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(e) The period for which selection of the procedure is effective.
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(f) Other aspects of the rights and duties created.
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14221.0521 Acceptance of instruments showing shareholder action. (1)
15When name corresponds to that of a shareholder. If the name signed on a vote,
16consent, waiver or proxy appointment corresponds to the name of a shareholder, the
17bank, if acting in good faith, may accept the vote, consent, waiver or proxy
18appointment and give it effect as the act of the shareholder.
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19(2) When name does not correspond to that of a shareholder. If the name
20signed on a vote, consent, waiver or proxy appointment does not correspond to the
21name of its shareholder, the bank, if acting in good faith, may accept the vote,
22consent, waiver or proxy appointment and give it effect as the act of the shareholder
23if any of the following applies:
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(a) The shareholder is an entity and the name signed purports to be that of an
25officer or agent of the entity.
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1(b) The name signed purports to be that of a personal representative,
2administrator, executor, guardian or conservator representing the shareholder and,
3if the bank requests, evidence of fiduciary status acceptable to the bank is presented
4with respect to the vote, consent, waiver or proxy appointment.
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(c) The name signed purports to be that of a receiver or trustee in bankruptcy
6of the shareholder and, if the bank requests, evidence of this status acceptable to the
7bank is presented with respect to the vote, consent, waiver or proxy appointment.
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(d) The name signed purports to be that of a pledgee, beneficial owner, or
9attorney-in-fact of the shareholder and, if the bank requests, evidence acceptable
10to the bank of the signatory's authority to sign for the shareholder is presented with
11respect to the vote, consent, waiver or proxy appointment.
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(e) Two or more persons are the shareholder as cotenants or fiduciaries and the
13name signed purports to be the name of at least one of the coowners and the person
14signing appears to be acting on behalf of all coowners.
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15(3) When rejection permitted. The bank may reject a vote, consent, waiver
16or proxy appointment if the officer or agent of the bank who is authorized to tabulate
17votes, acting in good faith, has reasonable basis for doubt about the validity of the
18signature on it or about the signatory's authority to sign for the shareholder.
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19(4) Effect on liability. The bank and its officer or agent who accepts or rejects
20a vote, consent, waiver or proxy appointment in good faith and in accordance with
21this section are not liable in damages to the shareholder for the consequences of the
22acceptance or rejection.
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23(5) Effect on validity of action. Bank action based on the acceptance or
24rejection of a vote, consent, waiver or proxy appointment under this section is valid
25unless a court of competent jurisdiction determines otherwise.
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1221.0522 Voting for directors; cumulative voting. (1) Plurality vote
2required. Unless otherwise provided in the articles of incorporation, directors are
3elected by a plurality of the votes cast by the shares entitled to vote in the election
4at a meeting at which a quorum is present. In this subsection, "plurality" means that
5the individuals with the largest number of votes are elected as directors up to the
6maximum number of directors to be chosen at the election.
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7(2) Cumulative voting permitted. Shareholders do not have a right to
8cumulate their votes for directors unless the articles of incorporation provide for
9cumulative voting. If the articles of incorporation contain a statement indicating
10that all or a designated voting group of shareholders are entitled to cumulate their
11votes for directors, the shareholders so designated are entitled to multiply the
12number of votes that they are entitled to cast by the number of directors for whom
13they are entitled to vote and cast the product for a single candidate or distribute the
14product among 2 or more candidates.
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15(3) When cumulative voting may be used. (a) Except as provided in par. (b),
16shares entitled under sub. (2) to vote cumulatively may not be voted cumulatively at
17a particular meeting unless any of the following notice requirements is satisfied:
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1. The meeting notice or proxy statement accompanying the notice states
19conspicuously that cumulative voting is authorized.
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2. A shareholder who has the right to cumulate his or her votes gives notice
21that complies with s. 221.0103 to the bank not less than 48 hours before the time set
22for the meeting of his or her intent to cumulate his or her votes during the meeting.
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(b) If one shareholder gives notice under par. (a) 2., all other shareholders in
24the same voting group participating in the election are entitled to cumulate their
25votes without giving further notice.
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1(4) Effect of votes against a candidate. For purposes of this section, votes
2against a candidate are not given legal effect and are not counted as votes cast in an
3election of directors.
