the investment or loan, and competitive

parity with other financial institutions.

History: 1991 a. 221; 1995 a. 27.

SUBCHAPTER VIII

DEPOSIT ACCOUNTS

214.57 Deposit accounts. A savings bank may establish

deposit accounts. Deposit accounts shall be payable without

notice, unless the contract of deposit provides otherwise.

History: 1991 a. 221.

214.575 Deposit accounts subject to liens. (1) A

deposit account shall be subject to a lien for the payment of

charges that may accrue on the account under this chapter.

(2) A deposit account shall be subject to a debt offset for the

debts of the deposit account holder to the savings bank.

(3) Deposit accounts may not be assessed for any debts or

losses of the savings bank.

History: 1991 a. 221.

214.58 Payment of interest. (1) The board of directors

shall determine the rate and amount of interest to be paid on or

credited to deposit accounts. The board of directors may establish

reasonable classifications of accounts based on the types of

accounts, the length of time accounts are continued in effect, the

size of initial deposits into accounts, the minimum balances of

accounts required for payment of interest, the frequency and

extent of the activity on accounts, or on other classifications the

division may approve.

(2) The board of directors shall determine by resolution the

method of calculating the amount of interest on deposit accounts

and the date on which interest is to be paid or credited.

History: 1991 a. 221; 1995 a. 27.

214.585 Holders of deposit accounts. Deposit accounts

may be held as follows:

(1) By an individual in his or her own right, regardless of age,

or by 2 or more individuals.

(2) By a fiduciary if authorized by law.

(3) By a government or governmental instrumentality if

authorized by law.

(4) By a corporation or other person.

(5) In any other form receiving the prior written approval of

the division.

History: 1991 a. 221; 1995 a. 27.

214.59 Prohibited activities. (1) A savings bank may not

participate, directly or indirectly, in the sale or transfer of any

equity or debt security or instrument of an affiliate, its parent sav-

ings bank holding company or an affiliate of the savings bank

holding company.

(2) A shareholder, director, officer, employee or agent of the

savings bank may not participate, directly or indirectly, in any sale

or transfer described in sub. (1), nor may that person allow any

other person to do so at an office of the savings bank or any office

of the savings bank’s subsidiaries or service corporations.

History: 1991 a. 221.

214.592 Financially related services tie−ins. In any

transaction conducted by a savings bank, a savings bank holding

company, or a subsidiary of either with a customer who is also a

customer of any other subsidiary of any of them, the customer

shall be given a notice in 12−point boldface type in substantially

the following form:

NOTICE OF RELATIONSHIP

This company, .... (insert name and address of savings bank,

savings bank holding company, or subsidiary), is related to ....

(insert name and address of savings bank, savings bank holding

company, or subsidiary) of which you are also a customer. You

may not be compelled to buy any product or service from either

of the above companies or any other related company in order to

participate in this transaction.

If you feel that you have been compelled to buy any product or

service from either of the above companies or any other related

company in order to participate in this transaction, you should

contact the management of either of the above companies at either

of the above addresses or the division of banking at .... (insert

address).

History: 1991 a. 221; 1995 a. 27; 1999 a. 9; 2003 a. 33.

SUBCHAPTER IX

VOLUNTARY CORPORATE CHANGES

214.62 Merger; adoption of plan. (1) A financial institu-

tion may merge with a savings bank. The board of directors of the

merging financial institution and of the savings bank, by resolu-

tion adopted by a vote of at least two−thirds of the members of

each board, shall approve the plan of merger.

(2) The plan of merger shall include all of the following:

Updated 07−08 Wis. Stats. Database 16

214.62 SAVINGS BANKS

Wisconsin Statutes Archive.

(a) The name of each merging financial institution, the name

of the resulting financial institution, the location of the resulting

home office and the location of other resulting offices.

(b) With respect to the resulting financial institution, the

amount of capital, surplus, and reserve for operating expenses; the

classes and the number of shares of stock, if a stock financial insti-

tution; the articles of incorporation and bylaws of the resulting

financial institution; and a detailed financial statement showing

the assets and liabilities after the proposed merger.

including the manner of converting shares of each merging finan-

cial institution into cash, shares of stock or other securities or

properties to be received by the stockholders of each merging

stock financial institution.

(d) Provisions governing the manner of disposing of any

shares of stock of the resulting financial institution that are not

taken by dissenting stockholders of a merging financial institu-

tion.

(e) Other provisions necessary or desirable or that the division

requires.

(3) After approval by the board of directors of each merging

financial institution, the merger agreement shall be submitted to

the division for approval, together with a certified copy of the

authorizing resolution of each board of directors. Before issuing

approval, the division may examine the affairs of each merging

financial institution and its affiliates and subsidiaries, the expense

of which is to be paid by the merging financial institution.

(4) The division may approve or disapprove the proposed

merger agreement. The division may not approve a merger agree-

ment unless the division finds all of the following:

(a) The resulting savings bank, if any, meets the requirements

of this chapter for the formation of a new savings bank.

(b) The merger agreement is fair to all persons affected.

and sound manner.

(5) If the division fails to approve a proposed merger, the divi-

sion shall state the objections in writing and give the merging

financial institutions a stated period of time in which to amend the

plan of merger.

History: 1991 a. 221; 1995 a. 27, 103.

214.625 Merger; stockholder vote of approval. If

approved by the division, the plan of merger shall be submitted to

the stockholders of each merging stock financial institution for

approval. A meeting of the stockholders of a savings bank shall

be called and held in accordance with ss. 214.305 and 214.31. The

plan is approved if it receives the affirmative vote of the majority

of the total votes entitled to be cast by stockholders.

History: 1991 a. 221; 1995 a. 27, 103.

214.63 Merger; certificate. The executed merger agree-

ment, together, in the case of a stock financial institution, with a

certified copy of the minutes of the meeting of stockholders of

each merging stock financial institution approving the merger

agreement, shall be filed with the division. The division shall

issue to the resulting savings bank a certificate of merger, setting

forth the name of each merging financial institution, the name of

the resulting savings bank and the date on which the division

approves the articles of incorporation and bylaws of the resulting

savings bank. The merger takes effect on the date of the recording

of the certificate or a later date if the certificate provides for a dif-

ferent date. Recording shall be completed in the same manner as

required for savings bank articles of incorporation, in each county

in which the home office of any of the merging financial institu-

tions was located and in the county in which the home office of the

resulting savings bank is located. The certificate shall be conclu-

sive evidence of the merger and of the correctness of the merger

proceedings except against this state.

History: 1991 a. 221; 1995 a. 27, 103.

214.635 Effect of merger. The resulting savings bank shall

be considered the same business and corporate entity as each

merging financial institution, with all the property, rights, duties

and obligations of each merging institution, except as otherwise

provided by the articles of incorporation of the resulting savings

bank. All liabilities of each of the merging institutions shall be lia-

bilities of the resulting savings bank. All of the rights, franchises

and interests of each of the merging institutions in and to every

kind of property shall vest automatically in the resulting savings

bank. A reference to any of the merging institutions in any writ-

ing, whether executed or effective before or after the merger, shall

be considered to be a reference to the resulting savings bank if not

inconsistent with other provisions of the writing. A pending

action or other judicial proceeding to which a merging institution

is a party may not be abated or dismissed because of the merger,

but may be continued in the same manner as if the merger had not

occurred.

History: 1991 a. 221.

214.64 Merger; expenses. The merging financial institu-

tions shall pay the expenses of any examination made by or at the

direction of the division in connection with a proposed merger.

History: 1991 a. 221; 1995 a. 27.

214.645 Sale of assets. Subject to rules of the division, a

savings bank may, in a transaction not in the usual course of busi-

ness, sell all or substantially all of its assets, with or without its

name and goodwill, to another financial institution, in consider-

ation of money, capital or obligations of the purchasing institu-

tion. A savings bank may sell an office or facility and equipment

subject to rules of the division.

History: 1991 a. 221; 1995 a. 27.

214.65 Procedure to effect sale of all assets. (1) The

procedure in this section applies to a sale authorized under s.

214.645 or 214.67.

(2) (a) The board of directors shall adopt by a two−thirds

majority vote of all directors a resolution setting forth the terms

of the proposed sale and shall submit the plan to the division for

preliminary approval. Upon receipt of approval by the division,

a stock savings bank shall submit the plan to a vote of the stock-

holders at a special or annual meeting.

(b) The proposed sale is approved by the stockholders if it

receives an affirmative vote from a majority of the total number

of votes that are entitled to be cast. A proposal for the voluntary

liquidation of the savings bank may be submitted to the stockhold-

ers at the same meeting or at any later meeting called for that pur-

pose. A certified summary of proceedings setting forth the terms

of the proposed sale, the form and timing of the notice given, the

vote on the proposal and the total number of votes entitled to be

cast shall be filed with the division.

(3) If the division finds that the deposit insurance corporation

has approved the sale, the proposed sale is fair to all members,

stockholders, creditors and other persons concerned and provi-

sion has been made for the disposition of the remaining assets, if

any, of the savings bank, the division shall issue to the savings

bank a certificate of authorization for the sale with a copy of the

filed report of proceedings attached to the certificate.

(4) After the savings bank records the certificate of authoriza-

tion in the same manner as the savings bank’s articles of incorpo-

ration, the savings bank may complete the sale.

(5) If the sale includes the name of the savings bank, the pur-

chaser shall have the exclusive right to that name for 5 years.

History: 1991 a. 221; 1995 a. 27, 103; 1997 a. 35.

214.655 Authority to form interim institution. (1) A

savings bank may form an interim institution to effect a corporate

restructuring, a voluntary corporate change or other transforma-

tion that does not in reality create an additional new financial insti-

tution, but that moves insured deposits from one financial institu-

tion to another pursuant to a change in control, change in method

SAVINGS BANKS 214.68

17 Updated 07−08 Wis. Stats. Database

Wisconsin Statutes Archive.

of ownership, merger or other organizational change that results

in no new insurable deposits. The interim institution may become

or receive the continuing or surviving financial institution or may

be a conduit through which an existing financial institution’s

assets, liabilities, fixtures, personnel, rights and property are

passed to effect a corporate change. In connection with formation

of an interim institution, an existing savings bank may amend its

articles of incorporation and bylaws to remove any depository

function and to remove any deposits that would require insurance

of accounts by a deposit insurance corporation.

(2) A savings bank shall apply to the division for authority to

form an interim institution. The application shall be made on

forms prescribed by the division and shall be accompanied by a

nonrefundable $1,000 fee. The division shall promulgate rules

governing the formation of, and the standards and supervisory

considerations to be applied to, interim institutions. An applica-

tion shall contain all of the following:

(a) The name and address of the savings bank.

(b) A copy of all filings required by other regulatory authori-

ties.

accountant describing and analyzing the method to effect the

transaction.

(d) A 5−year plan for the resulting financial institution and for

any corporate remnant of the original savings bank regarding the

disposition, acquisition or expansion of assets; capital enhance-

ment; disposition of earnings and profits; and geographic or other

expansion or contraction.

(e) The purpose of the resulting financial institution.

(f) Whether deposit accounts will be expanded to require

increased insurance of accounts together with copies of the appro-

priate filings.

(g) Ownership structure including any contemplated sales of

stock of subsidiaries, affiliates or savings bank holding com-

panies, as well as of the resulting financial institution.

(h) Articles of incorporation and bylaws of the original savings

bank, interim institution and resulting financial institution.

History: 1991 a. 221; 1995 a. 27.

214.66 Conversion of an existing institution to a sav-

ings bank. A savings and loan association organized under ch.

215, a federal savings and loan association with its home office in

this state or a federal savings bank with its home office in this state

may become a savings bank by doing all of the following:

(1) Applying to the division for authority to organize as a sav-

ings bank.

(2) Obtaining insurance of accounts from a deposit insurance

corporation.

(3) Making any necessary application to its regulatory author-

ity and paying all outstanding supervisory fees, examination fees,

membership fees, other fees, penalties and assessments.

(5) Obtaining the division’s approval to convert to a savings

bank.

(6) Recording the savings bank’s articles of incorporation in

the county in which its home office is located.

(7) After obtaining the division’s approval, giving notice to its

previous regulatory authority.

History: 1991 a. 221; 1995 a. 27.

214.665 Emergency merger. (1) With the prior approval

of the division, which shall state that the proposed merger is neces-

sary for the protection of depositors and other creditors, a savings

bank that is in default or in danger of default may, by a majority

vote of its board of directors and without a stockholder vote,

merge with another savings bank, a state or federal savings and

loan association, a state bank or a federal bank. The other entity

shall be the resulting or continuing savings bank, savings and loan

association or bank.

(2) The division shall by rule establish standards for determin-

ing if a savings bank is in default or in danger of default.

History: 1991 a. 221; 1995 a. 27, 103.

214.67 Emergency sale of assets. (1) With the prior

approval of the division, which shall state that the proposed sale

is necessary for the protection of depositors and other creditors,

a savings bank may, by a majority vote of its board of directors

and, notwithstanding s. 214.65 (1), without a stockholder vote,

sell all or any part of its assets to another savings bank, a state or

federal savings and loan association, a state bank or a national

bank if the savings bank, savings and loan association or bank

assumes in writing all of the liabilities of the selling savings bank

or to a deposit insurance corporation.

(2) A savings bank may sell to a savings bank, state or federal

savings and loan association, state bank or federal bank an insub-

stantial portion of its total deposits as described in 12 USC 1815

5 (d) (2) (D). Approval of the sale shall be by a majority vote of

the board of directors and, with approval of the division and not-

withstanding s. 214.65 (1), may be without a stockholder vote.

History: 1991 a. 221; 1995 a. 27, 103.

214.675 Acquisition of control. (1) A person, whether act-

ing directly or indirectly, alone or with one or more persons, shall

give the division 60 days’ written notice of intent to acquire con-

trol of 10% or more of a savings bank, affiliate, savings bank sub-

sidiary, savings bank holding company or service corporation.

