SB494: Bill Text

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:

SB494,32,9 (a) The articles of incorporation, s. 221.0503 or any other provision of this chapter reserve that power exclusively to the shareholders.

SB494,32,12 (b) The shareholders, in adopting, amending or repealing a particular bylaw, provided in the bylaws that the board of directors may not amend, repeal or readopt that bylaw.

SB494,32,15 (2) Amendment by shareholders. A bank's shareholders may amend or repeal the bank's bylaws or adopt new bylaws, even though the board of directors may also amend or repeal the bank's bylaws or adopt new bylaws.

SB494,32,20 221.0215 Authorized stock. (1) Increase in capital stock. A bank may authorize an increase in the capital stock of the bank in the category of authorized but unissued stock if approved by the division and if approved by a vote of shareholders owning a majority of the stock of the bank entitled to vote, or by such greater percentage provided in the bank's articles of incorporation or bylaws.

SB494,32,22 (2) Authorized but unissued stock. A bank may issue authorized but unissued stock in all of the following circumstances:

SB494,32,23 (a) To employes of the bank pursuant to a stock option or stock purchase plan.

SB494,32,25 (b) In exchange for convertible preferred stock and convertible capital debentures, in accordance with the terms of the stock or debentures.

SB494,33,2 (c) For such other purposes and considerations as may be approved by both the division and the board of directors of the bank.

SB494,33,10 (3) Classes of shares. The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the bank is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class. Before the issuance of shares of a class, the bank shall describe in its articles of incorporation the preferences, limitations and relative rights of that class. All shares of a class shall have preferences, limitations and relative rights identical with those of other shares of the same class, unless the class is divided into series.

SB494,33,18 (4) Series of shares. The articles of incorporation may create series of shares within a class of shares. Before the issuance of shares of a series, the bank shall describe in its articles of incorporation the number of shares of each series that the bank is authorized to issue, a distinguishing designation for each series within a class and the preferences, limitations and relative rights of that series. All shares of a series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

SB494,33,20 (5) Articles of incorporation. The articles of incorporation shall authorize all of the following:

SB494,33,21 (a) One or more classes of shares that together have unlimited voting rights.

SB494,33,24 (b) One or more classes of shares, which may be the same class or classes as those with voting rights under par. (a), that together are entitled to receive the net assets of the bank upon dissolution.

SB494,34,3 (6) Types of preferences and rights. The articles of incorporation may authorize one or more classes of shares that have designations, preferences, limitations and relative rights that may include any of the following:

SB494,34,5 (a) Special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by this chapter.

SB494,34,7 (b) Subject to s. 221.0323, provisions for the redemption or conversion of the shares under any of the following terms specified by articles of incorporation:

SB494,34,9 1. At the option of the bank, the shareholder or another person, or upon the occurrence of a designated event.

SB494,34,10 2. For cash, indebtedness, securities or other property.

SB494,34,12 3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.

SB494,34,14 (c) Provisions entitling the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.

SB494,34,16 (d) Preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the bank.

SB494,34,19 (7) Powers of board of directors with respect to classes and series. To the extent provided in the articles of incorporation, the board of directors may, subject to the limits of this section, do any of the following:

SB494,34,21 (a) Determine with respect to any class of shares the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that class.

SB494,34,25 (b) Create one or more series within a class, and, with respect to any series, determine the number of shares of the series, the distinguishing designation and the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that series.

SB494,35,4 (8) Articles of amendment. Articles of amendment to a bank's articles of incorporation authorizing the issuance of shares of a class or series shall contain all of the following and shall be delivered to the division before issuing any shares of the class or series:

SB494,35,5 (a) The name of the bank.

SB494,35,7 (b) The text of the amendment determining the terms of the class or series of shares.

SB494,35,8 (c) The number of shares of the class or series of shares created.

SB494,35,9 (d) A statement that none of the shares of the class or series has been issued.

SB494,35,10 (e) The date that the amendment was adopted.

SB494,35,13 (f) A statement that the amendment was adopted by the board of directors and that shareholder action was not required. An amendment filed under this subsection is not effective unless approved by the division.

SB494,35,22 (9) Resolutions modifying preferences, limitations and relative rights. After the articles of amendment are filed under sub. (8) and before the bank issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke any preferences, limitations or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose. The bank shall file with the division revised articles of amendment that comply with sub. (8). A preference, limitation or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the preference, limitation or relative right.

SB494,36,5 221.0216 Preferred stock. (1) Issuance. (a) Except as provided in sub. (2), a bank may issue preferred stock of one or more classes by providing for the issuance in the original articles of incorporation, or by providing for the issuance by an amendment to these articles of incorporation that is approved by the division and by shareholders owning a majority of the stock of the bank entitled to vote, or such greater percentage as may be required in the bank's articles of incorporation or bylaws. An issue of preferred stock is not valid until the par value of all preferred stock is paid in.

SB494,36,8 (b) Preferred stock issued under par. (a) may be issued in such amount and with such par value as may be approved by the division and may provide for any of the following, subject to the approval of the division: