Powers of banks
Under current law, a bank is permitted to contract with other depository
institutions to provide banking and financially related products or services, subject
to review of the contract by the division. This bill modifies that provision to provide
that no contract is required for the acceptance of customer deposits at affiliated
banks.
Current law contains a number of specific provisions regarding the acquisition
of stock of a federal reserve bank, the federal home loan bank, the federal national
mortgage association and certain other federal agencies. In addition, this bill creates
a general provision which allows a bank to acquire, with the approval of the division,
the stock of any state or federal agency or any similar institution approved by the
division.
The bill grants to banks the authority, with the approval of the division, to
securitize assets for sale to the public in accordance with rules promulgated by the
division. The bill also adds a statutory prohibition on engaging in the business of
underwriting insurance, either directly or through a subsidiary.
Current law contains certain restrictions on the amount that a bank may invest
in bank building corporations and furniture, equipment and fixtures. These specific
restrictions are removed, although banks remain subject to an overall limit on bank
facilities, furniture, equipment, fixtures and investments in bank building
corporations equal to 60% of the bank's capital. Current law contains certain specific
provisions authorizing investments in real estate to provide parking and remote
facilities. The bill repeals these provisions and replaces them with a general

authorization for banks to acquire real estate for such other purposes as may be
approved by the division.
Current law contains certain provisions limiting bank liabilities to any one
person. Two separate tests must be met in order to determine compliance with these
provisions: under one test, all liabilities to one person may not exceed 20% of the
bank's capital and under the other test, all liabilities to the person, with certain
exclusions, may not exceed 15% of the bank's capital. This bill eliminates the 15%
test. Under current law, certain types of liabilities, including direct obligations of the
federal government and obligations of federal agencies that are guaranteed by the
federal government, are exempt from these limitations entirely. This bill amends
this provision to cover direct obligations of this state and state agency obligations
that are guaranteed by the state government. The bill incorporates into the statutes
certain banking rules regarding a bank's investment in time deposits and certificates
of deposit of other banking institutions and in bonds issued by foreign governments
and certain international banking institutions.
Current law also allows a bank to make loans and investments, subject to
certain percentage limits of the bank's capital established by the division for the
bank. Under current law, the percentage limitation of capital that is established by
the division may not exceed 20% for loans and 10% for investments. This bill
increases the maximum percentage limit for investments from 10% to 20%. In
addition, current law provides for investments to be made directly by the bank; the
bill permits the investment to be made directly or through a subsidiary. The bill also
provides that these permitted investments may include investments in other
financial institutions.
Under current law, a bank may generally not hold or purchase more than 5%
of its capital stock, notes or debentures. This bill increases this authority from 5%
to 10% and adds certain new provisions governing the status of these treasury
shares.
Current law limits the situations in which a bank may pledge its assets as
collateral. This bill amends this provision to allow a bank to secure deposits for a
particular depositor where permitted or required by law and to secure repurchase
agreements entered into by the bank.
The bill repeals certain provisions governing the situations in which a bank
may relocate its principal office and repeals a provision specifically authorizing a
bank to make charitable contributions. The bill repeals certain provisions dealing
specifically with the ability of a bank to invest in partnership interests in farm
operations; under the bill, these investments would be treated under the general
provisions dealing with bank investments.
Incorporation of provisions from corporate law
The bill incorporates a number of provisions from the corporate law, with minor
modifications, and specifically applies them to banks. These provisions include
provisions that do the following:
1. Specify how notice may be provided to and by a bank and specify the date
on which certain notices are effective.

2. Generally prohibit the use of a name by a bank, if the name is
indistinguishable from another bank's name. The bill permits a bank to use the same
name as another bank in certain specified instances involving mergers, acquisitions
or reorganizations.
3. Specify quorum and voting requirements with respect to shareholder voting
groups and specify methods of setting greater or lower quorum requirements or
greater voting requirements.
4. Specify the method of counting shareholders.
5. Require that the bank have outstanding, at all times, shares that together
have unlimited voting rights and are entitled to receive the net assets of the bank
upon dissolution.
6. Govern the issuance of classes of stocks and different series of stock within
a class, govern issuance and disposition of fractional shares and govern the issuance
of share dividends.
7. Govern the form and content of share certificates.
8. Permit certain restrictions on the transfer of the shares and other securities
of a bank.
9. Specify when preemptive rights exist for bank shares and specify how those
rights may be exercised, waived or lapsed.
10. Regulate annual and special meetings of a bank's shareholders, including
provisions regarding required notices and disclosures to shareholders, and allowing
for action to be taken without a meeting in certain circumstances.
11. Establish the record date for determining the shareholders entitled to vote
or take other action and requiring the preparation and inspection of shareholder lists
prior to shareholder meetings.
