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 conversion 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 meeting, 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 conversion that the division may require.
(4) The division may approve a plan of conversion if the division 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 savings bank.
(c) Complies with any standard which the division may promulgate 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 director who is an employee may participate in any tax qualified retirement plan acquiring stock in the converting savings bank.
(5) The division may issue to a mutual savings bank a certificate of conversion to a stock savings bank, if the division determines the plan of conversion has been implemented as approved and the savings bank has complied with this section and any conditions 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 existence 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 savings 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 conversion. An action or proceeding may be prosecuted to final judgment, 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.
(c) Provisions of the plan of conversion and restated articles 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 necessary.
History: 1991 a. 221; 1995 a. 27, 103.