(2) Cumulative voting permitted. Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation provide for cumulative voting. If the articles of incorporation contain a statement indicating that all or a designated voting group of shareholders are entitled to cumulate their votes for directors, the shareholders so designated are entitled to multiply the number of votes that they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among 2 or more candidates.
(3) When cumulative voting may be used. (a) Except as provided in par. (b), shares entitled under sub. (2) to vote cumulatively may not be voted cumulatively at a particular meeting unless any of the following notice requirements is satisfied:
1. The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized.
2. A shareholder who has the right to cumulate his or her votes gives notice that complies with s. 221.0103 to the bank not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting.
(b) If one shareholder gives notice under par. (a) 2., all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.
(4) Effect of votes against a candidate. For purposes of this section, votes against a candidate are not given legal effect and are not counted as votes cast in an election of directors.
221.0523 Voting trusts. (1) Creation. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust and transferring their shares to the trustee. The voting trust agreement may include any provision consistent with the voting trust's purpose. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the bank's principal office.
(2) Effective date. A voting trust becomes effective on the date that the first shares subject to the trust are registered in the trustee's name.
221.0524 Voting agreements. (1) Creation. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to s. 221.0523.
(2) Enforceability. A voting agreement created under this section is specifically enforceable.
221.0525 Shares of stock, when not transferable. The shares of stock of a bank are personal property. The bank shall transfer the shares on the books of the bank in such manner as the bylaws may direct. A transfer of capital stock is not valid while the bank is under notice to make good the impairment of its capital, as provided in s. 220.07, until the impairment is made good. A transfer of stock shall be certified by an officer of the bank to the division within 3 days after the transfer, if the transfer is of at least 5% of the outstanding shares or affects the holdings of the owner of record or beneficial owner of at least 5% of the outstanding shares. A person who fails to comply with this certification requirement may be fined not more than $100.
221.0526 Stock control of bank or trust company bank by other corporation. (1) Effect of ownership. A domestic corporation, investment trust, or other form of trust or any out-of-state bank holding company that owns, holds or in any manner controls a majority of the stock in a bank or trust company bank is engaged in the business of banking and is subject to the supervision of the division. The corporation, trust or company shall file reports of its financial condition or activities when required by the division, and the division may order an examination of its condition and solvency whenever in the division's opinion an examination is required. The cost of this examination shall be paid by the corporation, trust or company. Whenever the division determines that the condition of the corporation, trust or company endangers the safety of the deposits in a bank that the corporation, trust or company owns or controls, or that the operation of the corporation, trust or company is carried on in such a manner as to endanger the safety of the trust company bank or the bank or its depositors, the division may order the corporation, trust or company to remedy the condition or policy within 90 days. If the corporation, trust or company does not comply with the order, the division may direct the operation of the bank or trust company bank until the order is complied with, and may withhold all dividends from the corporation, trust or company, during the period in which the division directs the operation of the bank or trust company bank.
(2) Applicability to foreign entities. Subsection (1) applies to a foreign corporation, association, investment trust, or other form of trust that is authorized to do business in this state.
(3) Other entities and trusts. This section applies equally to associations, investment trusts, or other forms of organized trusts, whether so specifically stated or not. Nothing contained in this section shall be construed to prohibit a trust company bank, or state or national bank, authorized to administer or execute trusts, from accepting and carrying out the provisions of any personal trust, or any trust created by will that the owner of bank stock creates for the owner's benefit during the owner's lifetime, or that the owner creates by will for the benefit of the owner's heirs. This section does not apply to trusts so created.
SUBCHAPTER VI
DIRECTORS, OFFICERS AND EMPLOYES
221.0601 Requirement for and duties of board of directors. (1) Requirement. A bank shall have a board of directors.
(2) Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the bank managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.
(3) Required oath. Every director shall take and subscribe an oath to perform diligently and honestly the director's duty and to not knowingly violate or permit a violation of chs. 220 to 224.
221.0602 Qualifications of directors. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the bank unless the articles of incorporation or bylaws so prescribe. A person who has been convicted of a crime against federal or state banking law may not be elected director.
221.0603 Number and election of directors. (1) Required number. A board of directors shall consist of 5 or more natural persons, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.
(2) Change in number. The number of directors may be increased or, subject to s. 221.0605 (2), decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.
(3) Election. Directors shall be elected at the meeting held before the bank is authorized to commence business by the division, and at each annual meeting thereafter unless their terms are staggered under s. 221.0606.
221.0604 Election of directors by certain classes of shareholders. If the articles of incorporation authorize dividing the shares into classes, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class or classes of shares entitled to elect one or more directors shall be a separate voting group for purposes of the election of directors.
221.0605 Terms of directors generally. (1) Expiration of term. The terms of the directors of a bank, including the initial directors, expire at the next annual shareholders' meeting unless their terms are staggered under s. 221.0606.
(2) Effect of decrease in number. A decrease in the number of directors may not shorten an incumbent director's term.
(3) Effect of expiration of term. Despite the expiration of a director's term, the director shall continue to serve, subject to ss. 221.0607 and 221.0608, until his or her successor is elected and, if necessary, qualifies or until there is a decrease in the number of directors.
221.0606 Staggered terms of directors. The articles of incorporation, or the bylaws if the articles of incorporation so provide, may provide for staggering the terms of the directors by dividing the total number of directors into 2 or 3 groups. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the 2nd group expire at the 2nd annual shareholders' meeting after their election, and the terms of the 3rd group, if any, expire at the 3rd annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, the number of directors equal to the number of the group whose term expires at the time of the meeting shall be chosen for a term of 2 years, if there are 2 groups, or a term of 3 years, if there are 3 groups.
221.0607 Resignation of directors. (1) Written notice. A director may resign at any time by delivering written notice that complies with s. 221.0103 to the board of directors, to the chairperson of the board of directors or to the bank.
(2) Effective date. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.
221.0608 Removal of directors by shareholders. (1) When removal permitted. The shareholders may remove one or more directors with or without cause, unless the articles of incorporation or bylaws provide that directors may be removed only for cause.
(2) Cumulative voting. If cumulative voting is authorized under s. 221.0522, the shareholders may not remove a director if the number of votes sufficient to elect the director under cumulative voting is voted against his or her removal. If cumulative voting is not authorized under s. 221.0522, the shareholders may remove a director only if the number of votes cast to remove the director exceeds the number of votes cast not to remove him or her.
(3) Meeting and notice requirements. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.
221.0609 Vacancy on board. (1)
How filed. Unless the articles of incorporation provide otherwise, and except as provided in sub. (2), if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by any of the following:
(a) A vote of the shareholders.
(b) A vote of the board of directors, except that if the directors remaining in office constitute fewer than a quorum of the board, the directors may fill a vacancy by the affirmative vote of a majority of all directors remaining in office.
(2) Voting groups. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors.
(3) Vacancies at a later date. A vacancy that will occur at a specific later date, because of a resignation effective at a later date under s. 221.0607 (2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.
221.0610 Meetings. (1) Frequency of meetings. The board of directors shall meet at least once each calendar quarter.
(2) Duties to be performed at meetings. At each meeting the board of directors 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.
(3) Attendance. If the division determines that a director is lax in attending board meetings, the division may remove the director. The vacancy shall be filled within a reasonable time as the division may direct.
(4) Communication at meetings. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including a loan committee or examining committee meeting, of the board of directors by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:
1. All participating directors may simultaneously hear each other during the meeting.
2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.
(b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is considered to be present in person at the meeting. If requested by a director, a copy of the minutes of the meeting prepared under sub. (5) shall be distributed to each director.
(5) Records of meetings. (a) The board of directors shall elect a secretary, who shall keep a correct record of the minutes of the meeting in a book kept for that purpose. The minutes shall particularly disclose the date and location of the meeting, and the names of the directors absent. The minutes shall be subscribed to by the presiding officer. The minutes shall be approved at the next succeeding meeting, by the board of directors, and the minutes of the next succeeding meeting shall show this. The minute book shall be available at the bank when needed.
(b) The bank examiner shall examine the minute book at the time that he or she examines the bank and shall include in his or her report of examination of the bank, a statement of the dates on which the meetings were held since the last examination of the bank by the bank examiner and the names of the directors in attendance at each of these meetings.
(c) A person who makes a false entry in the minute book or changes or alters an entry made in the minute book may be fined not less than $100 nor more than $500, or imprisoned for not less than 30 days nor more than 6 months, or both.
221.0611 Response to examination. (1) Response required. After receipt by the board of directors of a bank of a report of examination of the bank by the division, the board or an examining committee appointed under sub. (2) in accordance with s. 221.0615, unless the division requires response by the board as provided in s. 220.05 (5), shall do all of the following:
(a) Study the report of examination.
(b) Prepare a written report setting forth any recommended corrective action to be taken by the board in response to criticisms and suggestions contained in the report of examination.
(2) Examining committee. Upon receipt of a report of examination under sub. (1), the board of directors may appoint an examining committee, consisting of not fewer than 3 of its members, to perform the study and prepare the report under sub. (1) (a) and (b).