(2) A person, whether acting directly or indirectly, alone or

with one or more persons, shall apply to the division 60 days

before any proposed change in control. A change in control

occurs if any change of ownership of stock, or of rights related to

stock, would result in a person, whether acting directly or indi-

rectly, alone or with one or more persons, owning, directly or indi-

rectly, 25% or more of the voting shares or rights in a savings bank,

affiliate, savings bank subsidiary, savings bank holding company

or service corporation or such lesser amount that would entitle the

person to elect one member to the board of directors of the entity.

(3) The division may examine the books and records of a per-

son filing notice of intent under sub. (1) or an application under

sub. (2).

(4) The division’s decision on a filing under sub. (1) or (2)

shall be issued within 30 days after the date of receipt of a com-

plete initial application or the date of receipt of additional infor-

mation requested by the division that is necessary for making the

decision. The division shall make a request for additional infor-

mation within 30 days of the date of the division’s receipt of an ini-

tial filing.

(5) The division shall promulgate rules to implement this sec-

tion.

History: 1991 a. 221; 1995 a. 27.

214.68 Jurisdictional conversion. (1) A federal savings

bank or federal savings and loan association may convert itself

into a savings bank, and a savings bank may convert itself into a

federal savings bank, by following the procedures under pars. (a)

to (e).

(a) A meeting of the members or stockholders shall be held

after not less than 10 days’ written notice to each member or stock-

holder, served either personally or by mail to the last−known post−

office address. The notice shall state the date, time, place and pur-

pose of the meeting.

(b) At the meeting the members or stockholders may, by

affirmative vote of not less than two−thirds of the eligible votes,

resolve to convert the savings bank into a federal savings bank, or

if a federal institution, into a savings bank. A verified copy of the

minutes of the meeting shall be filed with the division within 10

days after the date of the meeting.

tary shall, within 30 days after the date of the meeting serve notice

Updated 07−08 Wis. Stats. Database 18

214.68 SAVINGS BANKS

Wisconsin Statutes Archive.

on all members or stockholders, either personally or by mail to the

last−known post−office address.

(d) Within 6 months after the date of the meeting to convert,

the savings bank shall take all steps necessary to complete the con-

version. Within 10 days after receipt of federal authorization, the

savings bank shall file with the division a copy of its federal autho-

rization. Upon filing, the savings bank shall cease to be a savings

bank and shall be a federal savings bank.

(e) Within 6 months after the date of the federal institution’s

meeting to convert, the division shall examine the federal institu-

tion and shall determine the action necessary to qualify the federal

institution to convert to a savings bank. Upon complying with the

necessary requirements, the division shall approve the conver-

sion.

(2) Upon conversion, the corporate existence of the convert-

ing institution shall not terminate and the resulting institution shall

be a continuance of the converting institution. All of the property

and rights of the converted institution shall vest in the resulting

institution as of the time of conversion and all of its obligations

become those of the resulting institution. Actions and other judi-

cial proceedings to which the converting institution is a party may

be prosecuted and defended as if conversion had not taken place.

(3) Before any conversion under this section is effective, the

division shall issue a certificate of conversion.

History: 1991 a. 221; 1995 a. 27.

214.685 Organizational conversion of mutual savings

bank to stock savings bank. (1) A mutual savings bank may

convert to a stock savings bank under this section. The board of

directors of the mutual savings bank shall adopt a plan of conver-

sion that complies with this section and the rules of the division.

The plan of conversion is subject to the approval of the division.

(2) Conversion of a mutual savings bank shall be effective

only if it is accomplished according to a plan of conversion

approved by the division under sub. (1) and if the plan is approved

by an affirmative vote of the majority of all votes entitled to be cast

by members. Notice of a meeting to vote on the plan of conversion

shall be sent to each member at least 10 days before the meeting.

The notice shall state the date, time, place and purpose of the meet-

ing, provide a summary of the plan of conversion and include any

other information the division requires.

(3) Within 10 days after the date of a meeting at which a plan

of conversion is adopted, the board of directors shall submit to the

division all of the following:

(a) A certified copy of the minutes of the meeting at which the

plan is adopted.

(b) Any additional information pertaining to the plan of con-

version that the division may require.

(4) The division may approve a plan of conversion if the divi-

sion finds that the plan meets all of the following conditions:

(a) Is fair and equitable to all depositors in the converting

mutual savings bank.

(b) Protects the interest of depositors of the resulting stock sav-

ings bank.

mulgate by rule.

(d) Does not permit members of the board of directors to

acquire stock in the converting savings bank under terms that are

different from the terms offered to depositors, except that a direc-

tor who is an employee may participate in any tax qualified retire-

ment plan acquiring stock in the converting savings bank.

(5) The division may issue to a mutual savings bank a certifi-

cate of conversion to a stock savings bank, if the division deter-

mines the plan of conversion has been implemented as approved

and the savings bank has complied with this section and any con-

ditions to the approval. The date specified in the certificate is the

effective date of the conversion. The certificate shall be recorded

with the register of deeds in the county in which the home office

of the savings bank is located.

(6) Unless the plan of conversion provides otherwise, the

directors of the converted mutual savings bank shall continue to

serve as directors of the stock savings bank for the duration of the

term to which they were elected.

(7) Upon conversion of a mutual savings bank, the legal exis-

tence of the stock savings bank shall be a continuation of the

mutual savings bank, and all property and every right, privilege,

interest and asset of the mutual savings bank vests in the stock sav-

ings bank. The stock savings bank shall have, hold and enjoy the

same in its own right to the same extent as the mutual savings

bank. The resulting stock savings bank shall succeed to all the

obligations and relations of the mutual savings bank. A pending

action or judicial proceeding to which the mutual savings bank is

a party may not be abated or discontinued because of the conver-

sion. An action or proceeding may be prosecuted to final judg-

ment, order or decree in the same manner as if the conversion had

not been made and the resulting stock savings bank may continue

the action in its corporate name. Any judgment, order or decree

may be rendered for or against the stock savings bank which might

have been rendered for or against the mutual savings bank. Each

owner of a deposit account in the mutual savings bank continues

ownership of the account in the stock savings bank under the same

terms applicable to the account before conversion.

(8) The division shall issue rules governing the conversion of

mutual savings banks, including:

(a) Procedural rules.

(b) The fixing of a record date for determining member voting

rights.

of incorporation.

(d) Voting rights.

(e) The composition, qualification and experience of principal

officers and directors.

(f) Voting trust agreements.

(g) Employment contracts.

(h) The disposition, if any, of retained earnings.

(i) The distribution, issuance, sale and subscription of capital

stock and additional paid−in capital.

(j) Any other requirements for converting a mutual savings

bank to a stock savings bank that the division considers to be nec-

essary.

History: 1991 a. 221; 1995 a. 27, 103.

Cross Reference: See also ch. DFI−SB 21, Wis. adm. code.

SUBCHAPTER X

SUPERVISION

214.715 Powers of the division. (1) The division shall do

all of the following:

(a) Supervise and control savings banks and savings bank

holding companies.

(b) Employ persons necessary to administer this chapter.

any related chapter.

(d) Promulgate rules.

(e) Submit an annual report to the governor and the legislature

regarding the work of the division under this chapter.

(f) Commence an action to enforce any law of this state that

applies to savings banks, service corporations, savings bank sub-

sidiaries, affiliates or savings bank holding companies, including

the enforcement of any obligation of the officers, directors, agents

or employees of these entities.

(g) Prescribe a uniform manner for maintaining the books and

records of a savings bank.

(h) Establish a reasonable fee structure, subject to approval of

the review board, for savings banks and savings bank holding

companies and for their service corporations and subsidiaries.

SAVINGS BANKS 214.735

19 Updated 07−08 Wis. Stats. Database

Wisconsin Statutes Archive.

The fees may include annual fees, application fees, regular and

special examination fees and other fees that relate to the division’s

responsibilities under this chapter and that are directly attributable

to the entities operating under this chapter. The division may

assess, bill and collect fees established under this paragraph. The

amounts collected by the division shall be used for the expenses

of the division.

(2) Employees of the division may not be subject to any civil

liability or penalty, or to any criminal prosecution, for any error

in judgment or discretion made in good faith and upon reasonable

grounds in any action taken or omitted by the employee in an offi-

cial capacity.

(3) If it appears to the division that a savings bank is conduct-

ing its business in violation of this chapter, the division may report

the facts to the department of justice which may bring an action

to revoke the certificate of incorporation of the savings bank.

(4) A savings bank that intends to move its home office or a

branch office shall make an application to the division. In approv-

ing or denying the application for relocation, the division shall

determine the need for relocation and determine whether undue

harm or injury would be caused to any savings bank doing busi-

ness in the area or vicinity of the proposed relocation.

History: 1991 a. 221; 1995 a. 27; 1997 a. 144.

Cross Reference: See also DFI−SB, Wis. adm. code.

214.72 Prohibited business relationships. (1) In this

section:

(a) “Business relationship” means a financial interaction with

a savings bank, including obtaining and renegotiating a loan;

maintaining a deposit account or escrow account; obtaining and

using a credit card; being a trustee or beneficiary of an estate or

trust held by the savings bank; and renting a safe deposit box.

(am) “Department” means the department of financial institu-

tions.

(b) “Financial regulator” means the department secretary and

deputy secretary, and an administrator, a supervisor of data pro-

cessing, legal counsel and a financial institution examiner

employed by the department and includes any member of a finan-

cial regulator’s immediate family, as defined in s. 19.42 (7).

(2) (a) A financial regulator may not request, accept or enter

into a business relationship with a savings bank unless the busi-

ness relationship is in the savings bank’s ordinary course of busi-

ness, is negotiated at arms’ length and the terms are no more favor-

able than those available to members of the general public in like

circumstances.

(b) A financial regulator may not be an officer, director,

employee or agent of a savings bank.

securities in a savings bank or a savings bank holding company.

A financial regulator shall transfer equity securities which he or

she owns within 90 days after commencement of employment as

a financial regulator or within 90 days after acquiring ownership

by inheritance or gift.

(d) Notwithstanding par. (a), a financial regulator may not

obtain a new loan from or renegotiate, refinance, renew, extend or

modify an existing loan with a savings bank. A financial regulator

may exercise contract rights under an existing variable rate, esca-

lator or balloon−type mortgage. A financial regulator is not

required to terminate a loan existing at the time he or she becomes

a financial regulator.

(3) Within 30 days after commencing employment as a finan-

cial regulator and at least once each year, each financial regulator,

for himself or herself and covering his or her immediate family,

shall complete a written, sworn report disclosing the nature of all

business relationships with savings banks on forms prescribed by

the department. Each report shall be reviewed by the department,

except that the secretary’s and deputy secretary’s report shall be

reviewed by the review board. The reviewers shall determine if

any business relationship is or appears improper and, if so, may

direct the termination of that business relationship within a rea-

sonable, prescribed time period.

History: 1991 a. 221; 1995 a. 27.

214.725 Examination. (1) (a) Except as provided in par.

(b), at least once every 18 months and more often if necessary, the

division shall examine the books, records, operations and affairs

of a savings bank. In the course of the examination, the division

may also examine in the same manner any entity, company or indi-

vidual that the division determines may have a relationship with

the savings bank or a savings bank holding company, savings

bank subsidiary, service corporation or affiliate of the savings

bank, if the relationship may adversely affect the affairs, activities

and safety and soundness of the savings bank.

(b) In lieu of any examination required under par. (a), the divi-

sion may accept any examination that may have been made of any

savings bank within a reasonable period by the federal deposit

insurance corporation, any federal agency with primary responsi-

bility for supervising savings banks chartered under the laws of

the United States, or any agency of another state with primary

responsibility for supervising savings banks chartered under the

laws of that state.

(2) The division shall consider it to be necessary to conduct an

examination more often than every 18 months if a required report

from a savings bank indicates a material change in financial con-

dition or a material violation of a state or federal law, of a federal

regulation or of a rule of the division. If that condition is grounds

for taking custody of the savings bank under s. 214.76, the

examination shall be initiated within 10 business days.

(3) An examination shall include a review of all of the follow-

ing:

(a) Quality of financial condition, including safety and sound-

ness and investment and loan quality.

(b) Compliance with this chapter and other applicable state

laws and rules and federal laws and regulations.

(d) Overall safety and soundness of the savings bank, its parent

savings bank holding company, savings bank subsidiaries, service

corporations and affiliates.

(e) Remedial actions required to correct and to restore com-

pliance with applicable statutes, regulations, rules and orders.

(f) Any other matter the division considers to be appropriate.

(4) If a savings bank, its savings bank holding company or any

of its savings bank subsidiaries or service corporations has not

been audited at least once in the 12 months before the examination

date under sub. (1) (a), notwithstanding sub. (1) (b), the division

shall order an audit of the entity’s books and records to be made

by an independent certified public accountant, selected by the

division, who has experience in financial institution audits. The

cost of the audit shall be paid for by the entity being audited.

(5) Employees of the division or other designated agents may

administer oaths and examine and take and preserve testimony

under oath as to anything in the affairs or ownership of the savings

bank or the entity examined.

(6) An examination report under s. 214.735 or a report based

upon an examination accepted under sub. (1) (b), may contain

directives to correct violations or to perform acts to ensure the

safety and soundness of the savings bank or the entity examined.

(7) If a savings bank fails to submit to an examination, the

division shall report that failure to the attorney general, who shall

institute proceedings to revoke its certificate of incorporation.

History: 1991 a. 221; 1995 a. 27; 2003 a. 263.

214.735 Examination report. Upon completion of an

examination, the division shall provide an examination report to

the board of directors of the savings bank or other entity

examined. Each director shall read the report and shall sign an

Updated 07−08 Wis. Stats. Database 20

214.735 SAVINGS BANKS

Wisconsin Statutes Archive.

affidavit affirming that the director has read and understands the

report. The affidavits shall be retained by the savings bank or

entity examined and may be examined by the division.

History: 1991 a. 221; 1995 a. 27.

214.74 Orders of the division. (1) If the affairs of the sav-

ings bank, savings bank subsidiary, service corporation or affiliate

or savings bank holding company are not being conducted in

accordance with this chapter, the division may require the direc-

tors, officers and employees to take necessary corrective action.

