(1) In this chapter: (a) “Affiliate” means a company that controls, is controlled by or is under common control with a savings bank. (c) “Bank” means a commercial bank chartered by the U.S. comptroller of the currency or organized under ch. 221. (d) “Branch office” means a place of business, other than the home office, where the business of the savings bank is conducted. “Branch office” does not include a remote service unit, a limited office or an extended office. (e) “Capital” includes net worth, paid-in-surplus, capital stock equity, undivided profits, earnings and other forms of capital considered to be qualifying capital by a deposit insurance corporation. (g) “Deposit account” means any monetary interest that a depositor maintains in a savings bank, including a demand, time, money market, savings, certificate or negotiable order of withdrawal account. (h) “Deposit insurance corporation” means the federal deposit insurance corporation or other instrumentality of or corporation chartered by the United States that is supported by the full faith and credit of the U.S. government as stated in a congressional resolution. (ig) “Director” means a member of a board of directors of a savings bank. “Director” does not include an advisory director, honorary director, director emeritus, or similar person, unless the person is otherwise performing functions similar to those of a director. (im) “Division” means the division of banking. (ip) “Extended office” means a place of business located within 1,000 feet of a home office or a branch office of the same savings bank. (jg) “Fiduciary” means a trustee, personal representative, guardian, agent, receiver, trustee in bankruptcy, assignee for creditors, or any holder of a similar position of trust. (jn) “Financial institution” means a bank, a savings bank, a savings and loan association, a trust company, or a credit union, whether chartered under the laws of this state, another state or territory or under the laws of the United States. (k) “Geographic area” means the states of Illinois, Indiana, Iowa, Kentucky, Michigan, Minnesota, Missouri and Ohio. (L) “Home office” means the office of the savings bank that is designated as such in its bylaws. (m) “Impairment” means a condition in which the aggregate appraised value of the savings bank’s assets is less than the aggregate amount of the savings bank’s deposit accounts and liabilities to other creditors and the aggregate value of its stock. (p) “Interest” means dividends, earnings, interest, return or rate of return paid on a deposit account. (pm) “Investment” includes consumer, residential, agricultural and commercial loans, purchases of corporate debentures, securities, bonds and joint venture shares, and purchases of mutual fund shares subject to the rules of the division. (q) “Limited office” means a place of business at which a savings bank provides lending and other services, but at which a savings bank may not accept deposits except through a remote service unit. (qm) “Marketable investment securities” means investment grade marketable obligations evidencing indebtedness of any person in the form of bonds, notes or debentures, rated in one of the 4 highest categories by at least one nationally recognized rating service and of a type customarily sold on recognized exchanges or traded over the counter, but does not include stocks. (r) “Net profit” means the remainder of all earnings from current operations plus actual recoveries on loans, investments and other assets after deducting all current expenses, including interest on deposit accounts, additions to reserves that are required by the division, actual losses, accrued dividends on preferred stock and all state and federal taxes. (rm) “Person” includes an individual, corporation, limited liability company, partnership, joint venture, trust, estate, governmental entity or unincorporated association. (s) “Principal place of business” means the state in which the total deposits of a savings bank, or of a savings bank holding company from all offices of all subsidiaries, are the greatest as shown by the most recent reports of condition filed with a state or federal regulatory authority. (sm) “Remote service unit” means a terminal or other facility or installation, attended or unattended, which is not located at the home office or at another office of a savings bank and through which customers and savings banks may engage, by means of either the direct transmission of electronic impulses to and from a savings bank or the recording of electronic impulses or other indicia of a transaction for delayed transmission to a savings bank, in transactions which are incidental to the conduct of the business of a savings bank and which are otherwise permitted by law. “Remote service unit” includes all equipment, regardless of location, that is interconnected with a remote service unit and that is necessary to transmit, route and process electronic impulses in order to enable the remote service unit to perform any function for which it is designed. (sr) “Review board” means the banking institutions review board. (t) “Savings bank” means a financial institution organized under this chapter. (tm) “Savings bank holding company” means a company that directly or indirectly, or acting in concert with one or more other persons or through one or more subsidiaries, owns, controls, or holds with power to vote, or holds proxies representing more than 25 percent of the voting shares or rights of a savings bank or savings bank holding company or controls in any manner whether by the holding of proxies or otherwise, the election of a majority of the directors of a savings bank or savings bank holding company. (u) “Service corporation” means a corporation that is more than 50 percent owned by one or more savings banks, or by savings banks and other financial institutions, whose purposes are reasonably incident to the accomplishment of the express or incidental powers conferred upon savings banks by this chapter. (um) “Subsidiary” means a company that is controlled by a person or by a company. (v) “Value” means the present worth of all rights to future benefits arising from ownership. (2) Any of the following persons shall be considered to be a person affiliated with a savings bank: (a) A director, officer or controlling person of a savings bank. (b) A spouse of a director, officer or controlling person of a savings bank. (c) A member of the immediate family of a director, officer or controlling person of a savings bank, who has the same home as that person or who is a director or officer of any subsidiary of the savings bank or of any holding company affiliate of the savings bank. (d) A corporation or organization, other than the savings bank or a corporation or organization through which the savings bank operates, of which a director, officer or controlling person of the savings bank is any of the following: 1. Chief executive officer, chief financial officer or a person performing similar functions. 2. A general partner. 3. A limited partner who, directly or indirectly either alone or with a spouse and the members of the person’s immediate family who are also affiliated persons, owns an interest of 10 percent or more in the partnership, based on the value of the person’s contribution, or who, directly or indirectly with other directors, officers and controlling persons and their spouses and their immediate family members who are also affiliated persons, owns an interest of 25 percent or more in the partnership. 4. A person who, directly or indirectly either alone or with a spouse and the members of the person’s immediate family who are also affiliated persons, owns or controls 10 percent or more of any class of equity securities or owns or controls, with other directors, officers and controlling persons of the savings bank and their spouses and their immediate family members who are also affiliated persons of the savings bank, 25 percent or more of any class of equity securities. (3) (a) A person is considered to have control of a savings bank, savings bank subsidiary, affiliate or savings bank holding company if the person, acting alone or in concert with one or more persons, owns, holds, or directs with power to vote or holds proxies representing, 10 percent or more of the voting shares or rights of a savings bank, savings bank subsidiary, affiliate or savings bank holding company; or has the ability to achieve in any manner the election or appointment of a majority of the directors of a savings bank, savings bank subsidiary, affiliate or savings bank holding company. (b) A person shall not be considered to have control of a savings bank or savings bank holding company because of any of the following: 1. Ownership or control of shares in a fiduciary capacity arising in the ordinary course of its business. 2. Ownership or control of shares acquired in connection with its underwriting of securities that are held only for that period of time that will permit the sale of the shares upon a reasonable basis. 3. Holding shares as collateral taken in the ordinary course of securing a debt or other obligation. 4. Ownership or control of shares acquired in the ordinary course of collecting a debt or other obligation previously contracted for in good faith, until 2 years after the date acquired. 5. Voting rights acquired in the course of a proxy solicitation in the case of a company formed and operated for the sole purpose of participating in a proxy solicitation. 6. Voting rights acquired by proxy if the proxies are obtained from depositors and the proxies are voted as directed by a majority of the board of directors of the savings bank or savings bank holding company, or of a committee of directors if the committee’s composition and powers may be revoked by a majority vote of the board of directors.
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