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4221.0523 Voting trusts. (1) Creation. One or more shareholders may create
5a voting trust, conferring on a trustee the right to vote or otherwise act for them, by
6signing an agreement setting out the provisions of the trust and transferring their
7shares to the trustee. The voting trust agreement may include any provision
8consistent with the voting trust's purpose. When a voting trust agreement is signed,
9the trustee shall prepare a list of the names and addresses of all owners of beneficial
10interests in the trust, together with the number and class of shares each transferred
11to the trust, and deliver copies of the list and agreement to the bank's principal office.
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12(2) Effective date. A voting trust becomes effective on the date that the first
13shares subject to the trust are registered in the trustee's name.
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14221.0524 Voting agreements. (1) Creation. Two or more shareholders may
15provide for the manner in which they will vote their shares by signing an agreement
16for that purpose. A voting agreement created under this section is not subject to s.
17221.0523.
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18(2) Enforceability. A voting agreement created under this section is
19specifically enforceable.
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20221.0525 Shares of stock, when not transferable. The shares of stock of
21a bank are personal property. The bank shall transfer the shares on the books of the
22bank in such manner as the bylaws may direct. A transfer of capital stock is not valid
23while the bank is under notice to make good the impairment of its capital, as provided
24in s. 220.07, until the impairment is made good. A transfer of stock shall be certified
25by an officer of the bank to the division within 3 days after the transfer, if the transfer
1is of at least 5% of the outstanding shares or affects the holdings of the owner of
2record or beneficial owner of at least 5% of the outstanding shares. A person who fails
3to comply with this certification requirement may be fined not more than $100.
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4221.0526 Stock control of bank or trust company bank by other
5corporation. (1) Effect of ownership. A domestic corporation, investment trust,
6or other form of trust or any out-of-state bank holding company that owns, holds or
7in any manner controls a majority of the stock in a bank or trust company bank is
8engaged in the business of banking and is subject to the supervision of the division.
9The corporation, trust or company shall file reports of its financial condition or
10activities when required by the division, and the division may order an examination
11of its condition and solvency whenever in the division's opinion an examination is
12required. The cost of this examination shall be paid by the corporation, trust or
13company. Whenever the division determines that the condition of the corporation,
14trust or company endangers the safety of the deposits in a bank that the corporation,
15trust or company owns or controls, or that the operation of the corporation, trust or
16company is carried on in such a manner as to endanger the safety of the trust
17company bank or the bank or its depositors, the division may order the corporation,
18trust or company to remedy the condition or policy within 90 days. If the corporation,
19trust or company does not comply with the order, the division may direct the
20operation of the bank or trust company bank until the order is complied with, and
21may withhold all dividends from the corporation, trust or company, during the period
22in which the division directs the operation of the bank or trust company bank.
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23(2) Applicability to foreign entities. Subsection (1) applies to a foreign
24corporation, association, investment trust, or other form of trust that is authorized
25to do business in this state.
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1(3) Other entities and trusts. This section applies equally to associations,
2investment trusts, or other forms of organized trusts, whether so specifically stated
3or not. Nothing contained in this section shall be construed to prohibit a trust
4company bank, or state or national bank, authorized to administer or execute trusts,
5from accepting and carrying out the provisions of any personal trust, or any trust
6created by will that the owner of bank stock creates for the owner's benefit during
7the owner's lifetime, or that the owner creates by will for the benefit of the owner's
8heirs. This section does not apply to trusts so created.
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SUBCHAPTER VI
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DIRECTORS, OFFICERS AND EMPLOYES
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11221.0601 Requirement for and duties of board of directors. (1)
12Requirement. A bank shall have a board of directors.
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13(2) Powers. All corporate powers shall be exercised by or under the authority
14of, and the business and affairs of the bank managed under the direction of, its board
15of directors, subject to any limitation set forth in the articles of incorporation.
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16(3) Required oath. Every director shall take and subscribe an oath to perform
17diligently and honestly the director's duty and to not knowingly violate or permit a
18violation of chs. 220 to 224.
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19221.0602 Qualifications of directors. The articles of incorporation or
20bylaws may prescribe qualifications for directors. A director need not be a resident
21of this state or a shareholder of the bank unless the articles of incorporation or bylaws
22so prescribe. A person who has been convicted of a crime against federal or state
23banking law may not be elected director.
