Wisconsin Statutes 215.53 – Absorption involving mutual associations
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Terms Used In Wisconsin Statutes 215.53
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Following: when used by way of reference to any statute section, means the section next following that in which the reference is made. See Wisconsin Statutes 990.01
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Person: includes all partnerships, associations and bodies politic or corporate. See Wisconsin Statutes 990.01
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
- Property: includes real and personal property. See Wisconsin Statutes 990.01
- Year: means a calendar year, unless otherwise expressed; "year" alone means "year of our Lord". See Wisconsin Statutes 990.01
(1) Conditions precedent.
215.53(1)(a) (a) With the consent of the division and subject to any condition that the division prescribes, a mutual association organized under this chapter may, by an affirmative vote of at least two-thirds of the board of each institution, do any of the following:
1. Absorb or be absorbed by any thrift institution.
4. Absorb a mutual savings and loan holding company or mutual savings bank holding company under a plan, approved by the division, that provides that the mutual savings and loan holding company or mutual savings bank holding company ceases to engage in activities that the absorbing association may not engage in and that provides that stock in a subsidiary association that is not held by the absorbed mutual savings and loan holding company or mutual savings bank holding company is redeemed.
(b) The absorbed thrift institution, mutual savings and loan holding company or mutual savings bank holding company shall transfer its assets and liabilities to the absorbing thrift institution but not to defeat or defraud creditors.
(2) Effect of absorption.
(a) All the rights, franchises and property interests of the absorbed thrift institution or, subject to sub. (1) (a) 4., of the absorbed mutual savings and loan holding company or mutual savings bank holding company shall be deemed to be transferred to the absorbing thrift institution, which shall hold and enjoy same and all rights of property, franchises and interest in the same manner and to the same extent as was held and enjoyed by the absorbed thrift institution, mutual savings and loan holding company or mutual savings bank holding company. Except as provided in s. 215.01 (17), the savers of the absorbed thrift institution or of a subsidiary of an absorbed mutual savings and loan holding company or mutual savings bank holding company shall be members of the absorbing thrift institution or, if the absorbing thrift institution is a subsidiary of a mutual savings and loan holding company, members of the mutual savings and loan holding company, and possess and be subject to all rights, privileges and duties as provided in the bylaws of the absorbing thrift institution or mutual savings and loan holding company.
(b) Stockholders of a thrift institution absorbed under this section may be compensated by converting the shares of the absorbed thrift institution into, in whole or in part: obligations or other securities of the absorbing thrift institution or shares, obligations or other securities of any other thrift institution or corporation; or cash or other thing of value.
(3) Withdrawal requests. Any saver in an absorbed thrift institution or in a subsidiary of an absorbed mutual savings and loan holding company or mutual savings bank holding company, who intends to file a written withdrawal request for savings accounts within one year after the date of approval of such absorption by the division, may do so by giving 90 days’ written notice of such intention, and the savings accounts shall be withdrawn as provided in s. 215.17. Any person who has filed such written withdrawal request shall remain a member and be subject to all rights, privileges and duties under this chapter and the bylaws and the rules and regulations of the absorbing thrift institution or, if the absorbing thrift institution is a subsidiary of a mutual savings and loan holding company, of the mutual savings and loan holding company, until the withdrawal value of the savings accounts has been paid to the person.