(3) Distribution and acknowledgement requirements. Each member of the board of directors shall obtain and review a copy of the report prepared under sub. (1) (b) and shall prepare a written acknowledgment stating all of the following:
(a) That the board has received the report of examination under sub. (1).
(b) That the member of the board has obtained and reviewed a copy of the report prepared under sub. (1) (b).
(4) Recordation. The secretary of the board of directors shall record the report prepared under sub. (1) (b) in the minutes of the next meeting of the board following completion of the report.
(5) Transmission to division. The board of directors shall transmit the report prepared under sub. (1) (b) and the acknowledgments prepared under sub. (3) to the division within 45 days after receipt by the board of the report of examination under sub. (1).
221.0612 Notice of meeting. (1) Regular meetings. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.
(2) Special meetings. Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least 48 hours' notice of the date, time and place of the meeting. The notice shall comply with s. 221.0103. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.
221.0613 Waiver of notice. (1) Written waiver. A director may waive a notice required by this chapter, the articles of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided by sub. (2), the waiver shall be in writing, signed by the director entitled to the notice and retained by the bank.
(2) Waiver by attendance or participation. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting, unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
221.0614 Quorum and voting. (1) Quorum requirements generally. (a) Unless the articles of incorporation or bylaws require a greater or, under sub. (2), a lesser number, and except as provided in par. (b) or in s. 221.0619 (4), a quorum of a board of directors shall consist of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) When the number of directors specified or fixed in accordance with the articles of incorporation or bylaws exceeds 9, the directors may, for a period of not to exceed 6 months during any one year, designate by resolution 9 directors, any 5 of whom shall constitute a quorum.
(c) Unless the articles of incorporation or bylaws require a greater, or under sub. (2) a lesser number, and except as provided in s. 221.0619 (4), a quorum of a committee of the board of directors created under s. 221.0615 consists of a majority of the number of directors appointed to serve on the committee.
(2) Minimum quorum requirements. (a) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) The articles of incorporation or bylaws may authorize a quorum of a committee of the board of directors created under s. 221.0615 to consist of no fewer than one-third of the number of directors appointed to serve on the committee.
(3) Voting requirements generally.
Except as provided in ss. 221.0615 (3) and (4), 221.0619 (4) and 221.0631 (1) and (2), if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors or a committee of the board of directors created under s. 221.0615, unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(4) When assent given. (a) Except as provided in par. (b), a director who is present and is announced as present at a meeting of the board of directors or a committee of the board of directors created under s. 221.0615, when corporate action is taken assents to the action taken unless any of the following occurs:
1. The director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting.
2. The director dissents or abstains from an action taken and minutes of the meeting are prepared that show the director's dissent or abstention from the action taken.
3. The director delivers written notice that complies with s. 221.0103 of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the bank immediately after adjournment of the meeting.
4. The director dissents or abstains from an action taken, minutes of the meeting are prepared that fail to show the director's dissent or abstention from the action taken and the director delivers to the bank a written notice of that failure that complies with s. 221.0103 promptly after receiving the minutes.
(b) A director who votes in favor of action taken may not dissent or abstain from that action.
221.0615 Committees. (1) In general. Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of directors to serve as alternates. Each committee shall have 2 or more members. Unless otherwise provided by the board of directors, members of the committee shall serve at the pleasure of the board of directors.
(2) Creation of a committee and appointment of members. Except as provided in sub. (3), the creation of a committee, appointment of members to it and designation of alternate members, if any, shall be approved by the greater of the following:
(a) A majority of all the directors in office when the action is taken.
(b) The number of directors required by the articles of incorporation or bylaws to take action under s. 221.0614.
(3) Vacancies. The board of directors may provide by resolution that any vacancies on the committee shall be filled by the affirmative vote of a majority of the remaining committee members.
(4) Applicability of certain provisions. Sections 221.0610 to 221.0613 apply to committees of a board of directors and to committee members.
(5) Authority which may be exercised by committee. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors, except that a committee may not do any of the following:
(a) Authorize distributions.
(b) Approve or propose to shareholders action that this chapter requires be approved by shareholders.
(c) Fill vacancies on the board of directors or, except as provided in sub. (3), on any of its committees.
(d) Amend articles of incorporation under s. 221.0211.
(e) Adopt, amend or repeal bylaws.
(f) Approve a plan of merger not requiring shareholder approval.
(g) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors.
(h) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or a senior executive officer of the bank to do so within limits prescribed by the board of directors.
(6) Employment of consultants. Unless otherwise provided by the board of directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of authority.
