215.40 Incorporation of a mutual savings and loan association.
(1) Use of name.
(a) A corporation organized under this subchapter shall be known as a mutual savings and loan association. The words “savings and loan association" or “savings association" shall form part of the name of every mutual association so organized.
(b) No corporation other than a corporation organized under this subchapter or subch. III may use a name embodying those words. No association may adopt a name identical to that of any other association or so similar to an existing association name as to be misleading.
(c) An association shall include the word “savings" in its name if its name includes the word “bank". This paragraph does not apply to an association name if the association obtained approval for use of the name from the division before February 12, 1992.
(2) Minimum membership and savings accounts. The division shall determine:
(a) The minimum number of persons required to organize a mutual savings and loan association in any locality.
(b) The aggregate minimum amount of savings accounts to be paid into the association by persons subscribing for savings accounts.
(c) The length of time for which the incorporators shall guarantee or pay the association's operating expenses.
(d) Such other requirements as the division deems necessary or desirable.
(3) Who may organize. Adult citizens of this state, hereinafter referred to as incorporators, desiring to organize a mutual association under this section shall make application to the division as prescribed on forms furnished by the division.
(4) Application to organize a mutual association. The application to organize a mutual association shall be in duplicate and shall set forth:
(a) The name of the proposed association.
(b) The location of the proposed association.
(c) The full name, residence and occupation of each incorporator.
(d) The need of an association in the locality in which the proposed association intends to locate.
(e) Such other information as the division requires.
(5) Application fee. The applicants shall pay to the division $200 to defray the cost of investigation, which sum shall be deposited into the general fund to the credit of the division.
(6) Expense fund.
(a) Along with the application, the incorporators shall file an agreement with the division that, in addition to their initial savings account subscriptions, they will create an expense fund in an amount not less than one-half of the total minimum required amount of savings accounts. The expense fund is for organization expenses, operating deficits, earnings distributions on savings accounts and losses.
(b) This expense fund shall become a part of the assets of the proposed association if the division approves the application and will be reflected on the books as a liability under the caption “Subsidy by incorporators."
(c) If the income of a period is insufficient to pay expenses or pay a competitive rate of earnings, appropriate charges shall be made to the expense fund account.
(d) At the end of 3 years of corporate existence, the board of directors may petition the division for authority to repay the incorporators on a proportional basis, any unused portion remaining in the subsidy by directors. If the division determines that the operations of the association at that point are of such degree as to enable the association to operate as an independent institution, requiring no further subsidy, the division may authorize such repayment.
(e) At the end of the 4th year, and each subsequent year, the board of directors of the association 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 by incorporators. The division may approve or deny the petition for recovery payments. In no event shall refunds of this type exceed the total of the charges made to the expense fund account by incorporators.
(f) The contributions made to the expense fund shall be noninterest bearing.
(7) Notice of applications; hearings.
(a) Within 30 days after receiving a completed application the division shall furnish a notice of application to the applicant and to each association authorized to operate an office within 4 miles of the proposed office if the office is to be located in Milwaukee County, or 20 miles of the proposed office if located elsewhere. The notice shall describe the location and nature of the proposed office and shall solicit written comments on the application. If a hearing on the application has been scheduled the notice shall also indicate the time and place of the hearing. If not, the notice shall notify interested persons of their right to request a hearing under par. (b) 2. The applicant shall publish the notice of application as a class 3 notice under ch. 985 in the city, town or village where the office is to be located and shall provide the division with proof of its publication.
(b) The division shall conduct a public hearing on the application if any of the following occur:
1. The applicant requests a hearing at the time of filing;
2. Within 3 days after publication of the notice of application any person planning to participate in a hearing on the application files with the division a request for hearing; or
3. The division determines that a hearing will be necessary or useful.
(c) If a hearing date was 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 applicant and to anyone who has requested a hearing, not later than 10 days in advance of the scheduled hearing.
(8) Certification of authority, when issued. If the application is approved, the division shall issue to the incorporators a certificate of authority to effect a temporary organization, consisting of a chairperson, a secretary and a treasurer; to execute and file articles of incorporation; to adopt and file bylaws; to adopt rules for the procedure of the incorporators; to conduct the first meeting of members; and to open subscription books for savings accounts.
(9) Powers of incorporators. The incorporators shall, until the completion of the organization, exercise such other powers as are conferred upon the incorporators of other corporations so far as such powers are not in conflict with this chapter.
(10) Surety bond of officers. The incorporators shall require a surety bond in a suitable amount from the treasurer and other officers who may handle funds of the temporary organization.
(11) Certificate of authority, when voided. The certificate of authority shall be void after 90 days from its date, but the division may for cause, after a hearing, extend the life of such certificate for such time as the division deems advisable.
(12) Compensation for organizing prohibited.
(a) No person may directly or indirectly receive or contract to receive any commission, salary, compensation, bonus, rights or privileges for organizing the association, or for securing a subscription for the original savings accounts of the association.
(b) This subsection does not prohibit an attorney from receiving reasonable compensation for legal services in connection therewith, after the association has been granted a certificate of incorporation.
(c) Whoever violates this subsection shall forfeit to the state $1,000 for each violation, and in addition double the amount of the violator's commission, salary, compensation or bonus.
(13) Certificate of compliance.
(a) Within the time prescribed in sub. (11), the incorporators shall file with the division a certificate stating:
1. That articles of incorporation have been executed, filed with and approved by the division, and recorded; and
2. That the first meeting of members was held and that directors and officers were elected at such meeting; and
3. That bylaws were adopted at the first meeting of members and filed with and approved by the division; and
4. That the minimum number of required savers was obtained, and that said savers, in the aggregate, paid to the association the required initial amount of savings accounts; and
5. That funds, representing the initial amount of savings accounts, have been deposited in the association's designated depository bank; and
6. That the incorporators, in accordance with the requirement of sub. (6), paid to the association the moneys for an expense fund; and
7. That the moneys, representing the expense fund, have been deposited in the association's designated depository bank; and
8. That ground floor, independent office quarters have been obtained for the proposed association; and
9. That necessary action has been taken to obtain insurance of savings accounts from the deposit insurance corporation or other instrumentality approved by the division.
(b) No business, other than that of completing the organization of the proposed association, may be transacted until such time as the division issues a certificate of incorporation to the association to commence business.
(14) Certificate of incorporation, when issued. Upon receipt of the certificate of compliance from the incorporators, the division may within 30 days issue a certificate of incorporation to the association authorizing the association to commence business. The date appearing on the certificate of incorporation shall be the date of the corporate existence of the association.
(15) Fee for certificate of incorporation. The incorporators shall pay to the division a fee of $50 for the certificate of incorporation, which sum shall be deposited into the general fund to the credit of the division.
(16) Certificate of incorporation, when voided. Any association failing to commence business within one year from the date of the certificate of incorporation shall have its corporate existence terminated, and its articles of incorporation and certificate of incorporation shall be void.
(17) Discretionary authority. The division shall have discretionary power in the granting of certificates of authority to incorporators desiring to organize such associations. The division may also refuse to issue certificates of incorporation to the incorporators to commence business when, in the division's opinion, the incorporators or any of them are not of such character and general fitness as to warrant belief that the association will be conducted for the best interest of its members; the location of the association is so close to an existing association that its business might be interfered with and the support of the new association would not be such as to assure its success; or when other good and sufficient reasons exist for such refusal.
(18) Appeal by applicants after being denied certificate of authority. If the division refuses to grant a certificate of authority to organize an association, and the applicants feel aggrieved thereby, they may appeal to the review board to review the division's determination under s. 215.04 (1) (b) and (4).
History: 1971 c. 229; 1975 c. 359 s. 10; 1975 c. 421; Stats. 1975 s. 215.40; 1977 c. 140; 1979 c. 110 ss. 35, 60 (11); 1983 a. 167; 1991 a. 221, 316; 1993 a. 184; 1995 a. 27, 104; 2003 a. 33.