215.60 Incorporation of a capital stock savings and loan association.

(1) Use of name.

(a) A corporation organized under this subchapter shall be known as a capital stock association. The words “savings and loan association" or “savings association" shall form part of the name of every capital stock association so organized.

(b) No corporation other than a corporation organized under this subchapter or subch. II 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 requirements. The division by rule shall determine:

(a) The minimum number of stockholders required to organize a capital stock association in any locality.

(b) The minimum amount of capital stock and additional paid-in capital.

(c) Such other requirements as the division deems necessary or desirable.

(3) Who may organize. Any individual who is a resident of this state may apply to the division for authority to incorporate a stock association under this section. The individual applying is the incorporator.

(4) Application to organize. The application to organize a capital stock association shall set forth:

(a) The name of the proposed association.

(b) The location of the proposed association.

(c) The name, residence and occupation of each incorporator.

(d) The amount of initial capital stock and additional paid-in capital.

(e) The amount of initial savings accounts.

(f) The need for an association in the locality in which the proposed association intends to locate.

(g) The name and addresses of the initial directors.

(h) Such other information as the division requires.

(5) Application fee. The incorporators shall pay to the division a $500 fee, which sum shall be paid by the division into the general fund to the credit of the division. Applicants shall also be liable for any other direct costs incurred by the division or review board for any transcripts of hearings, per diems and travel expenses.

(6) Notice of application and hearing thereon. Upon receipt of a properly executed application, the division shall, within 30 days, assign a date and place for hearing on the application and notice thereof shall be given as provided in s. 215.40 (7).

(7) Certificate of authority; when issued. If the application to organize a capital stock association 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 adopt articles of incorporation; to adopt bylaws; to adopt rules for the procedure of the incorporators; to conduct meetings; and to open subscription books for the sale of capital stock and also open subscription books for savings accounts.

(8) Powers of incorporators. Until completion of its organization, incorporators of a stock association may exercise such other powers as are conferred upon the incorporators of other corporations, if such powers are not in conflict with this chapter.

(9) Surety bonds of officers. The incorporators of a capital stock association shall provide a surety bond in a suitable amount from the treasurer and other officers who may handle funds of the temporary organization.

(10) Certificate of authority, when voided. The certificate of authority as described in sub. (7) shall be void after 180 days from its date, but the division may, for cause, extend the life of the certificate for such time as the division deems advisable.

(11) Certificate of compliance.

(a) Within the time prescribed in sub. (10), the incorporators of the proposed capital stock association 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;

2. That a meeting of stockholders was held and that directors and officers acceptable to the division were elected at the meeting;

3. That bylaws were adopted and filed with and approved by the division;

4. That the minimum number of required stockholders subscribing for capital stock was obtained, and that the stockholders, in the aggregate, paid to the association the required minimum amount of capital stock and additional paid-in capital;

5. That the funds, representing the initial sale of capital stock and additional paid-in capital, have been deposited in the association's designated depository bank;

6. That ground floor, independent office quarters have been obtained for the proposed association;

7. That insurance of savings accounts has been obtained from the deposit insurance corporation or other instrumentality approved by the division; and

8. That a competent person, fully conversant with savings and loan laws and regulations, has been engaged to handle the affairs of the proposed association.

(b) No business, other than that of completing the organization of the proposed capital stock association, may be transacted until such time as the division issues a certificate of incorporation to the association to commence business.

(12) Certificate of incorporation, when issued. Upon receipt of the certificate of compliance from the incorporators, described in sub. (11), and after all fees have been paid, the division may within 90 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.

(13) Certificate of incorporation, when voided. Any capital stock association failing to commence business within 6 months 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 voided, but the division may for cause, extend the life of such certificate for such time as the division deems advisable.

(14) Discretionary authority. The division shall have the discretionary power in the granting of certificates of authority to incorporators desiring to organize capital stock associations. The division may refuse to issue certificates of incorporation to the incorporators of a capital stock association 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 interests of the public; the location of the proposed association is so close to an existing association that undue harm might result, or the support of the new association might not be such as to assure its success; or when other good and sufficient reasons exist for such refusal.

(15) Appeal by applicants. If the division refuses to grant a certificate of authority or a certificate of incorporation and the applicants feel aggrieved thereby, they may appeal to the review board to review the division's determination.

(16) Applicability of chapter 180. The provisions of ch. 180 not in conflict with this chapter shall apply to all capital stock associations.

History: 1971 c. 229; 1975 c. 359 ss. 11, 30; 1975 c. 421; Stats. 1975 s. 215.60; 1983 a. 167; 1991 a. 221, 316; 1993 a. 184; 1995 a. 27, 104.