SB494: Bill Text

SB494,21,4 (c) Oral notice is effective when communicated.

SB494,21,9 221.0104 Applicability. This chapter applies to all banks organized and existing within this state. The powers, privileges, duties and restrictions conferred and imposed upon a bank existing and doing business under the laws of this state are hereby abridged, enlarged or modified, as each particular case may require, to conform to this chapter.

SB494,21,12 221.0105 Fees. The division may establish such fees as it determines are appropriate for documents filed with the division under this chapter and for such other services as the division may provide under this chapter.

SB494,21,13 SUBCHAPTER II

SB494,21,14 BANK ORGANIZATION

SB494,21,18 221.0201 Applicants. Any number of adult residents of this state, not less than 3 nor more than 20, who desire to associate for the purpose of organizing a banking corporation under this chapter, may apply to the division to organize a bank. The application shall be made on a form prescribed by the division.

SB494,21,20 221.0202 Application. (1) Contents. An application under s. 221.0201 shall be prepared and filed in duplicate, and shall include all of the following:

SB494,21,21 (a) The location of the proposed bank.

SB494,21,22 (b) The character of the business to be transacted by the proposed bank.

SB494,21,23 (c) The proposed capital of the proposed bank.

SB494,21,24 (d) The full name, residence, and occupation of each applicant.

SB494,21,25 (e) Other information required by the division.

SB494,22,9 (2) Notice of application. Upon receipt by the division of properly executed application, the division shall, within 5 days, forward to the applicants a copy of a notice of application for authority to organize a bank. The notice of application shall contain the information required under sub. (1) and a date and place for hearing on the application. The notice shall be published as a class 3 notice, under ch. 985, by the applicants, at their own expense, in the city, village or town where the bank is to be located. Proof of publication shall be filed with the division in such form as the division requires. The division may waive the requirement of publication, if the bank to be organized is to replace, absorb or consolidate one or more existing banks.

SB494,22,12 (3) Fee. The applicants shall pay to the division a fee in an amount determined by the division, together with the actual costs incurred by the division in making an investigation under sub. (4) of the application.

SB494,22,14 (4) Investigation. (a) At the hearing and by such investigation as the division considers necessary, the division shall consider all of the following:

SB494,22,18 1. Whether the character, responsibility and general fitness of the persons named in the application command confidence and warrant the belief that the business of the proposed bank will be honestly and efficiently conducted in accordance with this chapter.

SB494,22,20 2. Whether public convenience and advantage will be promoted by allowing the bank to organize.

SB494,22,21 3. The character and experience of the proposed officers.

SB494,22,23 4. The adequacy of existing banking facilities and the need of further banking capital.

SB494,22,25 5. The outlook for the growth and development of the area where the bank is to be located.

SB494,23,4 6. The methods and banking practices of any existing banks in the area where the bank is to be located; the interest rate that these existing banks charge to borrowers; and the character of the service which these existing banks provide to the community.

SB494,23,5 7. The prospects for the success of the proposed bank if efficiently managed.

SB494,23,9 (b) The division shall complete the investigation within 90 days after the filing with the division of proof of publication under sub. (2) and the paying of the fee under sub. (3), whichever is later. If a majority of the applicants and the division mutually agree, the time may be extended for an additional period of 60 days.

SB494,23,19 (5) Decision. After completing the investigation under sub. (4), the division shall make a written report to the banking review board stating the results of the investigation and the division's recommendation. The board shall consider the matter, conduct any necessary hearing and promptly make its decision approving or disapproving the application. The decision shall be final except pursuant to s. 220.035 (1) and (3). If the application is approved, the division shall endorse on each of the original applications the word "Approved". If the application is disapproved, the division shall endorse the word "Disapproved". One of the duplicate originals shall be filed in the division's office and one shall be returned by mail to the applicants.

SB494,23,25 221.0203 Certificate of authority. (1) Powers granted by certificate. If an application for authority to organize a banking corporation is approved, the division shall issue a certificate of authority to the applicants, who shall thereafter be known as the incorporators. The certificate of authority shall grant the incorporators such powers as are incidentally or necessarily preliminary to the organization of a banking corporation. These powers include all of the following:

SB494,24,2 (a) Creating a temporary organization, consisting of a chairperson, a secretary and a treasurer.

