Wis. Admin. Code Department of Financial Institutions DFI-SB 22.03 - Approval of mutual holding company reorganization
(1) GENERAL. Prior
to reorganizing into a mutual holding company, a reorganizing savings bank
shall do all the following:
(a) Obtain
approval of a reorganization plan by a majority of the board of directors of
the reorganizing savings bank and the board of directors of any acquiree
savings bank.
(b) File the
reorganization plan with the division within 5 business days after the approval
of the board of directors.
(c)
Obtain approval of a reorganization plan by an affirmative vote of a majority
of the voting members of the reorganizing savings bank and any acquiree savings
bank, at a meeting of members held under its bylaws.
(d) Obtain the approval of the reorganization
plan by the division and, if applicable, the FDIC or FRB.
(2) ACTIONS BY DIVISION. A proposed
reorganization shall be approved or disapproved by the division within 45 days
of its filing and, if approved, shall be subject to the following conditions:
(a) The reorganization shall be consummated
within one year of the approval.
(b) The capitalization of the mutual holding
company shall not cause the resulting savings bank to fail to meet its capital
maintenance requirement under ss.
214.40 and
214.43, Stats.
(c) Any other conditions which the division
prescribes in the interests of a sound financial system.
(3) CERTIFICATE OF REORGANIZATION. If the
division determines that the reorganizing savings bank has complied with all
requirements of law and has implemented the reorganization plan as approved,
the division shall issue a certificate of reorganization evidencing that the
mutual savings bank has been reorganized into a mutual holding company and
prescribing the effective date of the reorganization. The certificate shall be
recorded in the office of the register of deeds in the county in which the home
office of the reorganizing savings bank was located and in the county in which
the registered office of the mutual holding company is located.
Notes
This section interprets or implements s. 214.095, Stats.
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