215.58 Organizational conversion from mutual to stock form.

(1) Conversion into stock association.

(a) A state chartered mutual association may convert to a stock association or a mutual savings and loan holding company may convert to a stock savings and loan holding company under this section. The board shall adopt a plan of conversion which complies with this section and the rules of the division. The plan of conversion is subject to the approval of the division.

(b) Conversion of a mutual association or a mutual savings and loan holding company under this section is effective only if done according to a plan of conversion approved by the division under par. (a) and if the plan is approved by an affirmative vote of the majority of all votes entitled to be cast by members. Notice of a meeting to vote on the plan of conversion shall be sent to each member at least 10 days prior to such meeting. The notice shall state the time, place and purpose of the meeting, and provide a summary of the plan of conversion and such other information as the division requires.

(c) Within 10 days after a meeting of members at which a plan of conversion is adopted, the board shall submit to the division:

1. A copy of the minutes of the meeting adopting the plan. The minutes shall be certified by the secretary or president, and shall show that, by an affirmative vote as required under par. (b), the members voted to convert the association to a stock association or to convert the mutual savings and loan holding company to a stock savings and loan holding company.

2. Such additional information pertaining to the plan of conversion as the division may require.

(2) Approval of plan of conversion; standards. The division may approve a plan of conversion under this section if the division finds that the plan meets all of the following conditions:

(a) The plan of conversion is fair and equitable to all savers in a converting association or to all savers in each subsidiary association of a converting mutual savings and loan holding company.

(b) The plan protects the interest of depositors and owners of savings accounts of the prospective stock association or of each subsidiary association of the prospective stock savings and loan holding company.

(c) The plan complies with any other standard which the division may promulgate by rule as in the public interest.

(d) The plan does not permit members of the board of directors to acquire stock in the converting association under terms that are different from the terms offered to depositors, except that a director who is an employee may participate in any tax qualified retirement plan acquiring stock in the converting association.

(3) Certificate of conversion; effective date. The division may issue a certificate of conversion from a mutual association to a stock association or from a mutual savings and loan holding company to a stock savings and loan holding company if the division determines the plan of conversion has been implemented as approved and the association or holding company has complied with this section and any conditions to the approval. The date specified in the certificate is the effective date of conversion. The certificate shall be recorded with the register of deeds in the county where the home office of the association or the registered office of the holding company is located.

(4) Retention of directors. Unless the plan of conversion provides otherwise, the directors of the converted mutual association or the converted mutual savings and loan holding company shall continue to serve as directors of the stock association or stock savings and loan holding company for the duration of the term to which they were elected.

(5) Continuation of corporate existence after conversion; assumption of privileges and obligations.

(a) Upon conversion of a mutual association or mutual savings and loan holding company under this section, the legal existence of the association or holding company shall not terminate. The stock association shall be a continuation of the mutual association and the stock savings and loan holding company shall be a continuation of the mutual savings and loan holding company. All property of the mutual association or mutual savings and loan holding company and every right, privilege, interest and asset of every conceivable value or benefit then existing or pertaining to it, or which would inure to it, shall immediately, without any conveyance, transfer or further act, remain and vest in the stock association or stock savings and loan holding company. The stock association or stock savings and loan holding company shall have, hold and enjoy the same in its own right as fully and to the same extent as the same was possessed, held and enjoyed by the mutual association or mutual savings and loan holding company.

(b) The stock association or stock savings and loan holding company resulting from a conversion under this section shall continue to have and succeed to all the rights, obligations and relations of the mutual association or mutual savings and loan holding company. No pending action or judicial proceeding to which the mutual association or mutual savings and loan holding company is a party shall be abated or discontinued by reason of the conversion. Such an action or proceeding may be prosecuted to final judgment, order or decree in the same manner as if the conversion had not been made, and the stock association or stock savings and loan holding company resulting from the conversion may continue the action in its corporate name as a mutual association or mutual savings and loan holding company. Any judgment, order or decree may be rendered for or against the stock association or stock savings and loan holding company that might have been rendered for or against the mutual association or mutual savings and loan holding company previously involved in the proceedings. Each owner of a savings account in the mutual association or a subsidiary association of the mutual savings and loan holding company continues ownership of the account in the stock association or the subsidiary association of the stock savings and loan holding company under the same terms applicable to the account prior to conversion.

(6) Reserved authority. The division may issue rules governing the conversion of a mutual association or mutual savings and loan holding company, including:

(a) Procedural rules.

(b) The fixing of a record date or dates for determining the respective rights of owners of savings accounts.

(c) Provisions of the plan of conversion and the restated articles of incorporation.

(d) Voting rights.

(e) The composition, qualification and experience of principal officers and directors.

(f) Voting trust agreements.

(g) Employment contracts.

(h) The disposition, if any, of retained earnings.

(i) The distribution, issuance, sale and subscription of capital stock and additional paid-in capital.

(j) Any other requirement for converting a mutual association to a stock association or a mutual savings and loan holding company to a stock savings and loan holding company.

History: 1975 c. 359, 421; 1983 a. 167, 538; 1989 a. 242; 1995 a. 27, 104.