Section 215.57. Jurisdictional conversion of mutual associations.

 

(1)   Procedure to effect conversion. A state-chartered mutual association may convert itself into a federal association, and any federal mutual association may convert itself into a state-chartered association, as follows:

(a) A meeting of the members shall be held upon not less than 10 days' written notice to each member, served either personally or by mail, directed to the member at the member's last-known post-office address, stating the time, place and purpose of such meeting.

(b) At such meeting, by the affirmative vote, in person or by proxy, of not less than two-thirds of the dollar value of savings accounts of the association the members may by resolution declare to convert such association into a federal association or into a state-chartered association. A copy of the minutes of such meeting, verified by the affidavit of the chairperson and the secretary of the meeting, shall be filed with the division within 10 days after the meeting.

(c) If the members vote to convert the association, the secretary shall, within 30 days after such meeting, serve notice on all members, either personally or by mail directed to them at their last-known post-office addresses. Within 30 days after service of the notice, any saver in the association may notify the association in writing that the saver desires to withdraw savings accounts. Each saver so notifying the association shall be entitled to the withdrawal value of the savings accounts, less any amount due the association.

(d)

1. Within 6 months after the adjournment of a meeting to convert into a federal association, the association shall do what is necessary to make it a federal association. Within 10 days after the receipt of the federal charter, the association shall file with the division a copy of the federal charter certified by the deposit insurance corporation. Upon such filing the association shall cease to be a state-chartered association and shall thereafter be a federal association.

2. Within 6 months after the adjournment of a meeting of the members of a federal mutual association called for the purpose of converting the association into a state-chartered association, the division shall examine such association and shall determine the action necessary to qualify the converting federal mutual association for a state charter. Upon complying with the necessary requirements, a state charter shall be issued to such association.

(2)   When state supervision ceases. When conversion from a state-chartered mutual association to a federal association becomes effective, the association shall cease to be supervised by this state.

(3)   Corporate existence of association does not terminate upon conversion. Upon the conversion of any state-chartered mutual association into a federal association or vice versa, the corporate existence of the converting association shall not terminate, and the resulting association shall be a continuance of the converting association. All of the property and rights of the converted association shall by operation of law vest in the resulting association as of the time of the conversion, and all of its obligations become those of the resulting association. Actions and other judicial proceedings to which the converting association is a party may be prosecuted and defended as if the conversion had not been made.

(4)   Approval required before conversion becomes effective. Before any such conversion of any association shall be final and in effect, the written approval of the division must be secured by such association.

1975 c. 359 s. 41 ; 1975 c. 421 ; Stats. 1975 s. 215.57; 1991 a. 316 ; 1993 a. 184 ; 1995 a. 27 , 104 . Conversion from a federal-chartered association to a state-chartered association did not render moot an action to set aside a resolution of the federal home loan bank board authorizing the establishment of a branch office. Elm Grove Savings & Loan Association v. Federal Home Loan Bank Board, 391 F. Supp. 1041 (1975).