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1221.0603 Number and election of directors. (1)
Required number. A
2board of directors shall consist of 5 or more natural persons, with the number
3specified in or fixed in accordance with the articles of incorporation or bylaws.
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4(2) Change in number. The number of directors may be increased or, subject
5to s. 221.0605 (2), decreased from time to time by amendment to, or in the manner
6provided in, the articles of incorporation or the bylaws.
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7(3) Election. Directors shall be elected at the meeting held before the bank
8is authorized to commence business by the division, and at each annual meeting
9thereafter unless their terms are staggered under s. 221.0606.
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10221.0604 Election of directors by certain classes of shareholders. If the
11articles of incorporation authorize dividing the shares into classes, the articles of
12incorporation may also authorize the election of all or a specified number of directors
13by the holders of one or more authorized classes of shares. A class or classes of shares
14entitled to elect one or more directors shall be a separate voting group for purposes
15of the election of directors.
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16221.0605 Terms of directors generally. (1) Expiration of term. The terms
17of the directors of a bank, including the initial directors, expire at the next annual
18shareholders' meeting unless their terms are staggered under s. 221.0606.
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19(2) Effect of decrease in number. A decrease in the number of directors may
20not shorten an incumbent director's term.
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21(3) Effect of expiration of term. Despite the expiration of a director's term,
22the director shall continue to serve, subject to ss. 221.0607 and 221.0608, until his
23or her successor is elected and, if necessary, qualifies or until there is a decrease in
24the number of directors.
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1221.0606 Staggered terms of directors. The articles of incorporation, or
2the bylaws if the articles of incorporation so provide, may provide for staggering the
3terms of the directors by dividing the total number of directors into 2 or 3 groups.
4In that event, the terms of directors in the first group expire at the first annual
5shareholders' meeting after their election, the terms of the 2nd group expire at the
62nd annual shareholders' meeting after their election, and the terms of the 3rd
7group, if any, expire at the 3rd annual shareholders' meeting after their election. At
8each annual shareholders' meeting held thereafter, the number of directors equal to
9the number of the group whose term expires at the time of the meeting shall be
10chosen for a term of 2 years, if there are 2 groups, or a term of 3 years, if there are
113 groups.
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12221.0607 Resignation of directors. (1) Written notice. A director may
13resign at any time by delivering written notice that complies with s. 221.0103 to the
14board of directors, to the chairperson of the board of directors or to the bank.
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15(2) Effective date. A resignation is effective when the notice is delivered
16unless the notice specifies a later effective date.
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17221.0608 Removal of directors by shareholders. (1) W
hen removal
18permitted. The shareholders may remove one or more directors with or without
19cause, unless the articles of incorporation or bylaws provide that directors may be
20removed only for cause.
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21(2) Cumulative voting. If cumulative voting is authorized under s. 221.0522,
22the shareholders may not remove a director if the number of votes sufficient to elect
23the director under cumulative voting is voted against his or her removal. If
24cumulative voting is not authorized under s. 221.0522, the shareholders may remove
1a director only if the number of votes cast to remove the director exceeds the number
2of votes cast not to remove him or her.
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3(3) Meeting and notice requirements. A director may be removed by the
4shareholders only at a meeting called for the purpose of removing the director, and
5the meeting notice shall state that the purpose, or one of the purposes, of the meeting
6is removal of the director.
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7221.0609 Vacancy on board. (1) How filed. Unless the articles of
8incorporation provide otherwise, and except as provided in sub. (2), if a vacancy
9occurs on the board of directors, including a vacancy resulting from an increase in
10the number of directors, the vacancy may be filled by any of the following:
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(a) A vote of the shareholders.
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(b) A vote of the board of directors, except that if the directors remaining in
13office constitute fewer than a quorum of the board, the directors may fill a vacancy
14by the affirmative vote of a majority of all directors remaining in office.
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15(2) Voting groups. If the vacant office was held by a director elected by a voting
16group of shareholders, only the holders of shares of that voting group may vote to fill
17the vacancy if it is filled by the shareholders, and only the remaining directors elected
18by that voting group may vote to fill the vacancy if it is filled by the directors.
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19(3) Vacancies at a later date. A vacancy that will occur at a specific later date,
20because of a resignation effective at a later date under s. 221.0607 (2) or otherwise,
21may be filled before the vacancy occurs, but the new director may not take office until
22the vacancy occurs.
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23221.0610 Meetings. (1) Frequency of meetings. The board of directors shall
24meet at least once each calendar quarter.
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1(2) Duties to be performed at meetings. At each meeting the board of directors
2shall generally investigate the affairs of the bank and determine whether the assets
3are of the value at which they are carried on the books of the bank.
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4(3) Attendance. If the division determines that a director is lax in attending
5board meetings, the division may remove the director. The vacancy shall be filled
6within a reasonable time as the division may direct.
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7(4) Communication at meetings. (a) Unless the articles of incorporation or
8bylaws provide otherwise, the board of directors may permit any or all directors to
9participate in a regular or special meeting or in a committee meeting, including a
10loan committee or examining committee meeting, of the board of directors by, or to
11conduct the meeting through the use of, any means of communication by which any
12of the following occurs:
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1. All participating directors may simultaneously hear each other during the
14meeting.
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2. All communication during the meeting is immediately transmitted to each
16participating director, and each participating director is able to immediately send
17messages to all other participating directors.
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(b) If a meeting will be conducted through the use of any means described in
19par. (a), all participating directors shall be informed that a meeting is taking place
20at which official business may be transacted. A director participating in a meeting
21by any means described in par. (a) is considered to be present in person at the
22meeting. If requested by a director, a copy of the minutes of the meeting prepared
23under sub. (5) shall be distributed to each director.
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24(5) Records of meetings. (a) The board of directors shall elect a secretary, who
25shall keep a correct record of the minutes of the meeting in a book kept for that
1purpose. The minutes shall particularly disclose the date and location of the
2meeting, and the names of the directors absent. The minutes shall be subscribed to
3by the presiding officer. The minutes shall be approved at the next succeeding
4meeting, by the board of directors, and the minutes of the next succeeding meeting
5shall show this. The minute book shall be available at the bank when needed.
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(b) The bank examiner shall examine the minute book at the time that he or
7she examines the bank and shall include in his or her report of examination of the
8bank, a statement of the dates on which the meetings were held since the last
9examination of the bank by the bank examiner and the names of the directors in
10attendance at each of these meetings.
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(c) A person who makes a false entry in the minute book or changes or alters
12an entry made in the minute book may be fined not less than $100 nor more than
13$500, or imprisoned for not less than 30 days nor more than 6 months, or both.
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14221.0611 Response to examination. (1) Response required. After receipt
15by the board of directors of a bank of a report of examination of the bank by the
16division, the board or an examining committee appointed under sub. (2) in
17accordance with s. 221.0615, unless the division requires response by the board as
18provided in s. 220.05 (5), shall do all of the following:
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(a) Study the report of examination.
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(b) Prepare a written report setting forth any recommended corrective action
21to be taken by the board in response to criticisms and suggestions contained in the
22report of examination.
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23(2) Examining committee. Upon receipt of a report of examination under sub.
24(1), the board of directors may appoint an examining committee, consisting of not
1fewer than 3 of its members, to perform the study and prepare the report under sub.
2(1) (a) and (b).
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3(3) Distribution and acknowledgement requirements. Each member of the
4board of directors shall obtain and review a copy of the report prepared under sub.
5(1) (b) and shall prepare a written acknowledgment stating all of the following:
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(a) That the board has received the report of examination under sub. (1).
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(b) That the member of the board has obtained and reviewed a copy of the report
8prepared under sub. (1) (b).
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9(4) Recordation. The secretary of the board of directors shall record the report
10prepared under sub. (1) (b) in the minutes of the next meeting of the board following
11completion of the report.
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12(5) Transmission to division. The board of directors shall transmit the report
13prepared under sub. (1) (b) and the acknowledgments prepared under sub. (3) to the
14division within 45 days after receipt by the board of the report of examination under
15sub. (1).
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16221.0612 Notice of meeting. (1) Regular meetings. Unless the articles of
17incorporation or bylaws provide otherwise, regular meetings of the board of directors
18may be held without notice of the date, time, place or purpose of the meeting.
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19(2) Special meetings. Unless the articles of incorporation or bylaws provide
20for a longer or shorter period, special meetings of the board of directors shall be
21preceded by at least 48 hours' notice of the date, time and place of the meeting. The
22notice shall comply with s. 221.0103. The notice need not describe the purpose of the
23special meeting unless required by the articles of incorporation or bylaws.
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24221.0613 Waiver of notice. (1) Written waiver. A director may waive a
25notice required by this chapter, the articles of incorporation or the bylaws before or
1after the date and time stated in the notice. Except as provided by sub. (2), the waiver
2shall be in writing, signed by the director entitled to the notice and retained by the
3bank.
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4(2) Waiver by attendance or participation. A director's attendance at or
5participation in a meeting waives any required notice to him or her of the meeting,
6unless the director at the beginning of the meeting or promptly upon his or her
7arrival objects to holding the meeting or transacting business at the meeting and
8does not thereafter vote for or assent to action taken at the meeting.
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9221.0614 Quorum and voting. (1) Quorum requirements generally. (a)
10Unless the articles of incorporation or bylaws require a greater or, under sub. (2), a
11lesser number, and except as provided in par. (b) or in s. 221.0619 (4), a quorum of
12a board of directors shall consist of a majority of the number of directors specified in
13or fixed in accordance with the articles of incorporation or bylaws.
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(b) When the number of directors specified or fixed in accordance with the
15articles of incorporation or bylaws exceeds 9, the directors may, for a period of not to
16exceed 6 months during any one year, designate by resolution 9 directors, any 5 of
17whom shall constitute a quorum.
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(c) Unless the articles of incorporation or bylaws require a greater, or under
19sub. (2) a lesser number, and except as provided in s. 221.0619 (4), a quorum of a
20committee of the board of directors created under s. 221.0615 consists of a majority
21of the number of directors appointed to serve on the committee.
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22(2) Minimum quorum requirements. (a) The articles of incorporation or bylaws
23may authorize a quorum of a board of directors to consist of no fewer than one-third
24of the number of directors specified in or fixed in accordance with the articles of
25incorporation or bylaws.
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1(b) The articles of incorporation or bylaws may authorize a quorum of a
2committee of the board of directors created under s. 221.0615 to consist of no fewer
3than one-third of the number of directors appointed to serve on the committee.
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4(3) Voting requirements generally.
Except as provided in ss. 221.0615 (3)
5and (4), 221.0619 (4) and 221.0631 (1) and (2), if a quorum is present when a vote is
6taken, the affirmative vote of a majority of directors present is the act of the board
7of directors or a committee of the board of directors created under s. 221.0615, unless
8the articles of incorporation or bylaws require the vote of a greater number of
9directors.
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10(4) When assent given. (a) Except as provided in par. (b), a director who is
11present and is announced as present at a meeting of the board of directors or a
12committee of the board of directors created under s. 221.0615, when corporate action
13is taken assents to the action taken unless any of the following occurs:
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1. The director objects at the beginning of the meeting or promptly upon his or
15her arrival to holding the meeting or transacting business at the meeting.
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2. The director dissents or abstains from an action taken and minutes of the
17meeting are prepared that show the director's dissent or abstention from the action
18taken.
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193. The director delivers written notice that complies with s. 221.0103 of his or
20her dissent or abstention to the presiding officer of the meeting before its
21adjournment or to the bank immediately after adjournment of the meeting.
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224. The director dissents or abstains from an action taken, minutes of the
23meeting are prepared that fail to show the director's dissent or abstention from the
24action taken and the director delivers to the bank a written notice of that failure that
25complies with s. 221.0103 promptly after receiving the minutes.
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1(b) A director who votes in favor of action taken may not dissent or abstain from
2that action.
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3221.0615 Committees. (1) In general. Unless the articles of incorporation
4or bylaws provide otherwise, a board of directors may create one or more committees,
5appoint members of the board of directors to serve on the committees and designate
6other members of the board of directors to serve as alternates. Each committee shall
7have 2 or more members. Unless otherwise provided by the board of directors,
8members of the committee shall serve at the pleasure of the board of directors.
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9(2) Creation of a committee and appointment of members. Except as provided
10in sub. (3), the creation of a committee, appointment of members to it and designation
11of alternate members, if any, shall be approved by the greater of the following:
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(a) A majority of all the directors in office when the action is taken.