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.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
214.025 - Insurance of accounts.
214.04 - General corporate powers.
214.045 - Status as internal revenue service qualified thrift lender.
214.07 - Authorized activities.
214.085 - Reporting requirements.
214.095 - Reorganization as a holding company.
214.155 - In-state institutions.
214.16 - In-state holding companies.
214.165 - Regional institutions and regional holding companies.
214.175 - Condition on acquisition.
214.18 - Standards for disapproval.
214.19 - Branching not limited.
214.195 - Subchapter severability.
214.24 - Application for permission to organize.
214.245 - Content of application to organize.
214.25 - Articles of incorporation.
214.265 - Temporary organization and capital subscriptions.
214.27 - Completion of organization.
214.305 - Annual and special meetings.
214.315 - Quorum for annual or special meetings.
214.325 - Record date for voting and other purposes.
214.34 - Bonds of officers and directors.
214.345 - Conduct of directors and officers.
214.37 - Access to books and records; communication with members and stockholders.
214.405 - Evidence of capital.
214.41 - Capital stock; nature.
214.42 - Retirement or reduction of capital stock.
214.44 - Loans or discounts on capital stock.
214.485 - Investment in loans.
214.495 - Lien priority; advances.
214.50 - General loan contract provisions.
214.502 - Nonconforming loans.
214.505 - Modification agreements.
214.507 - Customer access to credit reports.
214.51 - Sale, assignment, and servicing of loans and contracts.
214.515 - Purchase of real estate at forced sale.
214.52 - Purchase of real estate for office and rental purposes.
214.53 - Effect of unauthorized investments.
214.54 - Loans to one borrower.
214.575 - Deposit accounts subject to liens.
214.585 - Holders of deposit accounts.
214.59 - Prohibited activities.
214.592 - Financially related services tie-ins.
214.595 - Savings promotion prize programs.
214.62 - Merger; adoption of plan.
214.625 - Merger; stockholder vote of approval.
214.65 - Procedure to effect sale of all assets.
214.655 - Authority to form interim institution.
214.66 - Conversion of an existing institution to a savings bank.
214.67 - Emergency sale of assets.
214.675 - Acquisition of control.
214.68 - Jurisdictional conversion.
214.685 - Organizational conversion of mutual savings bank to stock savings bank.
214.715 - Powers of the division.
214.72 - Prohibited business relationships.
214.74 - Orders of the division.
214.745 - Division's notice to members or stockholders.
214.75 - Record keeping and retention.
214.755 - Disclosure of examination reports and other records.
214.76 - Annual audit requirement.
214.765 - Unsafe and unsound practices; orders of prohibition and removal.
214.772 - Foreign savings banks.
214.775 - Procedure upon the impairment of capital.
214.785 - Review of acts, orders or determinations.
214.82 - Division's authority to take custody and appoint a conservator or a receiver.
214.825 - Purposes of taking custody.
214.83 - Division's powers during custody.
214.835 - Custody of savings banks.
214.84 - Notice of custody; action to enjoin.
214.845 - Segregation of collections during custody.
214.85 - Redelivery of possession.
214.855 - Limitations upon custody.
214.90 - Action to correct conditions.
214.905 - Books and records corrective orders.
214.91 - Removal and prohibition authority.
214.915 - Participation prohibition.
214.92 - Effect of termination or resignation.
214.925 - Unauthorized participation by convicted individual.