SB494,24,3 (b) Executing and filing articles of incorporation.

SB494,24,5 (c) Adopting rules for the conduct of meetings of the incorporators and of the first meeting of the shareholders.

SB494,24,6 (d) Opening subscription books for stock.

SB494,24,7 (e) Securing an option on real estate to be used as a bank office.

SB494,24,8 (f) Fixing an amount at which the stock shall be sold.

SB494,24,9 (g) Collecting subscriptions to the stock.

SB494,24,10 (h) Selecting a depository for funds as may be collected.

SB494,24,11 (i) Appointing any agent or agents.

SB494,24,12 (j) Compiling a set of bylaws for submission to the shareholders.

SB494,24,15 (2) Voting requirements. Following the incorporation of a bank, an action permitted by this chapter to be taken by its incorporators may be taken by the majority of its incorporators or the survivors of the incorporators.

SB494,25,6 221.0204 Temporary organization. The chairperson of the incorporators shall preside at all meetings and shall exercise other duties that are ordinarily performed by a chairperson. The secretary shall manage the correspondence of the incorporators, record fully all proceedings of the meetings of the incorporators, file and preserve all documents and papers of the organization, and file any necessary papers with the division. The treasurer shall receive all moneys paid in on subscriptions to stock or for other purposes, keep a true account thereof, deposit these funds in the designated depository, and pay such valid orders as may be drawn on the treasurer. The incorporators shall require a bond in a suitable amount from the treasurer and from other officers and agents who may handle the funds of the proposed bank. The incorporators shall audit claims against the proposed bank and record of action on these claims in the minutes. If a claim is ordered paid, an order shall be drawn upon the treasurer and signed by the chairperson and secretary. Until the completion of the organization of the proposed bank, the incorporators may exercise the powers conferred upon incorporators of corporations under ch. 180, to the extent that these powers are not in conflict with this chapter.

SB494,25,12 221.0205 Capital stock. (1) Capital requirements. Immediately following a bank's organization under this chapter, the division shall determine the required capital of the bank, subject to review by the banking review board. In addition to the required capital stock, a contingent fund and paid-in surplus each in an amount equal to at least 25% of the aggregate amount of the capital stock, shall be subscribed at the time the subscription list of shareholders is prepared by the incorporators.

SB494,25,16 (2) Unimpairment of capital stock. The capital stock of a bank is unimpaired when the amount of capital notes and debentures, as represented by cash or sound assets, or the amount of such preferred stock, or both, equals or exceeds the capital requirement established by the division under sub. (1).

SB494,25,22 221.0206 Articles of incorporation. (1) Time for filing. The incorporators shall file articles of incorporation with the division within a reasonable time, as determined by the division, from the date on which the division approved the certificate of authority. If the incorporators do not file the articles of incorporation within this period, all rights of the incorporators cease and the certificate of authority to organize is void.

SB494,26,2 (2) Form and contents. (a) The articles of incorporation shall be executed in duplicate, and shall be signed by the majority of the incorporators. All signers must be residents of this state and must be subscribers to stock of the bank or of a bank holding company of the bank.

SB494,26,3 (b) The articles of incorporation shall contain all of the following:

SB494,26,6 1. A declaration that the incorporators associate for the purpose of forming a banking corporation under this chapter and stating whether the bank is a state bank or a trust company bank.

SB494,26,7 2. The name of the bank.

SB494,26,8 3. The county and the village, town or city where the bank is to be located.

SB494,26,9 4. The amount of the bank's capital stock.

SB494,26,10 5. Before issuing more than one class of shares, all of the following:

SB494,26,11 a. The distinguishing designation of each class.

SB494,26,12 b. The number of shares of each class that the bank is authorized to issue.

SB494,26,13 c. The preferences, limitations and relative rights of that class.

SB494,26,15 6. Before the issuance of one or more series of shares within a class of shares, all of the following:

SB494,26,16 a. The distinguishing designation of each series within a class.

SB494,26,17 b. The number of shares of each series that the bank is authorized to issue.

SB494,26,18 c. The preferences, limitations and relative rights of that series.

SB494,26,22 7. Any other lawful provisions defining and regulating the powers or business of the bank, its officers or directors; the transfer of its stock; and the disposition of new stock that may be created by amending the articles of incorporation to increase the bank's capital.

SB494,27,6 (3) Approval or disapproval. The division shall, in the division's discretion, approve or disapprove the articles of incorporation. If approved, the division shall endorse on each of the 2 duplicate originals the word "Approved". If disapproved, the division shall endorse on each of the 2 duplicate originals the word "Disapproved". The division shall file one of the originals and shall send the remaining original to the incorporators, together with a certificate showing the date of filing, the approval or disapproval and the date of the approval or disapproval. If the articles of incorporation are approved, the copy sent to the incorporators shall be filed with the records of the bank.

SB494,27,8 (4) Fees. The incorporators shall pay a fee to the division when the articles of incorporation are filed. The fee shall be in an amount determined by the division.

SB494,27,15 221.0207 Filed documents. (1) Proposed bylaws and shareholder list. Within 90 days after the filing of the articles of incorporation under s. 221.0206, unless extended by the division, the incorporators shall file with the division, in duplicate, the proposed bylaws and a complete list of the shareholders of the proposed bank. The list of shareholders shall show the number of shares held by each shareholder and the post-office address of each shareholder. On approval by the division, the bylaws shall be submitted for consideration by the shareholders.

SB494,27,19 (2) Sworn declaration. Within the period for filing under sub. (1), the incorporators shall also file a declaration subscribed and sworn to by each of the incorporators, stating that, to the best of their knowledge and belief, all of the following are true:

SB494,27,22 (a) All shareholders have subscribed for the stock accredited to them in the list of shareholders, in good faith and not as the representative or agent of any corporation or other person.

SB494,27,24 (b) One hundred percent of each stock subscription has been paid in lawful money.

SB494,28,4 (c) No incorporator has entered into any agreement or promise that the bank, when open, shall loan to any shareholder funds for the purpose of paying any indebtedness that may have been incurred by a shareholder to obtain funds to purchase shares of the bank.

SB494,28,7 (d) All money received in payment of stock subscriptions, except such amount as may have been paid out by order of the incorporators, is on deposit to the credit of the incorporators in the designated depository.

SB494,28,10 221.0208 Charter. (1) Notice required. (a) A bank organizing under this chapter shall give notice in writing to the division that it is prepared to commence business after it has done all of the following:

SB494,28,11 1. Adopted bylaws, approved by the division.

SB494,28,14 2. Obtained suitable banking quarters, and the necessary books, forms, stationery, furniture and equipment for the proper and orderly transaction of the business of banking.

SB494,28,16 3. Complied with any other requirements imposed by law or rules of the division necessary to commence business.

SB494,28,19 (b) The notice under par. (a) shall be given to the division within a reasonable time after the date of filing the articles of incorporation, as determined by the division.

SB494,29,2 (2) Examination and issuance of charter. After receiving a notice under sub. (1) (a), the division shall make an examination of the organizing bank. If this examination satisfies the division that the stock subscriptions have been fully paid in lawful money and that the bank is lawfully entitled to commence business, the division shall issue to the bank a certificate of authority for the bank to commence business. The certificate of authority to commence business is the charter of the bank. The division shall give each charter a charter number.

SB494,29,5 (3) Denial of charter. The division may, with the advice and consent of the attorney general, deny the issuance of a charter if the division has reason to believe that any of the following is true:

SB494,29,7 (a) The shareholders have formed the bank for any purpose other than the legitimate business contemplated by this chapter.

SB494,29,10 (b) A fact stated in the declaration under s. 221.0207 (2) is untrue, or that other reasons exist that would make the opening of the bank injurious to the public interest.

