221.0401 State bank. Every bank incorporated under this chapter shall be known as a state bank.
221.0402 Use of “bank". (1) Use of “bank". Except as provided in sub. (2), a person who is engaged in business in this state, who is not subject to supervision and examination by the division, and who is not required to make reports to the division under this chapter, may not use the term “bank", in any form upon any office sign at the place where the business is transacted. Except as provided in sub. (2), the person may not use or circulate letterheads, billheads, blank notes, blank receipts, certificates, circulars, or any written or printed or partly written and partly printed paper, containing an artificial or corporate name, or other words, that indicates that the person's business is the business of a bank.
(2) Exceptions. (a) A check sold by a bank chartered under the laws of another state or a foreign country or a national bank authorized to do business in another state may use any form of “bank", if the bank is licensed under ch. 217.
(b) Mortgage bankers registered under s. 440.72 may use the designation “mortgage banker".
(c) A savings bank organized under ch. 214 may use the designation “savings bank".
(3) Enforcement. Violations of this section may be enforced by the division under s. 220.02 (2).
221.0403 Bank names. (1) In general. Except as provided in subs. (2) and (3), the name of a bank must be approved by the division and must be distinguishable upon the records of the division from all of the following names:
(a) The name of another state bank organized under this chapter.
(b) The name of a national bank or foreign bank authorized to transact business in this state.
(2) Exceptions. A bank may apply to the division for the authority to use a name that is not distinguishable upon the records of the division from one or more of the names described in sub. (1). The division may authorize the use of the name if any of the following occurs:
(a) The other bank consents to the use in writing and submits an undertaking, in a form satisfactory to the division, to change its name to a name that is distinguishable upon the records of the division from the name of the applicant.
(b) The applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
(3) Use of same name. A bank may use the name that is used in this state by another bank organized under this chapter or authorized to transact business in this state if the bank proposing to use the name has done any of the following:
(a) Merged with the other bank.
(b) Been formed by reorganization of the other bank.
(c) Acquired all or substantially all of the assets, including the name, of the other bank.
(4) Use of “savings". A bank name may not contain the word “savings".
SUBCHAPTER V
SHARES AND SHAREHOLDERS
221.0501 Quorum and voting requirements for voting groups. (1) Quorum requirement. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation, the bylaws or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
(2) Method of determining quorum. If a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, the share is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.
(3) Simple majority voting. If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation, the bylaws or this chapter require a greater number of affirmative votes.
221.0502 Greater or lower quorum or greater voting requirements. (1) Method of specifying different requirements. The articles of incorporation may provide, or authorize the bylaws under s. 221.0503 to provide, for a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter.
(2) Amendments to articles of incorporation to change requirements. An amendment to the articles of incorporation that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.
221.0503 Bylaw fixing quorum or voting requirements for shareholders. (1) In general. If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.
(2) Shareholder approval. A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders under sub. (1) may not be adopted, amended or repealed by the board of directors.
221.0504 Number of shareholders. (1) Method of counting. For purposes of this chapter, any of the following constitutes one shareholder if identified as a shareholder in a bank's current record of shareholders:
(a) Three or fewer coowners.
(b) An entity.
(c) The trustees, guardians, custodians or other fiduciaries of a single trust, estate or account.
(2) Substantially similar names. For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
221.0505 Issued and outstanding shares. (1) Issued and outstanding shares. A bank may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.
(2) Share requirements. At all times that shares of the bank are outstanding, there must be outstanding one or more shares that together have unlimited voting rights and one or more shares, which may be the same share or shares as those with unlimited voting rights, that together are entitled to receive the net assets of the bank upon dissolution.
221.0506 Fractional shares. (1) Issuance and disposition. A bank may do any of the following:
(a) Issue fractions of a share or pay in money the value of fractions of a share.
(b) Arrange for disposition of fractional shares by the shareholders.
(2) Rights of holders of fractional shares. The holder of a fractional share may exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the bank upon liquidation.
221.0507 Share dividends. (1) Definition. In this section, “share dividend" means shares issued proportionally and without consideration to the bank's shareholders or to the shareholders of one or more classes or series.
(2) Power to issue share dividends. Except as provided in sub. (3) and unless the articles of incorporation provide otherwise, a bank may issue share dividends.
(3) Limitiations. (a) A bank may not issue shares of one class or series as a share dividend in respect of shares of another class or series unless any of the following is satisfied:
1. The articles of incorporation authorize the issuance.
2. A majority of the votes entitled to be cast by the class or series to be issued approve the issuance.
3. There are no outstanding shares of the class or series to be issued, as determined under par. (b).
(b) If a security is outstanding that is convertible into or carries a right to subscribe for or acquire shares of the class or series to be issued, the holder of the security is considered a holder of the class or series to be issued for purposes of making the determination under par. (a) 3.
(4) Record date. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date on which the board of directors authorizes the share dividend.
221.0508 Form and content of certificates. (1) Contents. At a minimum, a share certificate shall state on its face all of the following:
(a) The name of the issuing bank and that the bank is organized under the laws of this state.
(b) The name of the person to whom issued.
(c) The number and class of shares and the designation of the series, if any, that the certificate represents.
(2) Classes and series requirements. If the issuing bank is authorized to issue different classes of shares or different series within a class, the front or back of each certificate shall contain any of the following:
(a) A summary of the designations, relative rights, preferences and limitations applicable to each class, and the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series.
(b) A conspicuous statement that the bank will furnish the shareholder the information described in par. (a) on request, in writing and without charge.
(3) Signature. (a) Each share certificate shall be signed either manually or in facsimile, by the officer or officers designated in the bylaws or by the board of directors.
(b) The validity of a share certificate is not affected if a person who signed the certificate no longer holds office when the certificate is issued.
221.0509 Restriction on transfer of shares and other securities. (1) Definitions. In this section:
(a) “Other securities" include securities that are convertible into or carry a right to subscribe for or acquire shares.
(b) “Transfer restriction" means a restriction on the transfer or registration of transfer of shares and other securities of a bank.
(2) Permitted purposes of restrictions. (a) Except as provided in par. (b), the articles of incorporation, the bylaws, an agreement among shareholders and holders of other securities, or an agreement between shareholders and holders of other securities and the bank, may impose a transfer restriction on shares and other securities of the bank for any reasonable purpose, including any of the following:
1. Maintaining the bank's status under state or federal law when it is dependent on the number or identity of its shareholders.
2. Preserving exemptions under federal or state securities law.
(b) A transfer restriction may not affect shares and other securities issued before the restriction is adopted, unless the holders of the shares and other securities are parties to the transfer restriction agreement or vote in favor of the transfer restriction.
(3) Enforceability. A transfer restriction is valid and enforceable against the holder or a transferee of the holder if the transfer restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate. Unless so noted, a transfer restriction is not enforceable against a person who does not know of the transfer restriction.
(4) Types of permitted transfer restrictions. The transfer restrictions permitted under this section include transfer restrictions that do any of the following:
(a) Obligate the shareholder or holder of other securities first to offer the bank or other persons, whether separately, consecutively or simultaneously, an opportunity to acquire the restricted shares or other securities.
(b) Subject to the limitations of s. 221.0323, if applicable, obligate the bank or other persons, whether separately, consecutively or simultaneously, to acquire the restricted shares or other securities.
(c) Require the bank, the holders of a class of its shares or other securities or another person to approve the transfer of the restricted shares or other securities, if the requirement is not manifestly unreasonable.
(d) Prohibit the transfer of the restricted shares or other securities to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
221.0510 Preemptive rights. (1) Definition. In this section, “other securities" has the meaning given in s. 221.0509 (1) (a).
(2) When preemptive rights exist. The shareholders or holders of other securities of a bank do not have a preemptive right to acquire the bank's unissued shares or other securities except to the extent provided in the articles of incorporation. If the articles of incorporation state that “the bank elects to have preemptive rights", or words of similar meaning, subs. (3) to (6) govern the preemptive rights, except to the extent that the articles of incorporation expressly provide otherwise.
(3) Conditions for exercise of preemptive rights. Except as provided in sub. (5), the shareholders or holders of other securities of the bank have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the bank's unissued shares or other securities upon the decision of the board of directors to issue the shares or other securities, subject to the following conditions:
(a) Holders of shares or other securities with general voting rights have preemptive rights with respect to shares and other securities of any class with general voting rights.
(b) Holders of shares or other securities without preferential rights to distributions or assets have preemptive rights with respect to shares and other securities of any class without preferential rights to distributions or assets, except that holders of shares or other securities without general voting rights have no preemptive rights with respect to shares or other securities of any class with general voting rights.
(4) Waiver. A shareholder or holder of other securities may waive his or her preemptive right. A written waiver is irrevocable even if it is not supported by consideration.
(5) Exemptions. There is no preemptive right with respect to any of the following:
(a) Shares or other securities issued as compensation to directors, officers or employes of the bank or its affiliates.
(b) Shares or other securities issued to satisfy conversion or option rights created to provide compensation to directors, officers or employes of the bank or its affiliates.
(c) Shares or other securities authorized in articles of incorporation that are issued within 6 months after the effective date of incorporation.
(d) Shares or other securities sold for other than money or an obligation to pay money.
(e) Treasury shares.
(6) Lapse of preemptive rights. If shares or other securities subject to preemptive rights are not acquired by shareholders or holders of other securities, the bank may issue the shares or other securities to any person for one year after being offered to shareholders or holders of other securities, at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the preemptive rights of shareholders or holders of other securities.
221.0511 Annual meeting. (1) When held. A bank shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws.
(2) Where held. A bank may hold the annual shareholders' meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the bank shall hold the annual meeting at its principal office.
(3) Effect of failure to comply. Failure to hold an annual meeting in one or more years does not affect the validity of any bank action.
221.0512 Special meeting. (1)
When required. A bank shall hold a special meeting of shareholders if any of the following occurs:
(a) A special meeting is called by the board of directors or any person authorized by the articles of incorporation or bylaws to call a special meeting.
(b) The holders of at least 10% of all the votes entitled to be cast on an issue proposed to be considered at the proposed special meeting sign, date and deliver to the bank one or more written demands for the meeting describing one or more purposes for which it is to be held.
(2) Record date. If not otherwise fixed under s. 221.0517, the record date for determining shareholders entitled to demand a special meeting is the date that the first shareholder signs the demand.
(3) Where held. A bank may hold a special shareholders' meeting in or outside this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the bank shall hold a special meeting at its principal office.
(4) Limitation on business conducted. Only business within the purpose described in the meeting notice required by s. 221.0514 (2) (b) may be conducted at a special shareholders' meeting.