If the necessary corrective action is not taken, the division may

issue an order to the directors of the entity, to be served personally

or by certified mail, specifying a date for the performance of the

corrective action.

(2) If the order contains a finding that the business of the sav-

ings bank or savings bank holding company is being conducted in

a fraudulent, illegal, unsafe or unsound manner or that the viola-

tion or the continuance of the practice to be corrected may cause

insolvency, substantial dissipation of assets or earnings or the

impairment of capital, the savings bank or savings bank holding

company shall comply with the order immediately, unless the

order is modified or withdrawn by the division or modified or ter-

minated by a court. Notwithstanding sub. (3), the division may

apply to the circuit court in the county in which the home office

of the savings bank or savings bank holding company is located

for enforcement of an order.

(3) If a hearing before the review board has not been requested

within 20 days after service of an order, the division may, at any

time within 90 days after the date specified in the order for an

action to be taken or discontinued, commence an action in the cir-

cuit court of the county in which the home office of the savings

bank or savings bank holding company is located to compel the

directors, officers or employees to take required corrective action.

If a hearing is requested pursuant to s. 214.78, the division may

institute suit within 90 days after a determination by the review

board.

(4) This section is in addition to the enforcement authority of

the division under subch. XII.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also ss. DFI−SB 2.03 and 2.04, Wis. adm. code.

214.745 Division’s notice to members or stockhold-

ers. The division may prepare a statement of the condition of the

savings bank, affiliate, savings bank subsidiary, service corpora-

tion or savings bank holding company and may mail the statement

to the members or stockholders or may publish the statement as

a class 1 notice under ch. 985. The expense of a mailing or publi-

cation shall be paid by the savings bank, affiliate, savings bank

subsidiary, service corporation or savings bank holding company.

History: 1991 a. 221; 1995 a. 27.

214.75 Record keeping and retention. (1) A savings

bank shall maintain books and records, as required by the division,

in accordance with generally accepted accounting principles and

the requirements of its deposit insurance corporation. All books

and records shall be current, complete, organized and accessible

to the division’s agents and examiners and to the savings bank’s

auditors and accountants.

(2) A savings bank employing an outside data processing ser-

vice shall inform the division at the initiation, renewal or changing

of a contract for data processing services with an outside data pro-

cessing service. The contract shall be submitted to the division at

least 60 days before its implementation. The contract shall pro-

vide that the records maintained shall at all times be available for

examination and audit by the division. A savings bank shall

implement internal control and security measures for its data pro-

cessing activities.

(3) The division may examine any data processing center that

provides data processing or related services to a savings bank as

often as the division examines the savings bank it serves.

(4) The division shall by rule prescribe periods of time for

which savings banks must retain records and after the expiration

of which, the savings bank may destroy those records. Liability

may not accrue against the savings bank, the division or this state

for destruction of records according to rules of the division pro-

mulgated under this subsection. In an action in which records of

the savings bank may be called in question or demanded, a show-

ing of the expiration of the retention period shall be sufficient

excuse for failure to produce the records.

(5) (a) A savings bank may cause records kept by the savings

bank to be recorded, copied or reproduced by any photostatic,

photographic or miniature photographic process or by optical

imaging if the process employed correctly, accurately and perma-

nently copies, reproduces or forms a medium for copying, repro-

ducing or recording the original record on a film or other durable

material. A savings bank may thereafter dispose of the original

record after obtaining the written consent of the division. This

subsection, except that part requiring written consent of the divi-

sion, is applicable to federal savings banks if it does not contra-

vene federal law.

(b) Any photographic, photostatic or miniature photographic

copy or reproduction or copy reproduced from a film record or any

copy of a record generated by optical disk storage of a savings

bank record shall be considered to be an original record for all pur-

poses and shall be treated as an original record in all courts or

administrative agencies for the purpose of its admissibility in evi-

dence. A facsimile, exemplification or certified copy of a photo-

graphic copy or reproduction, copy reproduced from a film record

or copy generated from optical disk storage of a record shall, for

all purposes, be considered to be a facsimile, exemplification or

certified copy of the original record.

History: 1991 a. 221, 280; 1995 a. 27.

Cross Reference: See also ch. DFI−SB 6, Wis. adm. code.

214.755 Disclosure of examination reports and other

records. (1) Employees of the division and members of the

review board may not disclose information gathered by examina-

tion of or obtained through reports from a savings bank or from

a state or federal financial institution regulatory authority except

to any of the following:

(a) Directors, officers or employees of the savings bank if

required to administer this chapter.

(b) A state or federal financial institution regulatory authority

if the regulatory authority agrees to keep the information confi-

dential.

use in investigating or prosecuting a crime involving that informa-

tion.

(d) The savings bank’s independent certified public account-

ants.

(e) The savings bank’s deposit insurance corporation.

(1m) The officers or employees of a savings bank may not dis-

close the contents of an examination report except to any of the

following:

(a) A court, or law enforcement or prosecutorial agencies for

use in investigating or prosecuting a crime involving the contents

of the report.

(b) The savings bank’s attorneys, independent certified public

accountants or other professional advisers.

(2) An individual who violates sub. (1) or (1m) shall forfeit his

or her office or position.

History: 1991 a. 221; 1995 a. 27, 103.

214.76 Annual audit. (1) At least once in each year and not

more than 12 months after its last audit, a savings bank shall cause

its books, records and accounts to be audited by an independent

certified public accountant not connected with the savings bank.

The certified public accountant shall conduct the audit to produce

SAVINGS BANKS 214.772

21 Updated 07−08 Wis. Stats. Database

Wisconsin Statutes Archive.

a certified financial statement. The division may require addi-

tional information to be included in an audit report.

(2) The certified public accountant shall deliver the audit

report to a committee composed of 3 or more members of the

board of directors, none of whom may be an officer, employee or

agent of the savings bank. The committee shall present the nature,

extent and conclusions of the report at the next meeting of the

board of directors. A written summary of the committee’s presen-

tation, together with a copy of the audit report and a list of all criti-

cisms made by the certified public accountant conducting the

audit and any response of any member of the board of directors or

any officer of the savings bank, shall be personally served or sent

by certified mail to all members of the board of directors.

(3) A copy of the audit report, including a balance sheet of the

savings bank on the date of the audit and a statement of income

and expenses of the savings bank during the year ending with the

date of the audit and the written summary prepared for the board

of directors shall be filed with the division within 60 days after the

date on which the savings bank received the audit report. The divi-

sion may, for good cause shown, extend the filing date for up to

60 additional days.

(4) The audit report filed with the division shall be certified by

the certified public accountant conducting the audit. If a savings

bank fails to cause an audit to be made, the division shall order an

audit to be made by an independent certified public accountant at

the savings bank’s expense. Instead of the audit required under

sub. (1), the division may accept an audit or portion of an audit

made exclusively for a deposit insurance corporation or for a

financial regulator of another state if the home office of the sav-

ings bank is located in that state.

(5) (a) Annually, no later than February 1, a savings bank shall

file with the division a report of its activities of the preceding cal-

endar year, upon forms prescribed by the division. The report

shall include all of the following:

1. A verified copy of a statement of condition as of the close

of December 31 of the preceding calendar year.

2. A statement of its operations during the preceding calendar

year.

3. Any other information that the division requires.

(b) A savings bank shall include with its annual report a copy

of a statement of condition and operations as of the end of the sav-

ings bank’s most recent fiscal year, which shall be available to the

public. The statement shall contain such information as the divi-

sion requires.

History: 1991 a. 221, 315; 1995 a. 27, 325; 2001 a. 16.

Cross Reference: See also ch. DFI−SB 4, Wis. adm. code.

214.765 Unsafe and unsound practices; orders of pro-

hibition and removal. (1) A violation of subch. VI or VII or

s. 214.34, 214.59 or 214.76, or the failure to comply with recom-

mendations of an examination report of the division within 60

days after the date of issuance of the report or within any other

period the division specifies, shall be considered an unsafe and

unsound practice and creates an unsafe and unsound condition in

the savings bank. A savings bank or a person affiliated with a sav-

ings bank who violates these provisions shall be subject to a forfei-

ture under s. 214.935 and to other enforcement powers of the divi-

sion under this subchapter, subch. XII and rules of the division.

(2) Continued violation of any provision in sub. (1) after the

division issues an order to correct shall subject the members of the

board of directors of the savings bank to removal from the board

and to a permanent order of prohibition under s. 214.91.

(3) The division shall promulgate rules to implement this sec-

tion.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also s. DFI−SB 2.04, Wis. adm. code.

214.772 Foreign savings banks. (1) In this section, “for-

eign savings bank” means a savings bank organized under the

laws of another state or territory. “Foreign savings bank” does not

include a federal savings bank.

(2) A foreign savings bank is doing business in this state if it

accepts funds for deposit accounts in this state, takes loan applica-

tions in this state in the regular course of business or otherwise

engages in any activity which would, if engaged in by a domestic

entity, require that entity to be organized under this chapter as a

savings bank. A foreign savings bank is not considered to be

doing business in this state solely because it does one or more of

the following:

(a) Makes a mortgage loan in this state, purchases a loan

secured by real property located in this state or otherwise acquires

an interest in real property located in this state.

(b) Holds or disposes of any interest in real property located

in this state.

real estate or under the terms of a real estate mortgage or similar

security interest.

(d) Advertises in this state.

(3) The activities in this state that a foreign savings bank may

engage in are limited to those activities that a savings bank may

engage in, and are subject to the laws of this state to the same

extent as those activities conducted by a savings bank. A foreign

savings bank may not do business in this state without a certificate

of authority issued under this section.

(4) (a) An application by a foreign savings bank for a certifi-

cate of authority to do business in this state shall be accompanied

by a nonrefundable $500 application fee and shall contain all of

the following:

1. A certified copy of the foreign savings bank’s articles of

incorporation and bylaws.

2. The name and address of the person in this state who will

serve as the foreign savings bank’s agent under sub. (6).

3. Satisfactory evidence that the foreign savings bank is in

good standing with the regulatory authority responsible for its

supervision in the jurisdiction in which the foreign savings bank

is organized.

4. Satisfactory evidence of insurance by a deposit insurance

corporation.

5. Any other information the division requires.

(b) Upon receipt of a completed application and the required

fee, the division may issue a certificate of authority. The certifi-

cate of authority may be subject to specific conditions that the

division believes necessary to adequately safeguard the interests

of the residents of this state. The division may not issue a certifi-

cate of authority to do business in this state unless all of the follow-

ing conditions are met:

1. The foreign savings bank is in sound financial condition

and entitled to public confidence, and the division is satisfied that

the foreign savings bank will conduct its business in this state in

accordance with the laws of this state.

2. The deposit accounts of the foreign savings bank are

insured by a deposit insurance corporation.

under this section if any of the following occurs:

1. The foreign savings bank fails to conduct its business in this

state in accordance with the laws of this state.

2. The foreign savings bank refuses to permit the division to

conduct an examination, or fails to pay applicable fees.

3. The division determines that the foreign savings bank is in

an unsafe condition or that its continued operation in this state is

otherwise inconsistent with the best interests of the residents of

this state.

(5) A foreign savings bank doing business in this state shall be

examined by the division as provided under s. 214.725, audited

under s. 214.76 and assessed fees as provided under s. 214.715 (1)

(h), together with any out−of−state travel expenses incurred in the

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214.772 SAVINGS BANKS

Wisconsin Statutes Archive.

course of an examination or audit. The division may accept an

examination to the extent permitted under s. 214.725 (1) (b) and

may accept all or part of an audit prepared on behalf of the regula-

tory authority responsible for the supervision of the foreign sav-

ings bank in the jurisdiction in which the foreign savings bank is

organized.

(6) A foreign savings bank doing business in this state shall

maintain on file with the division the name and address of a person

in this state who is authorized to receive legal process on behalf

of the foreign savings bank. The division shall maintain a current

record of each person so designated. The record of the division

shall be conclusive evidence of the authority of the person whose

name appears in the record to receive process on behalf of the for-

eign savings bank.

(7) If the laws of another jurisdiction prohibit a savings bank

from doing business in that jurisdiction, a foreign savings bank

organized under the laws of that jurisdiction may not be autho-

rized to do business in this state. If the laws of another jurisdiction

require the posting of securities or impose other additional

requirements as a condition of permitting a savings bank to do

business in that jurisdiction, the division may impose similar

requirements on a foreign savings bank organized under the laws

of that jurisdiction before issuing the foreign savings bank a certif-

icate of authority to do business in this state.

History: 1991 a. 221; 1995 a. 27; 2003 a. 263.

214.775 Procedure upon the impairment of capital. If

the division finds from a report, examination or other source that

a savings bank’s capital is impaired, the division may do any of the

following:

(1) Direct the board of directors to do any of the following:

(a) Require stockholders to contribute an amount at least suffi-

cient to eliminate the impairment.

(b) Reduce the amount of additional paid−in capital by at least

the amount of the impairment and allocate the reduction to undi-

vided profits or reserves to absorb the loss that created the impair-

ment.

(2) Take custody of the savings bank under subch. XI, estab-

lish a conservatorship and proceed to merge, sell or otherwise dis-

pose of the savings bank in a manner that will remove the capital

impairment, remove operating losses and restore compliance with

capital requirements.

(3) Declare the stock worthless and order the directors to can-

cel the stock or order the directors to sell, merge or otherwise

restructure the savings bank in a manner that will remove the capi-

tal impairment, eliminate operating losses and restore compliance

with capital requirements.

History: 1991 a. 221; 1995 a. 27.

214.78 Review board. (1) The review board shall do all of

the following:

(a) Advise the division on matters related to this chapter.

(b) Review the acts, orders and determinations of the division.

mitted to it by the division.

(d) Perform other review functions relating to this chapter.

(e) Conduct hearings and take testimony, and subpoena and

swear witnesses at such hearings. The review board shall have the

subpoena powers under s. 885.01 (4).

(2) An interested party may appear at a proceeding of the

review board and may participate in the examination of witnesses

and present evidence.

(3) A person who subpoenaes a witness shall advance the fees

and mileage of the witness. Witness fees shall be the same as fees

under s. 814.67 (1) (b) and (c). The fees of witnesses who are

called by the review board in the interests of the state shall be paid

by the state upon presentation of proper vouchers approved by the

chairperson of the review board and charged to the appropriation

under s. 20.144 (1) (g).

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also ch. DFI−SB 20, Wis. adm. code.

214.785 Review of acts, orders or determinations.

(1) Any interested person or a savings bank aggrieved by any act,

order or determination of the division, which relates to savings

banks may, within 20 days after receipt or service of a copy of the

act, order or determination, file a written notice requesting the

review board’s review of the division’s act, order or determina-

tion. The sole review of the division’s decision shall be to deter-

mine if the division acted within the scope of the division’s author-

ity, has not acted in an arbitrary or capricious manner and that the

act, order or determination of the division is supported by substan-

tial evidence in view of the entire record as submitted. The review

of applications for new savings banks, branch offices or relocation

of offices shall be based exclusively on the record and new evi-

dence may not be taken by the review board. Applications under

this subsection shall be considered and disposed of as speedily as

possible.

(2) A determination of the review board shall be subject to

review under ch. 227. If an act, order or determination of the divi-

sion is reversed or modified by the review board, the division shall

be considered to be a person aggrieved and directly affected by the

decision under s. 227.53 (1).

(3) A member of the review board may not act on any matter

involving a savings bank or savings bank holding company of

which the member is an officer, director, employee or agent.

History: 1991 a. 221; 1995 a. 27.

Cross Reference: See also ch. DFI−SB 20, Wis. adm. code.

SUBCHAPTER XI

CUSTODY AND CONSERVATORSHIP

214.82 Division’s authority to take custody and

appoint a conservator or a receiver. (1) The division may

take custody of and appoint a conservator for the property, liabili-

ties, books, records, business and assets of a savings bank for any

of the purposes under s. 214.825 if any of the following conditions

exists:

(a) The savings bank fails to produce an annual audited finan-

cial statement, after receiving one extension from the division.

(b) The savings bank’s books and records, after at least 2 con-

secutive notices from the division spanning at least 2 consecutive

calendar quarters, are in an inaccurate and incomplete condition

to the extent that the division is unable to determine the financial

condition of the savings bank or the details or purpose of any trans-

action that may materially affect the savings bank’s financial con-

dition.

may not meet its requirements or restore its capital without assist-

ance from its deposit insurance corporation.

(d) The savings bank is insolvent in that its assets are less than

its obligations to its creditors, including its depositors.

(e) The savings bank has experienced substantial dissipation

of assets due to a violation of a state or federal law, regulation, rule

or order of the division or due to any unsafe or unsound practice.

(f) There is a likelihood that the savings bank will not be able

to meet the demands of its depositors or pay its obligations in the

normal course of business.

(g) Losses have occurred or are likely to occur that have or will

deplete all or substantially all of the savings bank’s capital and that

there is no reasonable prospect for restoring its capital without

federal assistance.

SAVINGS BANKS 214.90

23 Updated 07−08 Wis. Stats. Database

Wisconsin Statutes Archive.

(h) The savings bank or its officers, directors or employees are

violating a state or federal law, regulation, rule or supervisory

order of the division or of another regulatory authority.

(i) The savings bank is in an unsafe or unsound condition likely

to cause insolvency or a substantial dissipation of assets or earn-

ings that will weaken the condition of the savings bank and will

prejudice the interests of its depositors.

(j) The directors, officers, trustees or liquidators have

neglected, failed or refused to take any action that the division

considers necessary for the protection of the savings bank, includ-

ing production of an annual audited financial statement after an

extension was granted, have continued to maintain the savings

bank’s books and records in an inaccurate and incomplete condi-

tion for 2 consecutive quarters after 2 notices from the division or

have impeded or obstructed an examination.

(k) The deposit accounts of the savings bank are impaired to

the extent that the realizable value of its assets is insufficient to pay

in full its creditors and deposit accounts holders or meet its obliga-

tions in the normal course of business or that its stock is impaired.

(L) The savings bank is unable to continue operation.

(m) The business of the savings bank or savings bank in liqui-

dation is being conducted in a fraudulent, illegal or unsafe or

unsound manner.

(n) The officers, employees, trustees or liquidators assume

duties or perform acts without providing a bond.

(2) The division may postpone taking custody of a savings

bank pending a satisfactory resolution of the condition permitting

custody as suggested by the deposit insurance corporation, if the

savings bank has sufficient liquidity and has adopted and imple-

mented an operating plan considered prudent by the division.

(3) The division shall promulgate rules to govern the deter-

mination of a need for a conservator, the selection and appoint-

ment of a conservator and the conduct of a conservatorship,

including allocation of the payment of costs.

History: 1991 a. 221, 315; 1995 a. 27.

214.825 Purposes of taking custody. The purposes of tak-

ing custody of a savings bank may include examination; produc-

tion of an audited financial statement; reconstruction of books and

records; conservation of assets; restoration of impaired capital;

the making of any necessary or equitable adjustment, including

changes in officers and management, considered necessary by the

division under any plan of reorganization or liquidation; restruc-

turing of the savings bank through a merger or formation of an

interim institution; establishment of a conservatorship to operate

and manage a savings bank as an ongoing concern until the

grounds for custody and conservatorship are remedied; or the

maturing of an obligation of the deposit insurance corporation.

History: 1991 a. 221; 1995 a. 27; 1997 a. 35.

214.83 Division’s powers during custody. During the

period in which the division has custody of a savings bank, the

division shall have all powers necessary to accomplish the pur-

poses of custody of the savings bank and the authority to call meet-

ings of the members, stockholders, former officers and directors,

liquidators or trustees to consider and act upon matters considered

by the division to be of sufficient importance to obtain the views

of those persons.

History: 1991 a. 221; 1995 a. 27.

214.835 Custody of savings banks. If the division takes

custody of a savings bank, in addition to powers conferred under

ss. 214.825 and 214.83, the division may do any of the following:

(1) Notify the deposit insurance corporation of the custody

and the reasons for that action, including a copy of the division’s

report of examination and condition of the savings bank, and to

appoint the deposit insurance corporation or its designee as

receiver or conservator for the savings bank.

(2) Permit the deposit insurance corporation to submit any

plan or proposal for the reorganization, merger or liquidation of

the savings bank that it considers to be feasible.

(3) Determine and declare the savings bank to be in default,

find from the division’s examination and from reports of the sav-

ings bank the amount of insured deposits and make any necessary

orders that may be required for the purpose of making deposit

insurance available to depositors.

History: 1991 a. 221; 1995 a. 27.

214.84 Notice of custody; action to enjoin. On the date

the division takes custody of a savings bank, the division shall pro-

vide by 1st class mail a written notice of that action to the president

or secretary and to 2 or more directors of the savings bank or to

2 or more of the trustees of any trust or to 2 or more of the liquida-

tors if the savings bank is in liquidation. If the parties receiving

notice believe the division does not have authority to take custody,

the savings bank, the directors or officers of the savings bank or

the trustees or liquidators, within 20 days after the mailing of the

notice, or within further periods of time as the division may extend

up to an additional 60 days, may file a complaint in the circuit

court of the county in which the savings bank is located to enjoin

custody. The court shall require the division to show cause why

custody should not be enjoined. If, upon hearing, the court finds

that grounds do not exist for the division’s custody, it may enter

an order enjoining further custody.

History: 1991 a. 221; 1995 a. 27.

214.845 Segregation of collections during custody.

All payments received on deposit accounts on depositors’

unpledged accounts during custody of the savings bank shall be

segregated in a separate account until the savings bank is redeliv-

ered to the directors, trustees or liquidators or delivered to a con-

servator or receiver. A depositor whose payments have been seg-

regated may request the return of those payments and the division

shall repay them without interest or dividends. Before delivery of

the savings bank or its assets to any trustee, liquidator, receiver or

conservator, the division shall return the money segregated in the

separate account.

History: 1991 a. 221; 1995 a. 27.

214.85 Redelivery of possession. If, after examination of

the savings bank and consideration of all conditions affecting its

affairs, the division finds that the cause for taking custody has

been removed, the division shall relinquish custody of the savings

bank, remove any conservator appointed and redeliver the savings

bank and all assets, books and records to its qualified directors,

trustees or liquidators.

History: 1991 a. 221; 1995 a. 27.

214.855 Limitations upon custody. The custody of a sav-

ings bank by the division, including a conservatorship, may be

continued for a reasonable period not to exceed 12 months, unless

a longer time period is approved by a vote of two−thirds of the

directors of the savings bank or ordered by a court.

History: 1991 a. 221; 1995 a. 27.

SUBCHAPTER XII

ENFORCEMENT POWERS

214.90 Action to correct conditions. The division may

issue an order requiring a savings bank, savings bank subsidiary,

service corporation, affiliate, savings bank holding company or a

party affiliated with a savings bank to take action to correct any

condition resulting from a violation or practice identified in the

order. The division may by order require the savings bank, sav-

ings bank subsidiary, service corporation, affiliate, savings bank

holding company or party affiliated with a savings bank to do any

of the following:

Updated 07−08 Wis. Stats. Database 24

214.90 SAVINGS BANKS

Wisconsin Statutes Archive.

(1) Make restitution or provide reimbursement, indemnifica-

tion or guarantees for or against losses if any of the following con-

ditions occurs:

(a) The person was unjustly enriched or received direct or indi-

rect personal benefit in connection with the violation or practice.

(b) The violation or practice involved a reckless disregard for

applicable state or federal laws, regulations, rules or orders of the

division or other appropriate regulator.

(2) Restrict the savings bank’s growth or institute appropriate

operating restrictions.

(3) Dispose of any loan or asset involved.

(4) Rescind an agreement or contract.

(5) Submit candidates for future directors, employees or offi-

cers to the division for approval.

(6) Take any other action the division considers necessary.

History: 1991 a. 221; 1995 a. 27.

214.905 Books and records corrective orders. (1) If an

order under s. 214.90 specifies that the books and records of a sav-

ings bank are so incomplete and inaccurate that the division is

unable to determine the financial condition of the savings bank or

unable to determine the nature, details or purpose of any transac-

tion that may have a material effect on the savings bank’s financial

condition, the division shall issue an order that requires all of the

following:

(a) Specific steps to restore, reconstruct or adjust the books and

records to accuracy and compliance.

(b) Rescission or cessation of transactions or activities that led

to the incomplete or inaccurate condition of the books and records.

finds were incurred due to the condition of the books and records.

(2) An order under sub. (1) shall be effective until the division

determines through an examination that the condition has been

corrected and rescinds the order.

History: 1991 a. 221; 1995 a. 27.

214.91 Removal and prohibition authority. (1) The divi-

sion may remove from a savings bank any employee, agent or per-

son affiliated with the savings bank if the division finds that the

person has done any of the following:

(a) Directly or indirectly violated any state or federal law, regu-

lation, rule or order or any agreement between the savings bank

and the division or between the savings bank and the deposit insur-

ance corporation.

(b) Breached fiduciary or professional responsibilities to the

savings bank.

(2) The division may serve upon a savings bank employee,

agent or person affiliated with the savings bank a written notice of

the division’s intention to remove or suspend the person from

office in the savings bank or to prohibit any further participation

in any manner by that person in the conduct of the affairs of a sav-

ings bank or of a savings and loan association organized under ch.

215, if the division finds that, because of a violation permitting

removal under sub. (1), any of the following conditions exists:

(a) A savings bank has or probably will suffer financial loss or

other damage.

(b) The interests of the savings bank’s depositors have been or

could be prejudiced.

son of the violation.

(d) The violation or breach involves personal dishonesty on the

part of the person or demonstrates willful or continuing disregard

by the person for the safety and soundness of the savings bank.

History: 1991 a. 221; 1995 a. 27.

214.915 Participation prohibition. (1) Except as pro-

vided in rules of the division, any person who has been removed

or suspended from office in a savings bank or prohibited from par-

ticipating in the conduct of the affairs of a savings bank under s.

214.90 may not, while an order is in effect, hold any office in or

participate in any manner in the conduct of the affairs of another

savings bank, savings bank subsidiary, affiliate, service corpora-

tion, savings bank holding company or state savings and loan

association.

(2) A violation of sub. (1) by any person who is subject to an

order described in that subsection shall be treated as a violation of

the order.

History: 1991 a. 221, 315; 1995 a. 27.

214.92 Effect of termination or resignation. The resigna-

tion, termination of employment, or separation of a person affili-

ated with a savings bank from the savings bank does not affect the

authority of the division to issue an order under s. 214.90, 214.91

or 214.915 if the order is issued within 6 years after the person

ceases to be a person affiliated with the savings bank.

History: 1991 a. 221; 1995 a. 27.

214.925 Unauthorized participation by convicted indi-

vidual. (1) Except with the prior written consent of the division,

a person who has been convicted of a criminal offense involving

dishonesty or a breach of trust may not participate, directly or indi-

rectly, in any manner in the conduct of the affairs of a savings

bank.

(2) The directors or officers of a savings bank may not permit

a person described in sub. (1) to participate in the conduct of the

affairs of the savings bank.

History: 1991 a. 221; 1995 a. 27.

214.93 False statements. A person may not knowingly

make, cause, or allow another person to make or cause to be made,

a false statement, under oath if required by this chapter or on any

report or statement required by the division or by this chapter. In

addition to any forfeiture under s. 214.935, a person who violates

this section is guilty of a Class F felony.

History: 1991 a. 221; 1995 a. 27, 103; 1997 a. 283; 2001 a. 109.

214.935 Civil forfeitures. In addition to the enforcement

authority granted to the division, the following forfeiture provi-

sions apply:

(1) Except as provided in sub. (2), any person who violates

this chapter, any rule promulgated under this chapter or an order

of the division may be required to forfeit not more than $10,000.

Each day of continued violation constitutes a separate offense.

(2) Any person who fails to comply with a reporting require-

ment under this chapter may be required to forfeit not more than

$1,000 for the first offense and may be required to forfeit not more

than $2,500 for the 2nd or any later offense.

History: 1991 a. 221; 1995 a. 27.

214 255A

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