SB494,29,13 221.0209 Prohibition on transacting business. A bank may not transact any business, except such as is incidental or necessarily preliminary to its organization until it has been issued a charter under s. 221.0208.

SB494,29,19 221.0210 Publication of charter. The bank shall cause the charter issued under s. 221.0208, to be published as a class 1 notice, under ch. 985, in the city, village or town where the bank is located. This notice shall be published within 15 days after the division issues the charter. The bank shall file proof of publication with the division. If a bank fails to comply with this section, the division shall cause the notice to be published at the bank's expense and the bank shall forfeit $100 to the division.

SB494,30,2 221.0211 Amendment of articles of incorporation. (1) Voting, filing and approval requirements. A bank may amend its articles of incorporation in any manner not inconsistent with law. The amendment may be made at any time, by a vote of its shareholders owning a majority of the stock of the bank who are entitled to vote, unless the articles of incorporation or bylaws require a greater number of affirmative votes of the capital stock. The vote shall be taken at a meeting called for that purpose. The bank shall submit the amendment to the division. The amendment is not effective unless approved by the division.

SB494,30,4 (2) Filing. The amendment, certified by an officer of the bank, shall be filed with the division, as required for the articles of incorporation.

SB494,30,9 (3) Increase of capital. An increase of the capital of the bank, by amending the bank's articles of incorporation, is not 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.

SB494,30,16 (4) Reduction of capital. An amendment of the articles of incorporation may not reduce the capital of the bank to an amount less than that required under this chapter. A bank may not cancel stock certificates pursuant to an amendment to the bank's articles of incorporation reducing the bank's capital, until the amendment has been approved by the division. Any reduction in capital must be a proportional reduction of all outstanding shares, unless the division determines that a reduction in a different manner is in the best interests of the depositors.

SB494,30,19 221.0212 Restated articles of incorporation. (1) When permitted. A bank's board of directors may restate the articles of incorporation at any time. Except as provided in sub. (3), shareholder approval is not required.

SB494,30,25 (2) Form of restated articles. The restated articles of incorporation shall consist of the articles of incorporation, as amended to date, and shall contain a statement that the restated articles of incorporation supersede and take the place of the original articles of incorporation, any restated articles of incorporation previously adopted, and all amendments to the original and any restated articles of incorporation.

SB494,31,4 (3) Restatements including amendments. In addition to the contents described in sub. (2), the restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment, the restatement shall be adopted in the manner provided under s. 221.0211.

SB494,31,9 (4) Required filing and certificate. A bank restating its articles of incorporation shall file articles of restatement, certified by an officer of the bank, with the division. The articles of restatement shall include the name of the bank and the text of the restated articles of incorporation. The articles of restatement shall be filed with a certificate that includes all of the following information:

SB494,31,11 (a) A statement indicating whether the restatement contains an amendment to the articles of incorporation requiring shareholder approval.

SB494,31,14 (b) If the restatement does not contain an amendment to the articles of incorporation requiring shareholder approval, a statement that the board of directors of the bank adopted the restatement.

SB494,31,16 (c) If the restatement contains an amendment to the articles of incorporation requiring shareholder approval, the information required by s. 221.0211.

SB494,31,20 (5) Effect of restatement. The restated articles of incorporation supersede the original articles of incorporation, any restated articles of incorporation previously adopted, and all amendments to the original and any restated articles of incorporation.

SB494,31,24 221.0213 Bylaws. (1) Voting requirements. A bank may make, amend or repeal its bylaws by an affirmative vote of shareholders owning a majority of the stock of the bank who are entitled to vote, unless the articles of incorporation or bylaws require a greater number of affirmative votes.

SB494,32,3 (2) Content. The bylaws of a bank may contain any provision for managing the business and regulating the affairs of the bank that is not inconsistent with its articles of incorporation or with the laws of this state.

SB494,32,7 221.0214 Amendment of bylaws by board of directors or shareholders. (1) Amendment by board of directors. A bank's board of directors may amend or repeal the bank's bylaws or adopt new bylaws, except to the extent that any of the following applies: