Section 215.59. Mutual savings and loan holding companies.

 

(1)   Formation.

(a) Reorganization. A mutual association may reorganize as a mutual savings and loan holding company under this section.

(b) Plan. A reorganizing mutual association shall prepare a reorganization plan. Under a reorganization plan, a mutual association shall do all of the following:

1. Charter a stock association.

2. Transfer to the stock association a substantial part of its assets and liabilities, including all of its savings account liabilities.

3. Prepare articles of incorporation and bylaws for the mutual savings and loan holding company.

(c) Capital asset retention. Subject to the approval of the division, if the net worth of the stock association chartered under the reorganization plan exceeds the minimum net worth under s. 215.24 , a plan may permit a mutual savings and loan holding company to retain capital assets of the reorganizing mutual association.

(d) Approval required. A mutual association may not implement a reorganization plan unless the plan is approved by all of the following:

1. Two-thirds of the directors of the mutual association.

2. The members of the mutual association under par. (e) .

3. The division under par. (f) .

(e) Member approval.

1. Notice of a meeting to vote on a reorganization plan shall be sent to members at least 10 days before the meeting. The notice shall state the time, place and purpose of the meeting, shall provide a summary of the reorganization plan and shall provide any other information that the division requires.

2. An affirmative vote by a majority of all votes entitled to be cast by members shall be required to approve a reorganization plan.

3. Within 10 days after a reorganization plan receives member approval, the mutual association shall submit to the division a copy of the minutes of the meeting at which the plan is approved. The secretary of the mutual association shall certify that the minutes show that the members approved the reorganization plan.

(f) Division approval. The division may approve a reorganization plan if the division finds that all of the following conditions exist:

1. The reorganization plan is fair to all members in the reorganizing mutual association.

2. The reorganization plan protects the interest of savers whose savings accounts are transferred to the stock association.

3. The reorganization plan complies with rules promulgated by the division governing the reorganization of a mutual association into a mutual savings and loan holding company and the operation of a mutual savings and loan holding company.

(g) Certificate of reorganization. If the division determines that the mutual association has complied with the requirements of this subsection and has implemented the reorganization plan as approved, the division shall issue a certificate of reorganization evidencing that the mutual association has been reorganized into a mutual savings and loan holding company. The date specified in the certificate shall be the effective date of reorganization. On the date specified in the certificate, the mutual association ceases to exist but its legal existence continues as a mutual savings and loan holding company. The certificate shall be recorded with the register of deeds in the county in which the home office of the mutual association was located and in the county in which the registered office of the mutual savings and loan holding company is located.

(h) Retention of directors, proxies.

1. Unless the reorganization plan provides otherwise, a director of a mutual association continues to serve as a director of the mutual savings and loan holding company for the duration of the director's term.

2. Unless the reorganization plan or the proxy provides otherwise, a proxy that may be cast on behalf of a mutual association member may be cast on behalf of a mutual savings and loan holding company member until the proxy is revoked or superseded under sub. (2) (d) .

(2)   Member and member rights.

(a) Effect of reorganization or absorption. When a mutual association reorganizes under sub. (1) or is absorbed by a subsidiary of a mutual savings and loan holding company under s. 215.53 , a member of the mutual association becomes a member of the mutual savings and loan holding company. On the effective date of the reorganization or absorption, a member's rights in the mutual association end and a member's rights in the mutual savings and loan holding company begin.

(b) Who may be a member. A person becomes a member of a mutual savings and loan holding company by owning a savings account in an association that is a subsidiary of the savings and loan holding company, unless the savings account is evidenced by a negotiable certificate of deposit that is not in registered form.

(c) Voting rights. A member of a mutual savings and loan holding company shall have one vote for each $100 or additional fraction of $100 of the withdrawal value of each of the member's savings accounts in a subsidiary association of the mutual savings and loan holding company, as the savings accounts appear on the books of an association at the end of a day selected by the board of directors of the mutual savings and loan holding company. The board may not select a day to determine the withdrawal value of savings accounts that is more than 60 days before the day at which a vote is taken.

(d) Proxies. Members of a mutual savings and loan holding company may vote in person or by proxy at any meeting. A proxy shall be in writing and signed by the member or the member's authorized attorney. A proxy filed with the secretary shall, unless specified in the proxy, continue in force until revoked by a written notice to the secretary or until superseded by another proxy.

(e) Member termination. Membership in a mutual savings and loan holding company ends if the member withdraws the full withdrawal value of all savings accounts in subsidiary associations. A member who requests the full withdrawal value of the member's savings accounts remains a member until the withdrawal value is paid in full.

(3)   Powers.

(a) Powers of holding company. A mutual savings and loan holding company may do any of the following:

1. Invest in or acquire an association or a savings bank.

2. Acquire an association or savings bank by the absorption of the association or savings bank by a subsidiary association of the savings and loan holding company.

3. Acquire or merge with a mutual savings and loan holding company or a mutual savings bank holding company.

4. Invest in securities an association may invest in under s. 215.13 (26) .

5. Engage in activities an association may engage in under s. 215.13 (27) to (29) .

6. Convert to a stock savings and loan holding company under s. 215.58 or to a stock savings bank holding company.

7. Furnish or perform management services for a subsidiary.

8. Hold, manage or liquidate assets owned by or acquired from a subsidiary.

9. Hold or manage property used by the mutual savings and loan holding company or a subsidiary.

10. Unless limited or prohibited by the division, engage in any activity that the federal reserve board permits a bank holding company to engage in under 12 CFR 225 , subpart C, promulgated pursuant to 12 USC 1843 (c) or any activity that the federal savings and loan insurance corporation authorized a multiple savings and loan holding company to engage in directly on March 5, 1987.

11. Be absorbed by a mutual association under s. 215.53 (1) (a) 4. or by a mutual savings bank.

12. Dissolve itself and the stock association chartered under sub. (1) (b) 1. and convert itself and the stock association into a mutual association or mutual savings bank under a plan, approved by the division, that provides that the converting mutual savings and loan holding company ceases to engage in activities that the converted association or savings bank may not engage in and that provides that stock in a subsidiary association or savings bank that is not held by the converting mutual savings and loan holding company is redeemed.

(b) Powers of subsidiaries. This subsection does not limit the powers of an association that is a subsidiary of a mutual savings and loan holding company.

(4)   Stock in subsidiary. Under a plan approved by the division, a stock association that is a subsidiary of a mutual savings and loan holding company may issue any number of nonvoting shares and less than 50 percent of the voting shares of the stock association to persons other than the mutual savings and loan holding company.

1989 a. 242 ; 1991 a. 221 ; 1995 a. 27 .