644.09 Articles, amendments, bylaws and principal officers.

(1) Articles. Section 181.0202 applies to the articles of a mutual holding company, except that all of the following apply:

(a) The name of the mutual holding company shall include the word “mutual" and shall comply with s. 181.0401 (2) to (4).

(b) The articles shall include provisions for mutual bonds, if any are to be authorized, which shall conform to s. 611.33 (2).

(c) The purposes of the mutual holding company shall be limited to those permitted in this chapter.

(d) Subject to s. 644.07 (10) (d), the articles may specify those classes of persons who may be members of the mutual holding company or may prescribe the procedure for establishing or removing restrictions on the classes of persons who may be members of the mutual holding company.

(2) Amendment of articles. A mutual holding company may amend its articles in the manner provided in ss. 181.1001, 181.1002 (1), 181.1003, 181.1005 and 181.1006, except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner. The articles may be amended in any desired respect, including substantial changes of its original purposes, except that no amendment may be made that is contrary to sub. (1). In addition to the requirements of s. 181.1005, the articles of amendment of a mutual holding company shall, if mail voting is used, state the number of members voting by mail and the number of such members voting for and against the amendment. No amendment may become effective until the articles of amendment have been filed with the commissioner. No amendment shall affect any existing cause of action in favor of or against such mutual holding company, any civil, criminal, administrative or investigatory proceeding to which the mutual holding company is a party or the existing rights of persons other than members. In the event that the corporate name is changed by amendment, no suit brought by or against such mutual holding company under its former name shall abate for that reason.

(3) Bylaws. The bylaws of a mutual holding company shall comply with this chapter. A copy of the bylaws and any amendments to the bylaws shall be filed with the commissioner within 60 days after adoption. Subject to this subsection, ss. 181.0206, 181.0207 and 181.1021 apply to mutual holding companies.

(4) Principal officers. Sections 181.0840 and 181.0841 apply to mutual holding companies.

History: 1997 a. 227; 1999 a. 30.