12. Govern the use of proxies at shareholder meetings, including the method
of appointing and revoking a proxy, the effective date of a proxy, the effect of the proxy
and the effect of death or incapacity of a shareholder on the proxy; the recognition
of shares registered in the name of a nominee; the use of voting trusts and
agreements.
13. Govern the acceptance of instruments showing shareholder action.
14. Govern cumulative voting for directors.
15. Govern indemnification and insurance of directors, officers and employes;
limit director liability; and govern director conflicts of interest.
16. Govern the resignation and removal of directors, notice requirements for
board meetings, waiver of notice, board of director quorum and voting requirements,
and committees of the board.
17. Permit directors and officers to rely on certain information, unless they
have knowledge that makes the reliance unwarranted. The provisions cover
information supplied by certain officers and employes, experts and board
committees.
18. Allow directors do consider certain factors, other than shareholder
interests, in taking action.
19. Allow officers to hold more than one office simultaneously, govern the
resignation and removal of officers, and their duties.

20. Govern share exchanges and dissenters' rights. The dissenters' rights
provisions govern the creation of these rights, the application of these rights to
beneficial shareholders and after-acquired shares, the manner of exercising the
rights, dissenters' notices, demands for payment, methods of payment and
valuation, and appeal procedures.
Merger, consolidation, dissolution, liquidation and forfeiture of charter
Under current law, a consolidation or merger must be approved by shareholders
owning two-thirds of the bank's stock; the bill requires a vote by the shareholders
holding a majority of the outstanding capital stock and by the shareholders holding
a majority of any preferred stock entitled to vote, unless greater percentages are
required in the articles of incorporation or the bylaws. The bill removes the specific
30-day notice requirement for shareholder meetings to vote on mergers and
consolidations. The bill also repeals the specific dissenter's rights provisions with
more detailed dissenters' rights provisions incorporated from corporate law. Under
current law, the charter of a bank that has been absorbed by another bank may be
cancelled after publication of a class 3 notice and opportunity for rejection. This bill
repeals these requirements and requires the division to cancel the charter of the
absorbed bank upon consummation of the merger. Finally, the bill creates a new
provision allowing banks to consolidate or merge into an interim bank, organized
pursuant to rules promulgated by the division.
Under current law, a bank may be dissolved by the act of its shareholders
owning two-thirds of its stock. This bill changes this to require only the vote of
shareholders owning a majority of the stock entitled to vote, unless a greater
percentage is specified in the articles of incorporation or bylaws. Similarly, the
two-thirds vote requirement for liquidation is changed to the vote of shareholders
owning a majority of the outstanding capital stock, unless a greater percentage is
required under the articles of incorporation or the bylaws.
Other changes relating to state banks
The bill eliminates a requirement that prohibits banks from carrying any of its
assets on its books at a valuation exceeding its actual cost to the bank, without the
prior written consent of the division.
Current law requires that banks provide a customer, upon request, with a copy
of any written appraisal report which is held by the financial institution, which
relates to residential real estate that the individual owns or has agreed to purchase
and for which a fee is imposed. This bill provides that compliance with certain
appraisal disclosure requirements under federal law satisfies this requirement. The
bill repeals certain state law funds availability requirements. The bill also repeals
certain state law requirements relating to account disclosures and change in term
notices for state banks, as well as requirements to give customers notice of all of their
affiliated relationships in connection with a transaction conducted by a bank, bank
holding company or subsidiary.
The bill allows banks to obtain reimbursement for expenses and costs incurred
in searching for, reproducing and transporting books, papers, records and other data
required to be produced by legal process, unless otherwise prohibited by law. Under

current law, a bank is required to make at least 2 reports to the division each year,
on forms prescribed by the division; the most recent of these reports as of the last
business day of the 4th calendar quarter shall be published by the bank as a class
1 notice. This bill repeals the publication requirement.
The bill expands the scope of services permitted to be provided by bank-owned
banks to include certain correspondent banking services. Under current law,
shareholders of a bank may file a declaration with the division agreeing to be
individually responsible for the debts, demands and liabilities of the bank. This bill
repeals these provisions.
Trust company BANKS AND TRUST ACCOUNTS
The bill also makes a number of changes relating to trust company banks and
to trust accounts. These changes include the following:
1. Modifying the provisions governing the liquidation of failed blanks to permit
the division to transfer trust accounts of a failed bank to a successor organization
without having the successor assume liability for the past acts of the failed bank.
2. Repealing statutorily specified minimum capital requirements for trust
company banks and allowing the division to establish, with the approval of the
banking review board, minimum capital requirements for trust company banks.
3. Providing that trust company banks may not accept deposits, other than
trust deposits.
4. Eliminating the ability of a trust company bank, with court approval, to
transfer to trust estates any mortgages or other securities owned by the trust
company bank.
5. Allowing trust service offices to be established at any insured depository
institution, not just state or national banks as under current law.
6. Allows trust company banks to maintain adequate errors and omissions
insurance coverage in lieu of making an indemnity fund deposit.
Other changes
In addition to the changes regarding state banks and trust company banks, the
bill modifies the definition of public depository to require that public depositories
have main or branch offices in this state.
Current law contains certain provisions governing residential mortgage loans
which regulate prepayments of these loans, escrow accounts, late payment charges
on instalments, interest imposed after acceleration or the maturity of a loan and
required disclosures. Current law also contains provision governing variable rate
loans which regulate the maximum term of these loans, the use of approved indices,
notice of interest payment changes and required disclosures. This bill amends these
provisions to provide that they are not applicable to loans that are primarily for a
business or agricultural purpose.

For further information see the state fiscal estimate, which will be printed as
an appendix to this bill.
The people of the state of Wisconsin, represented in senate and assembly, do
enact as follows:
SB494, s. 1 1Section 1. 34.09 of the statutes, as affected by 1995 Wisconsin Act 27, is
2amended to read:
SB494,10,16 334.09 Financial institutions eligible as public depositories. Every
4federal or state credit union, state bank, federal or state savings and loan
5association, savings and trust company and federal or state savings bank and every
6national bank located in this state which complies in all respects as to public deposits
7with this chapter and will accept payments made by the state under s. 16.412
may
8be designated as a public depository and may receive and hold public deposits,
9subject to this chapter, if the financial institution has a branch or main office located
10in this state, complies with this chapter with respect to public deposits and accepts
11payments made by the state under s. 16.412
. The division of banking shall have has
12the same powers and duties with regard to making and continuing public deposits
13in national banks, federal and state credit unions, federal and state savings banks
14and federal and state savings and loan associations as the powers and duties
15exercised and performed by the division of banking with regard to public deposits in
16state banks.
SB494, s. 2 17Section 2. 66.04 (2m) (a) of the statutes is amended to read:
SB494,10,1918 66.04 (2m) (a) The institution is authorized to exercise trust powers under s.
19221.04 (6) 221.0316 or ch. 223.
SB494, s. 3 20Section 3. 138.052 (10) of the statutes is renumbered 138.052 (10) (intro.) and
21amended to read:
SB494,11,1
1138.052 (10) (intro.) This section does not apply to loans any of the following:
SB494,11,3 2(a) A loan to corporations a corporation or a limited liability companies
3company.
SB494, s. 4 4Section 4. 138.052 (10) (b) of the statutes is created to read:
SB494,11,65 138.052 (10) (b) A loan that is primarily for a business purpose or for an
6agricultural purpose, as defined in s. 421.301 (4).
SB494, s. 5 7Section 5. 138.056 (8) of the statutes is repealed and recreated to read:
SB494,11,88 138.056 (8) Applicability. This section does not apply to any of the following:
SB494,11,99 (a) A loan or forbearance to a corporation or a limited liability company.
SB494,11,1110 (b) A loan that is primarily for a business purpose or for an agricultural
11purpose, as defined in s. 421.301 (4).
SB494,11,1212 (c) A reverse mortgage loan, as defined in s. 138.058 (1) (b).
SB494,11,1313 (d) A transaction initially entered into before November 1, 1981.
SB494, s. 6 14Section 6. 157.19 (2) (a) of the statutes is amended to read:
SB494,11,2315 157.19 (2) (a) Except as provided in sub. (5) and the rules promulgated under
16sub. (4), the cemetery authority may deposit care funds under s. 157.11 (9g), and
17shall deposit care funds under s. 157.12 (3) and preneed trust funds under s. 440.92,
18with a financial institution located in this state. The financial institution shall be
19the trustee of the care funds and preneed trust funds. A bank need not comply with
20s. 221.04 (6) 221.0316 (1) or (2) or ch. 223 to accept or disburse deposits under this
21section. The trustee shall invest the care funds and preneed trust funds as provided
22under s. 881.01, except as provided in sub. (5) and the rules promulgated under sub.
23(4).
SB494, s. 7 24Section 7. 180.1132 (2) (a) of the statutes is amended to read:
SB494,12,3
1180.1132 (2) (a) A corporation if a business combination involving the
2corporation is governed by s. 186.31, 215.53, 215.73, 221.25, 221.565 221.0702 or
3223.11 223.21.
SB494, s. 8 4Section 8. 180.1150 (3) (h) of the statutes is repealed.
SB494, s. 9 5Section 9. 186.113 (15) (a) of the statutes, as affected by 1995 Wisconsin Acts
627 and 55, is amended to read:
SB494,12,237 186.113 (15) (a) Directly or indirectly, acquire, place and operate, or participate
8in the acquisition, placement and operation of, at locations other than its offices,
9remote terminals, in accordance with rules established by the office of credit unions.
10The rules shall provide that any remote terminal shall be available for use, on a
11nondiscriminatory basis, by any state or federal credit union which has its principal
12place of business in this state, by any other credit union obtaining the consent of a
13state or federal credit union which has its principal place of business in this state and
14is using the terminal and by all members designated by a credit union using the
15terminal. This subsection does not authorize a credit union which has its principal
16place of business outside the state to conduct business as a credit union in this state.
17The remote terminals also shall be available for use, on a nondiscriminatory basis,
18by any state or national bank, state or federal savings bank or state or federal savings
19and loan association, whose home office is located in this state, if the bank, savings
20bank or savings and loan association requests to share its use, subject to the joint
21rules established under s. 221.04 (1) (k) 221.0303 (2). The office of credit unions by
22order may authorize the installation and operation of a remote terminal in a mobile
23facility, after notice and hearing upon the proposed service stops of the mobile facility.
SB494, s. 10 24Section 10. 215.13 (46) (a) 1. of the statutes, as affected by 1995 Wisconsin Acts
2527 and 55, is amended to read:
SB494,13,20
1215.13 (46) (a) 1. Directly or indirectly, acquire, place and operate, or
2participate in the acquisition, placement and operation of, at locations other than its
3home or branch offices, remote service units, in accordance with rules established by
4the division. Remote service units established in accordance with such rules are not
5subject to sub. (36), (39), (40) or (47) or s. 215.03 (8). The rules of the division shall
6provide that any such remote service unit shall be available for use, on a
7nondiscriminatory basis, by any state or federal savings and loan association which
8has its principal place of business in this state, by any other savings and loan
9association obtaining the consent of a state or federal savings and loan association
10which has its principal place of business in this state and is using the terminal and
11by all customers designated by a savings and loan association using the unit. This
12paragraph does not authorize a savings and loan association which has its principal
13place of business outside this state to conduct business as a savings and loan
14association in this state. The remote service units also shall be available for use, on
15a nondiscriminatory basis, by any credit union, state or national bank or state or
16federal savings bank, whose home office is located in this state, if the credit union,
17bank or savings bank requests to share its use, subject to the joint rules established
18under s. 221.04 (1) (k) 221.0303 (2). The division by order may authorize the
19installation and operation of a remote service unit in a mobile facility, after notice
20and hearing upon the proposed service stops of the mobile facility.
SB494, s. 11 21Section 11. 215.13 (51) of the statutes, as affected by 1995 Wisconsin Acts 27
22and 55, is amended to read:
SB494,14,323 215.13 (51) Contract for financial services. Contract with a bank that is
24owned by a bank holding company which also owns the contracting association, to
25provide products or services under s. 221.04 (1) (p) 221.0301 (8). The bank shall be

1subject to regulation and examination by the division with regard to services
2performed under the contract to the same extent as if the services were being
3performed by the association itself on its own premises.
SB494, s. 12 4Section 12. 217.11 (1) of the statutes is amended to read:
SB494,14,75 217.11 (1) Every check sold by any licensee shall bear the name of the licensee
6clearly imprinted thereon, including the words authorized under s. 221.49 (2)
7221.0402 (2) if applicable.
SB494, s. 13 8Section 13. 219.08 of the statutes is repealed.
SB494, s. 14 9Section 14. 220.04 (6) (a) of the statutes, as affected by 1995 Wisconsin Act 27,
10is amended to read:
SB494,14,2111 220.04 (6) (a) The division, with the approval of the banking review board, may
12establish uniform savings rules which shall be adopted by every bank and trust
13company bank. Such rules may provide the conditions under which banks or trust
14company banks may accept time deposits and the methods of figuring interest. Such
15rules may also provide the term of notice of withdrawal and the amounts which may
16be withdrawn by depositors, which conditions the bank may put in force in times of
17financial stress by action of its board of directors. The maximum rate of interest on
18deposits paid by banks whose deposits are not insured by the federal deposit
19insurance corporation, whether certificates of deposit or book savings deposits, shall
20be the same as the rate set by the federal deposit insurance corporation for banks
21whose deposits are insured by it
.
SB494, s. 15 22Section 15. 220.04 (7) (b) 3. of the statutes is amended to read:
SB494,14,2523 220.04 (7) (b) 3. Require the organization to maintain reasonable safeguards
24to protect fiduciary property including the maintenance of an indemnity fund in the
25same manner as that required of trust company banks under s. 223.02 (1).
SB494, s. 16
1Section 16. 220.04 (9) (a) 2. of the statutes, as affected by 1995 Wisconsin Act
227
, is amended to read:
SB494,15,53 220.04 (9) (a) 2. "Regulated entity" means a bank, trust company bank and any
4other entity which is described in s. 220.02 (2) or 221.56 221.0526 as under the
5supervision and control of the division.
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