1995 Wisconsin Act 27

27,6104 Section 6104 . 221.04 (3e) (b) of the statutes is amended to read:

221.04 (3e) (b) A bank that intends to become a member of the federal home loan bank shall give the commissioner of banking division written notice of its intention to apply for membership. The commissioner division may prohibit a bank from becoming a member if the bank's capital and undistributed surplus is less than the amount required for that bank or if the commissioner division finds that the bank is in an unsafe or unsound condition. The commissioner division shall have 30 days after the date on which the notice is received to issue a prohibition under this paragraph. The commissioner division may extend the time for issuing a prohibition up to 30 additional days if the commissioner division notifies the bank before the initial 30-day period expires that the commissioner division is extending the time limit.

27,6105 Section 6105 . 221.04 (4) (a) of the statutes is amended to read:

221.04 (4) (a) Any bank may, with the approval of the commissioner of banking division, invest an amount not exceeding in the aggregate 15% of its paid-in capital stock and surplus in one or more corporations principally engaged in international or foreign banking, or banking in dependencies or insular possessions of the United States organized pursuant to ss. 611-631 of Title 12 of the United States Code, and any bank may also invest with the approval of the commissioner of banking division an amount not exceeding in the aggregate 10% of its paid-in capital stock and surplus in the stock of one or more corporations principally engaged in international or foreign financial operations other than banking as well as such financial operations in dependencies or insular possessions of the United States organized pursuant to said ss. 611-631 of Title 12 of the United States Code.

27,6106 Section 6106 . 221.04 (4) (b) of the statutes is amended to read:

221.04 (4) (b) Any bank having loans secured by real estate mortgage may with the approval of the commissioner of banking division sell all or any portion of them to the federal national mortgage association, or any successor thereof, and in connection therewith make payments of any capital contributions, required pursuant to law, in the nature of subscriptions for stock of the federal national mortgage association or any successor thereof, receive stock evidencing such capital contributions and hold or dispose of such stock.

27,6107 Section 6107 . 221.04 (4h) of the statutes is amended to read:

221.04 (4h) Stock in bank-owned banks. Any bank holding company, subject to the limitations in s. 221.58 (7), or any bank may, with the approval of the commissioner division, acquire and hold stock in an aggregate amount not exceeding 10% of its capital and surplus, in one or more banks chartered under s. 221.57 or in one or more bank holding companies wholly owning a bank chartered under s. 221.57.

27,6108 Section 6108 . 221.04 (4m) of the statutes is amended to read:

221.04 (4m) Stock in agricultural credit corporation. Any bank may invest, with the approval of the commissioner of banking division, in an agricultural credit corporation. Unless a bank owns at least 80% of the stock of the agricultural credit corporation, the amount which it invests in the corporation shall not exceed 20% of the bank's paid-in capital stock and surplus.

27,6109 Section 6109 . 221.04 (5) of the statutes is amended to read:

221.04 (5) (title) Information to commissioner division; stock holdings. Every such bank investing in the capital stock of banks or corporations as provided herein shall be required to furnish information concerning the condition of such banks or corporations to the commissioner division upon demand. If at any time the commissioner division shall ascertain or believe that any regulations prescribed by the commissioner division with reference to such business are not being complied with, said commissioner the division is hereby authorized and empowered to institute an investigation of the matter in order to satisfy the commissioner division as to the actual nature of the transactions referred to. Should such investigation result in establishing the failure of the corporation in question, or of the bank or banks which may be stockholders therein, to comply with the regulations laid down by the said commissioner division, such bank or banks may be required to dispose of stock holdings in said corporation upon reasonable notice.

27,6110 Section 6110 . 221.04 (6) of the statutes is amended to read:

221.04 (6) Trust powers. When thereto authorized by the commissioner division, and if and after it shall have in good faith complied with all requirements of law and fulfilled all the conditions precedent to the exercise of such powers imposed by law upon trust company banks, any state bank may act as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver, committee of estates of lunatics persons who are mentally ill or developmentally disabled, and in any other fiduciary capacity in which trust company banks are permitted to act. Any state bank so authorized by the commissioner division shall comply with s. 223.02 before exercising such authority and shall be thereupon entitled to the same exemption as to making and filing any oath or giving any bond or security as is conferred on trust company banks by s. 223.03 (8). With its application for permission to exercise fiduciary powers under this subsection, a state bank shall submit to the commissioner division a fee of $1,000. In passing upon application for permission to exercise such fiduciary powers, the commissioner division may take into consideration the amount of capital and surplus of the applying bank, whether or not such capital and surplus is sufficient under the circumstances, the needs of the community to be served, and any other facts and circumstances that seem to him may be material, and may grant or refuse the application accordingly; provided, that no special authorization shall be issued to any such bank having a capital less than the capital from time to time required by law of a national bank exercising fiduciary power in the same place. If satisfied that such bank has in good faith complied with all the requirements of law and fulfilled all the conditions precedent to the exercise of such powers imposed by law, the commissioner division may, within 6 months after the date on which the application of such bank was filed, issue under his or her hand and official seal, in triplicate, a special authorization certificate to such bank. Such certificate shall state that the bank named therein has complied with the provisions of law applicable to banks exercising fiduciary powers, and is authorized to exercise the same. One of the triplicate special authorization certificates shall be transmitted by the commissioner division to the bank thereby authorized to exercise fiduciary powers; another shall be filed and recorded in the office of the commissioner with the division, and the 3rd shall be recorded at the expense of such bank in the office of the register of deeds of the county in which such bank is located. In the conduct of its business under or in connection with such authorization to exercise fiduciary powers every bank so authorized shall comply with and be governed by all the provisions of law from time to time applicable to individuals acting in a similar capacity.

27,6111 Section 6111 . 221.04 (6m) of the statutes is amended to read:

221.04 (6m) Trust service offices. Any state bank exercising trust powers may, with the approval of the commissioner of banking division, establish and maintain a trust service office at any office in this state of any other state or national bank. Any state bank may, with the approval of the commissioner division, permit any other state or national bank exercising trust powers or any trust company bank organized under ch. 223 to establish and maintain a trust service office at any of its banking offices. The establishment and operation of such trust service offices shall be subject to s. 223.07. This subsection does not authorize branch banking.

27,6112 Section 6112 . 221.04 (7) of the statutes is amended to read:

221.04 (7) Sale of U.S. bonds. Any state bank or trust company bank may, by resolution of its board of directors authorizing such action, act whenever designated by the secretary of the treasury of the United States or by any other instrumentality of the United States, as agent for said secretary of the treasury or other instrumentality of the United States in the sale of bonds or other obligations of the United States or in such other matters as said secretary of the treasury or other instrumentality of the United States may designate. Any of said institutions may enter into such contracts, incur such obligations or make such investment or pledge of its assets and generally do and perform all such acts and things whatsoever as may be necessary or appropriate in order to exercise the powers hereby granted. Provided, however, that any state bank or trust company bank may exercise such powers only upon express approval previously granted by the commissioner of banking division, and in such manner and to such extent as the commissioner division may approve, and with such limitations upon the exercise of those powers as the commissioner division may impose.

27,6113 Section 6113 . 221.041 (5) of the statutes is amended to read:

221.041 (5) Any bank may cause to be performed, by contract or otherwise, any bank services for itself, whether on or off its premises, provided assurances satisfactory to the commissioner of banking division are furnished to the commissioner division by both the bank and the party performing the services that the performance thereof will be subject to regulation and examination by the commissioner division to the same extent as if such services were being performed by the bank itself on its own premises.

27,6114 Section 6114 . 221.045 (1) of the statutes is amended to read:

221.045 (1) Whenever the term “capital" as distinguished from the term “capital stock" is used in any law of this state relating to banking, it shall mean and include the capital stock and preferred stock of a bank and the outstanding capital notes and debentures legally issued and sold by such bank exclusive of Class “B" capital notes and debentures as classified by the commissioner of banking division. The “capital" of any such bank may be deemed to be unimpaired when the amount of such capital notes and debentures as represented by cash or sound assets or the amount of such preferred stock, or both such notes and debentures and such preferred stock, equals or exceeds the impairment of the “capital stock" as found by the commissioner division.

27,6115 Section 6115 . 221.046 (1) of the statutes is amended to read:

221.046 (1) Any state bank or trust company bank may by the action of its board of directors issue and sell its capital notes or debentures of one or more classes in the amount, in the form, with the maturity and conferring the rights and privileges upon the holders of them as the board determines, except that no issuance or sale may be made unless approved by the commissioner of banking division.

27,6116 Section 6116 . 221.046 (2) of the statutes is amended to read:

221.046 (2) Before any such capital notes or debentures are retired or paid by the bank, any existing deficiency of its capital, disregarding the notes and debentures to be retired, must be paid in cash or in assets acceptable to the commissioner of banking division, so that the sound capital assets shall at least equal the capital stock of the bank.

27,6117 Section 6117 . 221.047 (title) of the statutes is amended to read:

221.047 (title) Banks may issue preferred stock; approval of commissioner; restrictions.

27,6118 Section 6118 . 221.047 (1) of the statutes is amended to read:

221.047 (1) Except as provided in sub. (2), any bank organized under the laws of this state may by provision in its original articles, or by amendment thereto, adopted by a two-thirds vote of the stock having voting power, upon not less than 10 days' notice given by registered mail pursuant to action taken by the board of directors, and subject to the approval of the commissioner division, issue preferred stock of one or more classes, in such amount and with such par value as may be approved by said commissioner the division; provide subject to the approval of the commissioner division, for payment of dividends on such preferred stock at a specified rate before dividends are paid upon the capital stock; for the cumulation of such dividends; for a preference of such preferred stock over the capital stock in the distribution of the corporate assets; for the conversion of such preferred stock into capital stock; for the redemption of such preferred stock and for denying or restricting the voting power of such preferred stock.

27,6119 Section 6119 . 221.047 (4) of the statutes is amended to read:

221.047 (4) No change in relation to such preferred stock shall be made except by amendment to the articles adopted by a vote of two-thirds of the preferred stock and two-thirds of the capital stock, and subject to the approval of the commissioner division.

27,6120 Section 6120 . 221.05 of the statutes is amended to read:

221.05 Prohibition to transact business. No bank shall transact any business, except such as is incidental or necessarily preliminary to its organization until it has been regularly authorized by the commissioner of banking division to commence the business of banking.

27,6121 Section 6121 . 221.06 (intro.) of the statutes is amended to read:

221.06 Authority to commence business. (intro.) Whenever, within a reasonable time as determined by the commissioner of banking division from the date of the filing of the articles of incorporation, a bank organizing under this chapter has complied with all provisions of the law, and has adopted bylaws approved by the commissioner of banking division, and has provided itself with suitable banking quarters, and has supplied the necessary books, forms, stationery, furniture and equipment for the proper and orderly transaction of the business of banking, it shall give notice in writing to the commissioner division that it is so prepared, and the commissioner division shall make or cause to be made an examination.

27,6122 Section 6122 . 221.06 (1) of the statutes is amended to read:

221.06 (1) If such examination satisfies the commissioner division that such bank has complied with all provisions of the law, that the stock subscriptions have been fully paid in lawful money, and it appears that such bank is lawfully entitled to commence business, the commissioner division shall forthwith give such bank a certificate of authority under the commissioner's hand and official seal that such bank is authorized to commence business. The certificate of authority to commence business shall constitute the charter of the bank and shall be given a charter number by the commissioner division.

27,6123 Section 6123 . 221.06 (2) of the statutes is amended to read:

221.06 (2) If the commissioner division has reason to believe that the stockholders have formed the corporation for any other than the legitimate business contemplated by this chapter, or that any of the facts stated in the declaration are untrue, or that other reasons exist, which would make the opening of the bank injurious to the public interest, the commissioner division may, with the advice and consent of the attorney general, withhold the certificate herein mentioned.

27,6124 Section 6124 . 221.07 of the statutes is amended to read:

221.07 Publication of certificate. The bank shall cause the certificate issued hereunder to be published as a class 1 notice, under ch. 985, in the city, village or town where the bank is located. Such notice shall be published within 15 days of the issuing of the certificate. Proof of publication shall be filed with the commissioner of banking division. In the event of any bank failing to comply with the provisions of this section the commissioner division shall cause the notice to be published and the bank shall be liable for the expense thereof, and in addition thereto such bank shall be subject to a penalty of $100, which amount shall be collected by the commissioner division, and when recovered shall be paid into the state treasury.

27,6125 Section 6125 . 221.08 (3) of the statutes is amended to read:

221.08 (3) In the first instance, the directors shall be elected at the meeting held before the bank is authorized to commence business by the commissioner of banking division, and afterwards at the annual meeting of the stockholders which shall be held at a time established in the bylaws. Beginning with the annual meeting held in 1990, the bank shall include with each notice of an annual meeting delivered to shareholders copies for the 2 preceding fiscal years of the bank's balance sheets, statements of profit and loss and reconcilements of the bank's loan loss reserve. If for any reason an election is not had at that meeting, it may be held at a subsequent meeting called for that purpose, of which due notice shall be given as provided in the bylaws.

27,6126 Section 6126 . 221.08 (9) of the statutes is amended to read:

221.08 (9) The board of directors shall meet at least once each month. At the monthly meeting they shall generally investigate the affairs of the bank and determine whether the assets are of the value at which they are carried on the books of the bank. The directors shall name a loan committee of 3 or more of its members, a majority of whom shall be other than active executives, except in 1st or 2nd class cities, or except when a majority of the directors are actively engaged in the bank's management. The committee shall meet at least once each month and shall determine policies as to renewals and applications for new loans. Any director who is found to be lax in attendance may be removed by the commissioner division and the vacancy shall be filled within a reasonable time as the commissioner division may direct.

27,6127 Section 6127 . 221.09 (1) (intro.) of the statutes is amended to read:

221.09 (1) (intro.) After receipt by the board of directors of a bank of each report of examination of the bank by the office of the commissioner division, the board or an examining committee appointed under sub. (2), unless the commissioner division requires response by the board as provided in s. 220.05 (5), shall do all of the following:

27,6128 Section 6128 . 221.09 (5) of the statutes is amended to read:

221.09 (5) The board of directors shall transmit the report prepared under sub. (1) (b) and the acknowledgments prepared under sub. (3) to the office of the commissioner division within 45 days after receipt by the board of each report of examination under sub. (1) (intro.).

27,6129 Section 6129 . 221.12 of the statutes is amended to read:

221.12 Articles may be amended. A bank may amend its articles of incorporation in any manner not inconsistent with law, at any time, by a vote of its stockholders representing two-thirds of the capital stock taken at a meeting called for that purpose. The bank shall submit the amendment to the commissioner of banking division. The amendment is not effective unless approved by the commissioner division. The amendment may provide for a change of location of the bank. The amendment may provide for a change of the location of a parent bank to the location of a branch of the parent bank and a change of the location of a branch of the parent bank to the location of the parent bank if the change is first approved by the commissioner division upon application. The amendment, certified by the president or cashier, and setting forth the volume and page of recording in the office of the register of deeds of the original articles of incorporation, shall be recorded as required for articles of incorporation. No increase of the capital shall be valid until the amount of the increase has been subscribed and actually paid in. The entire surplus fund of a bank, or as much as may be required, may be declared and paid out as a stock dividend to apply on, and be converted into, an increase of capital. No reduction of capital shall be made to a less amount than is required under this chapter for capital, nor be valid or warrant the cancellation of stock certificates or diminish the personal liability of stockholders, until the reduction has been approved by the commissioner division. No reduction may be effected in any other way than by a proportional reduction of all outstanding shares unless approved by the commissioner division. The approval may be given only when the commissioner division is satisfied that the reduction of the capital is in the best interests of the depositors.

27,6130 Section 6130 . 221.14 (1) of the statutes is amended to read:

221.14 (1) Real estate necessary for the convenient transaction of its business, including with its banking offices other facilities to rent as source of income. No bank may invest in a banking office, including facilities connected with the office, together with furniture, equipment and fixtures, or become liable for it in a sum exceeding 60% of its capital and surplus; but in lieu of this it may invest, with the approval of the commissioner of banking division, an amount not to exceed 40% of its capital and surplus in the stocks, bonds or obligations of a bank building corporation. Any bank not owning its banking offices may not invest in furniture, equipment and fixtures a sum exceeding 20% of its capital and surplus.

27,6131 Section 6131 . 221.14 (4s) of the statutes is amended to read:

221.14 (4s) Real estate used as an attended or unattended remote facility for paying and receiving only. Remote facilities may be established only with specific approval by the commissioner division. The authority under this subsection is in addition to the authority to establish facilities that are attached to or a part of a bank or a branch bank. After July 31, 1989, and before February 1, 1990, a bank may inform the commissioner division in writing that it is converting a remote facility existing on August 1, 1989, into a branch bank, specifying the effective date of the conversion. An application fee is not required for a conversion under this subsection.

27,6132 Section 6132 . 221.14 (5) of the statutes is amended to read:

221.14 (5) Real estate purchased and held, subject to the approval of the commissioner of banking division, for the purpose of providing needed housing accommodations for its essential employes who are relocated by the bank, including purchasing the former residence of the relocated, essential employe.

27,6133 Section 6133 . 221.14 (6) of the statutes is amended to read:

221.14 (6) No real estate acquired under sub. (2), (3) or (5) may be held for a longer time than 5 years, unless an extension is granted by the commissioner division. If the extension is not granted, it must be sold at a private or public sale within one year thereafter. Nothing in this section may be construed to prevent a bank from lending moneys upon real estate security as provided by law. Real estate shall be conveyed under the corporate seal of the bank, and the hand of the president or vice president and cashier or assistant cashier.

27,6134 Section 6134 . 221.15 (1) of the statutes is amended to read:

221.15 (1) Every bank shall make to the commissioner of banking division not less than 2 reports during each calendar year, at such times as the said commissioner division shall require the same, according to the forms which the commissioner division shall prescribe and furnish. Such forms shall conform as nearly as practicable to that now required of national banks, including the schedules.

27,6135 Section 6135 . 221.15 (3) of the statutes is amended to read:

221.15 (3) Such report shall exhibit in detail and under proper heads, the resources and liabilities of the bank at the close of the business of any past day specified by the commissioner division, and shall be transmitted to the commissioner division within 30 days after the receipt of request therefor from the commissioner division.

27,6136 Section 6136 . 221.15 (4) of the statutes is amended to read:

221.15 (4) The most recent report filed under sub. (1) as of the last business day of the 4th calendar quarter shall be published by the bank as a class 1 notice, under ch. 985, where the bank is located, in the condensed form as the commissioner division prescribes. Each bank shall maintain proof of publication of the report.

27,6137 Section 6137 . 221.15 (6) of the statutes is amended to read:

221.15 (6) When requested by the commissioner division, any bank shall report to the commissioner on call by the commissioner, division a list of its stockholders, their residences, and the amount of stock held by each, which report shall be signed and verified by the oath or affirmation of one of the officers of said bank.

27,6138 Section 6138 . 221.15 (7) of the statutes is amended to read:

221.15 (7) The commissioner division shall also have the power to call for special reports from any bank whenever in the commissioner's division's judgment the same is necessary to inform the commissioner division fully of the condition of such bank.

27,6139 Section 6139 . 221.16 of the statutes is amended to read:

221.16 One hundred dollars per day forfeiture. Every bank failing to make and transmit to the commissioner of banking division any of the reports or proofs of publication as required by this chapter shall be subject, at the discretion of the commissioner division, to a forfeiture of $100 for each day after the time required for making such reports. Whenever any bank fails or refuses to pay the forfeiture herein imposed for a failure to make and transmit such report, the commissioner division is hereby authorized to institute proceedings for the recovery of such forfeiture.

27,6140 Section 6140 . 221.18 of the statutes is amended to read:

221.18 Inspection; refusal to permit; action to dissolve; prosecutions. Whenever any officer in charge of a bank refuses to submit the books, papers and concerns of such bank to the inspection of the commissioner of banking, the commissioner's deputy, or examiner appointed hereunder, division or refuses to be examined on oath touching the concerns of the bank, the commissioner division may inform the attorney general. The department of justice shall then institute an action to procure a judgment dissolving such corporation. In order to carry out this section the commissioner division may commence and maintain in the commissioner's division's name as commissioner of banking any and all actions necessary or proper to enforce this section.

27,6141 Section 6141 . 221.19 of the statutes is amended to read:

221.19 Prosecutions. In order to carry out ss. 220.07, 220.08 and 221.18, the commissioner of banking division may commence and maintain in the commissioner's division's name any and all actions necessary or proper to enforce any of said sections.

27,6142 Section 6142 . 221.205 of the statutes is amended to read:

221.205 Banks; disciplinary provisions. Whenever the commissioner of banking division shall have or receive information causing the commissioner division to believe that any bank, trust company bank, or any other corporation, limited liability company or association in respect to whose affairs or any part thereof the commissioner division has any supervision or control under the law, or any officer, employe, member or manager thereof has been guilty of a violation of any of the provisions of law or regulations or orders in execution thereof which subjects any such corporation, limited liability company or association or person to prosecution for a criminal offense or for recovery of penalty under the law, the commissioner division shall bring such facts and information to the attention of the banking review board with the commissioner's division's recommendation in writing as to action to be taken. Said banking review board shall, if in its judgment probable cause exists for believing that a criminal offense has been committed, or a penalty incurred, call the facts and information to the attention of the attorney general whose duty it shall be to cause prosecution or other action to be instituted if in the attorney general's judgment the facts warrant. Nothing herein contained shall be deemed to prevent the institution of any prosecution by any district attorney of this state with or without any advice or act on the part of the attorney general. Nothing herein contained shall preclude the commissioner of banking division, in any case where the commissioner division deems it important to act immediately, from causing any arrest and prosecution where the commissioner division is satisfied that there is reason to believe the offense has been committed and that prosecution should be immediately commenced.

27,6143 Section 6143 . 221.21 of the statutes is amended to read:

221.21 When organized as national bank. Any bank organized under this chapter may reorganize under the laws of the United States as a national bank. As soon as such bank shall have obtained the certificate from the comptroller of the currency, authorizing it to commence business under the United States banking law, such reorganized bank shall take and hold all of the assets, real and personal, of such bank organized under this chapter, subject to all liabilities existing against said bank organized under this chapter at the time of such reorganization, and shall immediately notify the commissioner of banking division of such reorganization and transfer.

27,6144 Section 6144 . 221.22 of the statutes is amended to read:

221.22 National banks may reorganize as state banks. Any national bank authorized to dissolve, and which shall have taken the necessary steps to effect dissolution, may reorganize under this chapter, upon the consent in writing of the owners of two-thirds of the capital stock of such bank, and with the approval of the commissioner of banking division. Such stockholders shall make, execute and acknowledge articles of organization as required by this chapter, and shall set forth the said written consent of such stockholders. A national bank seeking to reorganize under this section shall pay to the commissioner division a fee of $1,000 plus the actual costs incurred by the commissioner division in investigating the proposed reorganization. Upon the filing of the articles as provided by this chapter, and upon the approval of the commissioner division, such bank shall be deemed to be reorganized under this chapter, and thereupon all assets, real and personal, of such dissolved national bank shall be vested in and be and become the property of such reorganized bank, subject to all liabilities of such national bank not liquidated before such reorganization.

27,6145 Section 6145 . 221.23 of the statutes is amended to read:

221.23 Consolidation of banks. A bank, which is in good faith winding up its business, for the purpose of consolidating with some other bank, may transfer its resources and liabilities to the bank with which it is in process of consolidation; but no consolidation shall be made without the consent of the commissioner of banking division, and not then to defeat or defraud any of the creditors in the collection of their debts against such banks, or either of them.

27,6146 Section 6146 . 221.24 (1) of the statutes is amended to read:

221.24 (1) Any bank organized or doing business under this chapter may go into liquidation by a vote of its stockholders owning two-thirds of the capital stock. Whenever a vote is taken to go into liquidation, the board of directors shall give notice of this fact to the commissioner of banking division, and the notice shall be certified by the president or cashier under the seal of the bank. No liquidating bank may transfer assets or liabilities to another bank until the transfer is approved by the commissioner division.

27,6147 Section 6147 . 221.245 of the statutes is amended to read:

221.245 Cancellation of charter of merged bank. Whenever any bank has merged or consolidated with or been absorbed by another bank, the commissioner of banking division may cancel the charter of the first mentioned bank after notice of proposed cancellation has been published as a class 3 notice, under ch. 985, in the county wherein the bank is located, unless written objections are filed with the commissioner division within a time specified in the notice stating grounds which the commissioner division deems sufficient.

27,6148 Section 6148 . 221.25 (1) of the statutes is amended to read: