214.65 Procedure to effect sale of all assets.
(1) The procedure in this section applies to a sale authorized under s. 214.645 or 214.67.
(2)
(a) The board of directors shall adopt by a two-thirds majority vote of all directors a resolution setting forth the terms of the proposed sale and shall submit the plan to the division for preliminary approval. Upon receipt of approval by the division, a stock savings bank shall submit the plan to a vote of the stockholders at a special or annual meeting.
(b) The proposed sale is approved by the stockholders if it receives an affirmative vote from a majority of the total number of votes that are entitled to be cast. A proposal for the voluntary liquidation of the savings bank may be submitted to the stockholders at the same meeting or at any later meeting called for that purpose. A certified summary of proceedings setting forth the terms of the proposed sale, the form and timing of the notice given, the vote on the proposal and the total number of votes entitled to be cast shall be filed with the division.
(3) If the division finds that the deposit insurance corporation has approved the sale, the proposed sale is fair to all members, stockholders, creditors and other persons concerned and provision has been made for the disposition of the remaining assets, if any, of the savings bank, the division shall issue to the savings bank a certificate of authorization for the sale with a copy of the filed report of proceedings attached to the certificate.
(4) After the savings bank records the certificate of authorization in the same manner as the savings bank's articles of incorporation, the savings bank may complete the sale.
(5) If the sale includes the name of the savings bank, the purchaser shall have the exclusive right to that name for 5 years.
History: 1991 a. 221; 1995 a. 27, 103; 1997 a. 35.
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