Amendment ASA-AB150

AB150-ASA,1824,18 221.03 (5) A certificate signed by the register of deeds, showing the articles have been recorded in the office of the register of deeds, shall be returned to the commissioner division.

AB150-ASA, s. 6086 Section 6086. 221.03 (6) of the statutes is amended to read:

AB150-ASA,1824,25 221.03 (6) Within 90 days from the filing of the articles of incorporation, the corporators shall file with the commissioner division, in duplicate, the proposed bylaws and a complete list of the stockholders of the proposed bank, showing the number of shares held by each, the post-office address, and the approximate worth of each. On approval by the commissioner division, the bylaws shall be submitted for consideration by the shareholders.

AB150-ASA, s. 6087 Section 6087. 221.04 (1) (intro.) of the statutes is amended to read:

AB150-ASA,1825,8 221.04 (1) General. (intro.) Upon the execution and filing of the articles of incorporation with the commissioner of banking division and the approval by the commissioner division, and upon the recording of the articles with the register of deeds of the county in which the bank is to be located, the bank shall become a body corporate, and in addition to the powers conferred by the general corporations law, subject to the restrictions and limitations contained in this section, having the following powers:

AB150-ASA, s. 6088 Section 6088. 221.04 (1) (jm) 1. of the statutes is amended to read:

AB150-ASA,1825,11 221.04 (1) (jm) 1. To establish and maintain a branch bank with the approval of the commissioner division.

AB150-ASA, s. 6089 Section 6089. 221.04 (1) (jm) 3. of the statutes is amended to read:

AB150-ASA,1825,14 221.04 (1) (jm) 3. A bank may transfer a branch bank to any other bank located in this state with the approval of the commissioner division.

AB150-ASA, s. 6090 Section 6090. 221.04 (1) (jm) 4. of the statutes is amended to read:

AB150-ASA,1825,18 221.04 (1) (jm) 4. A bank may establish a branch bank in another state with the approval of the commissioner division and the appropriate regulator of the other state.

AB150-ASA, s. 6091 Section 6091. 221.04 (1) (jm) 5. of the statutes is amended to read:

AB150-ASA,1825,24 221.04 (1) (jm) 5. The establishment of a branch bank under subd. 1. or the conversion of a bank to a branch bank under subd. 2. shall be approved if the financial and managerial resources and future prospects of the bank establishing a branch bank or the surviving bank of a merger or consolidation are satisfactory to the commissioner division.

AB150-ASA, s. 6092 Section 6092. 221.04 (1) (jm) 6. of the statutes is amended to read:

AB150-ASA,1826,4 221.04 (1) (jm) 6. A bank shall apply for the establishment or transfer of a branch bank under this paragraph to the commissioner division on a form furnished by the commissioner division. The application shall be accompanied by a fee of $1,000.

AB150-ASA, s. 6093 Section 6093. 221.04 (1) (jm) 8. of the statutes is amended to read:

AB150-ASA,1826,8 221.04 (1) (jm) 8. At least 30 days before closing a branch bank, a bank shall notify the commissioner division in writing and post a notice of the closing in the lobby of the bank and the lobby of the branch bank to be closed.

AB150-ASA, s. 6094 Section 6094. 221.04 (1) (jm) 9. of the statutes is amended to read:

AB150-ASA,1826,12 221.04 (1) (jm) 9. Every branch bank, branch office or bank station existing on August 1, 1989, shall be considered a branch bank approved by the commissioner division under this paragraph.

AB150-ASA, s. 6095 Section 6095. 221.04 (1) (k) 1. of the statutes is amended to read:

AB150-ASA,1827,12 221.04 (1) (k) 1. Directly or indirectly, to acquire, place and operate, or participate in the acquisition, placement and operation of, at locations other than its main or branch offices, customer bank communications terminals, in accordance with rules established by the commissioner division. The rules of the commissioner division shall provide that any such customer bank communications terminal shall be available for use, on a nondiscriminatory basis, by any state or national bank which has its principal place of business in this state, by any other bank obtaining the consent of a state or national bank which has its principal place of business in this state and is using the terminal and by all customers designated by a bank using the terminal. This paragraph does not authorize a bank which has its principal place of business outside this state to conduct banking business in this state. The customer bank communications terminals also shall be available for use, on a nondiscriminatory basis, by any credit union, savings and loan association or savings bank, whose home office is located in this state, if the credit union, savings and loan association or savings bank requests to share its use, subject to rules jointly established by the commissioner division of banking, the commissioner office of credit unions and the commissioner division of savings and loan. The rules of the commissioner division and the joint rules shall each prohibit any advertising with regard to a shared terminal which suggests or implies exclusive ownership or control of the shared terminal by any financial institution or group of financial institutions operating or participating in the operation of the terminal. The commissioner division by order may authorize the installation and operation of a customer bank communications terminal in a mobile facility, after notice and hearing upon the proposed service stops of the mobile facility.

AB150-ASA, s. 6096 Section 6096. 221.04 (1) (k) 3. of the statutes is amended to read:

AB150-ASA,1827,22 221.04 (1) (k) 3. If any person primarily engaged in the retail sale of goods or services owns or operates a customer bank communications terminal on such person's premises and allows access to such terminal by any financial institution, group of financial institutions, or their customers for any purpose or function nothing in this paragraph or in rules established by the commissioner division shall, or shall be construed or interpreted to, require such person to accept any connection to or use of the customer bank communications terminal on its premises for any other purpose or function or to accept any connection to the terminal on its premises by any other financial institution.

AB150-ASA, s. 6097 Section 6097. 221.04 (1) (k) 4. of the statutes is amended to read:

AB150-ASA,1828,6 221.04 (1) (k) 4. If a person primarily engaged in the retail sale of goods or services owns or operates a customer bank communications terminal on such person's premises and allows access to the terminal by any financial institution, group of financial institutions or their customers for any purpose or function, no laws governing such institutions or rules established by the commissioner division shall apply to such person other than those laws or rules directly related to the particular function performed by the terminal on such person's premises for a financial institution.

AB150-ASA, s. 6098 Section 6098. 221.04 (1) (n) 1. (intro.) of the statutes is amended to read:

AB150-ASA,1828,18 221.04 (1) (n) 1. (intro.) Upon amendment of the articles of incorporation under s. 221.12 and obtaining, prior to the date which is 2 years after May 7, 1982, approval of the commissioner division and the banking review board, to relocate the principal office of the bank to another place in the municipality in which the principal office is located on the date of the amendment, and to continue to operate the former principal office, or an office located within 1,500 feet of the boundary of the parcel of real estate occupied by the former principal office measured on a straight line connecting the 2 nearest points on the respective parcels of real estate, as a branch, notwithstanding par. (f), if all the services provided by the principal office are also provided by the branch, the branch is operated for at least 5 years after the date of relocation and the commissioner division and the banking review board find that:

AB150-ASA, s. 6099 Section 6099. 221.04 (1) (n) 3m. (intro.) of the statutes is amended to read:

AB150-ASA,1828,24 221.04 (1) (n) 3m. (intro.) A branch office approved under this paragraph may not cease operations unless it has operated for at least 5 years and the commissioner division and the banking review board have approved cessation. The commissioner division may approve cessation only after holding a public hearing in the area served by the branch or principal office and considering all of the following:

AB150-ASA, s. 6100 Section 6100. 221.04 (1) (n) 4. of the statutes is amended to read:

AB150-ASA,1829,3 221.04 (1) (n) 4. Any finding by the comptroller of currency which permits a national bank to operate a branch at a location which the commissioner division finds does not meet the requirements of subds. 1. to 3. renders this paragraph void.

AB150-ASA, s. 6101 Section 6101. 221.04 (1) (p) of the statutes is amended to read:

AB150-ASA,1829,10 221.04 (1) (p) To contract with one or more banks to provide banking and financially related products or services on its behalf to its customers or to establish a joint branch bank of the contracting banks. The contracting banks shall inform the commissioner division in writing of any contract entered into under this paragraph. The establishment of a joint branch bank is subject to the provisions for the establishment of a branch bank in par. (jm).

AB150-ASA, s. 6102 Section 6102. 221.04 (1) (pm) of the statutes is amended to read:

AB150-ASA,1829,18 221.04 (1) (pm) To contract with a savings and loan association that is owned by a bank holding company which also owns the contracting bank, to provide banking and financially related products or services on its behalf to its customers. The savings and loan association shall be subject to regulation and examination by the commissioner division with regard to services performed under the contract to the same extent as if the services were being performed by the bank itself on its own premises.

AB150-ASA, s. 6103 Section 6103. 221.04 (3e) (a) of the statutes is amended to read:

AB150-ASA,1830,3 221.04 (3e) (a) Subject to review by the commissioner of banking division under par. (b), a bank may, with the approval of its board of directors, purchase and hold capital stock of the federal home loan bank for the purpose of becoming a member of the federal home loan bank as provided in the federal home loan bank act, 12 USC 1421 to 1449. A bank that becomes a member may exercise borrowing privileges or use any other service offered to a member by the federal home loan bank if the privileges or service is not in conflict with the laws of this state. Without becoming a member, a bank may exercise deposit privileges and use other services offered to nonmembers by the federal home loan bank.

AB150-ASA, s. 6104 Section 6104. 221.04 (3e) (b) of the statutes is amended to read:

AB150-ASA,1830,15 221.04 (3e) (b) A bank that intends to become a member of the federal home loan bank shall give the commissioner of banking division written notice of its intention to apply for membership. The commissioner division may prohibit a bank from becoming a member if the bank's capital and undistributed surplus is less than the amount required for that bank or if the commissioner division finds that the bank is in an unsafe or unsound condition. The commissioner division shall have 30 days after the date on which the notice is received to issue a prohibition under this paragraph. The commissioner division may extend the time for issuing a prohibition up to 30 additional days if the commissioner division notifies the bank before the initial 30-day period expires that the commissioner division is extending the time limit.

AB150-ASA, s. 6105 Section 6105. 221.04 (4) (a) of the statutes is amended to read:

AB150-ASA,1831,2 221.04 (4) (a) Any bank may, with the approval of the commissioner of banking division, invest an amount not exceeding in the aggregate 15% of its paid-in capital stock and surplus in one or more corporations principally engaged in international or foreign banking, or banking in dependencies or insular possessions of the United States organized pursuant to ss. 611-631 of Title 12 of the United States Code, and any bank may also invest with the approval of the commissioner of banking division an amount not exceeding in the aggregate 10% of its paid-in capital stock and surplus in the stock of one or more corporations principally engaged in international or foreign financial operations other than banking as well as such financial operations in dependencies or insular possessions of the United States organized pursuant to said ss. 611-631 of Title 12 of the United States Code.

AB150-ASA, s. 6106 Section 6106. 221.04 (4) (b) of the statutes is amended to read:

AB150-ASA,1831,10 221.04 (4) (b) Any bank having loans secured by real estate mortgage may with the approval of the commissioner of banking division sell all or any portion of them to the federal national mortgage association, or any successor thereof, and in connection therewith make payments of any capital contributions, required pursuant to law, in the nature of subscriptions for stock of the federal national mortgage association or any successor thereof, receive stock evidencing such capital contributions and hold or dispose of such stock.

AB150-ASA, s. 6107 Section 6107. 221.04 (4h) of the statutes is amended to read:

AB150-ASA,1831,17 221.04 (4h) Stock in bank-owned banks. Any bank holding company, subject to the limitations in s. 221.58 (7), or any bank may, with the approval of the commissioner division, acquire and hold stock in an aggregate amount not exceeding 10% of its capital and surplus, in one or more banks chartered under s. 221.57 or in one or more bank holding companies wholly owning a bank chartered under s. 221.57.

AB150-ASA, s. 6108 Section 6108. 221.04 (4m) of the statutes is amended to read:

AB150-ASA,1831,23 221.04 (4m) Stock in agricultural credit corporation. Any bank may invest, with the approval of the commissioner of banking division, in an agricultural credit corporation. Unless a bank owns at least 80% of the stock of the agricultural credit corporation, the amount which it invests in the corporation shall not exceed 20% of the bank's paid-in capital stock and surplus.

AB150-ASA, s. 6109 Section 6109. 221.04 (5) of the statutes is amended to read:

AB150-ASA,1832,13 221.04 (5) (title) Information to commissioner division; stock holdings. Every such bank investing in the capital stock of banks or corporations as provided herein shall be required to furnish information concerning the condition of such banks or corporations to the commissioner division upon demand. If at any time the commissioner division shall ascertain or believe that any regulations prescribed by the commissioner division with reference to such business are not being complied with, said commissioner the division is hereby authorized and empowered to institute an investigation of the matter in order to satisfy the commissioner division as to the actual nature of the transactions referred to. Should such investigation result in establishing the failure of the corporation in question, or of the bank or banks which may be stockholders therein, to comply with the regulations laid down by the said commissioner division, such bank or banks may be required to dispose of stock holdings in said corporation upon reasonable notice.

AB150-ASA, s. 6110 Section 6110. 221.04 (6) of the statutes is amended to read:

AB150-ASA,1833,25 221.04 (6) Trust powers. When thereto authorized by the commissioner division, and if and after it shall have in good faith complied with all requirements of law and fulfilled all the conditions precedent to the exercise of such powers imposed by law upon trust company banks, any state bank may act as trustee, executor, administrator, registrar of stocks and bonds, guardian of estates, assignee, receiver, committee of estates of lunatics persons who are mentally ill or developmentally disabled, and in any other fiduciary capacity in which trust company banks are permitted to act. Any state bank so authorized by the commissioner division shall comply with s. 223.02 before exercising such authority and shall be thereupon entitled to the same exemption as to making and filing any oath or giving any bond or security as is conferred on trust company banks by s. 223.03 (8). With its application for permission to exercise fiduciary powers under this subsection, a state bank shall submit to the commissioner division a fee of $1,000. In passing upon application for permission to exercise such fiduciary powers, the commissioner division may take into consideration the amount of capital and surplus of the applying bank, whether or not such capital and surplus is sufficient under the circumstances, the needs of the community to be served, and any other facts and circumstances that seem to him may be material, and may grant or refuse the application accordingly; provided, that no special authorization shall be issued to any such bank having a capital less than the capital from time to time required by law of a national bank exercising fiduciary power in the same place. If satisfied that such bank has in good faith complied with all the requirements of law and fulfilled all the conditions precedent to the exercise of such powers imposed by law, the commissioner division may, within 6 months after the date on which the application of such bank was filed, issue under his or her hand and official seal, in triplicate, a special authorization certificate to such bank. Such certificate shall state that the bank named therein has complied with the provisions of law applicable to banks exercising fiduciary powers, and is authorized to exercise the same. One of the triplicate special authorization certificates shall be transmitted by the commissioner division to the bank thereby authorized to exercise fiduciary powers; another shall be filed and recorded in the office of the commissioner with the division, and the 3rd shall be recorded at the expense of such bank in the office of the register of deeds of the county in which such bank is located. In the conduct of its business under or in connection with such authorization to exercise fiduciary powers every bank so authorized shall comply with and be governed by all the provisions of law from time to time applicable to individuals acting in a similar capacity.

AB150-ASA, s. 6111 Section 6111. 221.04 (6m) of the statutes is amended to read:

AB150-ASA,1834,9 221.04 (6m) Trust service offices. Any state bank exercising trust powers may, with the approval of the commissioner of banking division, establish and maintain a trust service office at any office in this state of any other state or national bank. Any state bank may, with the approval of the commissioner division, permit any other state or national bank exercising trust powers or any trust company bank organized under ch. 223 to establish and maintain a trust service office at any of its banking offices. The establishment and operation of such trust service offices shall be subject to s. 223.07. This subsection does not authorize branch banking.

AB150-ASA, s. 6112 Section 6112. 221.04 (7) of the statutes is amended to read:

AB150-ASA,1834,25 221.04 (7) Sale of U.S. bonds. Any state bank or trust company bank may, by resolution of its board of directors authorizing such action, act whenever designated by the secretary of the treasury of the United States or by any other instrumentality of the United States, as agent for said secretary of the treasury or other instrumentality of the United States in the sale of bonds or other obligations of the United States or in such other matters as said secretary of the treasury or other instrumentality of the United States may designate. Any of said institutions may enter into such contracts, incur such obligations or make such investment or pledge of its assets and generally do and perform all such acts and things whatsoever as may be necessary or appropriate in order to exercise the powers hereby granted. Provided, however, that any state bank or trust company bank may exercise such powers only upon express approval previously granted by the commissioner of banking division, and in such manner and to such extent as the commissioner division may approve, and with such limitations upon the exercise of those powers as the commissioner division may impose.

AB150-ASA, s. 6113 Section 6113. 221.041 (5) of the statutes is amended to read:

AB150-ASA,1835,8 221.041 (5) Any bank may cause to be performed, by contract or otherwise, any bank services for itself, whether on or off its premises, provided assurances satisfactory to the commissioner of banking division are furnished to the commissioner division by both the bank and the party performing the services that the performance thereof will be subject to regulation and examination by the commissioner division to the same extent as if such services were being performed by the bank itself on its own premises.

AB150-ASA, s. 6114 Section 6114. 221.045 (1) of the statutes is amended to read:

AB150-ASA,1835,19 221.045 (1) Whenever the term "capital" as distinguished from the term "capital stock" is used in any law of this state relating to banking, it shall mean and include the capital stock and preferred stock of a bank and the outstanding capital notes and debentures legally issued and sold by such bank exclusive of Class "B" capital notes and debentures as classified by the commissioner of banking division. The "capital" of any such bank may be deemed to be unimpaired when the amount of such capital notes and debentures as represented by cash or sound assets or the amount of such preferred stock, or both such notes and debentures and such preferred stock, equals or exceeds the impairment of the "capital stock" as found by the commissioner division.

AB150-ASA, s. 6115 Section 6115. 221.046 (1) of the statutes is amended to read:

AB150-ASA,1835,25 221.046 (1) Any state bank or trust company bank may by the action of its board of directors issue and sell its capital notes or debentures of one or more classes in the amount, in the form, with the maturity and conferring the rights and privileges upon the holders of them as the board determines, except that no issuance or sale may be made unless approved by the commissioner of banking division.

AB150-ASA, s. 6116 Section 6116. 221.046 (2) of the statutes is amended to read:

AB150-ASA,1836,6 221.046 (2) Before any such capital notes or debentures are retired or paid by the bank, any existing deficiency of its capital, disregarding the notes and debentures to be retired, must be paid in cash or in assets acceptable to the commissioner of banking division, so that the sound capital assets shall at least equal the capital stock of the bank.

AB150-ASA, s. 6117 Section 6117. 221.047 (title) of the statutes is amended to read:

AB150-ASA,1836,9 221.047 (title) Banks may issue preferred stock; approval of commissioner; restrictions.

AB150-ASA, s. 6118 Section 6118. 221.047 (1) of the statutes is amended to read:

AB150-ASA,1836,23 221.047 (1) Except as provided in sub. (2), any bank organized under the laws of this state may by provision in its original articles, or by amendment thereto, adopted by a two-thirds vote of the stock having voting power, upon not less than 10 days' notice given by registered mail pursuant to action taken by the board of directors, and subject to the approval of the commissioner division, issue preferred stock of one or more classes, in such amount and with such par value as may be approved by said commissioner the division; provide subject to the approval of the commissioner division, for payment of dividends on such preferred stock at a specified rate before dividends are paid upon the capital stock; for the cumulation of such dividends; for a preference of such preferred stock over the capital stock in the distribution of the corporate assets; for the conversion of such preferred stock into capital stock; for the redemption of such preferred stock and for denying or restricting the voting power of such preferred stock.

AB150-ASA, s. 6119 Section 6119. 221.047 (4) of the statutes is amended to read:

AB150-ASA,1837,4 221.047 (4) No change in relation to such preferred stock shall be made except by amendment to the articles adopted by a vote of two-thirds of the preferred stock and two-thirds of the capital stock, and subject to the approval of the commissioner division.

AB150-ASA, s. 6120 Section 6120. 221.05 of the statutes is amended to read:

AB150-ASA,1837,9 221.05 Prohibition to transact business. No bank shall transact any business, except such as is incidental or necessarily preliminary to its organization until it has been regularly authorized by the commissioner of banking division to commence the business of banking.

AB150-ASA, s. 6121 Section 6121. 221.06 (intro.) of the statutes is amended to read:

AB150-ASA,1837,19 221.06 Authority to commence business. (intro.) Whenever, within a reasonable time as determined by the commissioner of banking division from the date of the filing of the articles of incorporation, a bank organizing under this chapter has complied with all provisions of the law, and has adopted bylaws approved by the commissioner of banking division, and has provided itself with suitable banking quarters, and has supplied the necessary books, forms, stationery, furniture and equipment for the proper and orderly transaction of the business of banking, it shall give notice in writing to the commissioner division that it is so prepared, and the commissioner division shall make or cause to be made an examination.

AB150-ASA, s. 6122 Section 6122. 221.06 (1) of the statutes is amended to read:

AB150-ASA,1838,3 221.06 (1) If such examination satisfies the commissioner division that such bank has complied with all provisions of the law, that the stock subscriptions have been fully paid in lawful money, and it appears that such bank is lawfully entitled to commence business, the commissioner division shall forthwith give such bank a certificate of authority under the commissioner's hand and official seal that such bank is authorized to commence business. The certificate of authority to commence business shall constitute the charter of the bank and shall be given a charter number by the commissioner division.

AB150-ASA, s. 6123 Section 6123. 221.06 (2) of the statutes is amended to read:

AB150-ASA,1838,10 221.06 (2) If the commissioner division has reason to believe that the stockholders have formed the corporation for any other than the legitimate business contemplated by this chapter, or that any of the facts stated in the declaration are untrue, or that other reasons exist, which would make the opening of the bank injurious to the public interest, the commissioner division may, with the advice and consent of the attorney general, withhold the certificate herein mentioned.

AB150-ASA, s. 6124 Section 6124. 221.07 of the statutes is amended to read:

AB150-ASA,1838,20 221.07 Publication of certificate. The bank shall cause the certificate issued hereunder to be published as a class 1 notice, under ch. 985, in the city, village or town where the bank is located. Such notice shall be published within 15 days of the issuing of the certificate. Proof of publication shall be filed with the commissioner of banking division. In the event of any bank failing to comply with the provisions of this section the commissioner division shall cause the notice to be published and the bank shall be liable for the expense thereof, and in addition thereto such bank shall be subject to a penalty of $100, which amount shall be collected by the commissioner division, and when recovered shall be paid into the state treasury.

AB150-ASA, s. 6125 Section 6125. 221.08 (3) of the statutes is amended to read:

AB150-ASA,1839,6 221.08 (3) In the first instance, the directors shall be elected at the meeting held before the bank is authorized to commence business by the commissioner of banking division, and afterwards at the annual meeting of the stockholders which shall be held at a time established in the bylaws. Beginning with the annual meeting held in 1990, the bank shall include with each notice of an annual meeting delivered to shareholders copies for the 2 preceding fiscal years of the bank's balance sheets, statements of profit and loss and reconcilements of the bank's loan loss reserve. If for any reason an election is not had at that meeting, it may be held at a subsequent meeting called for that purpose, of which due notice shall be given as provided in the bylaws.

AB150-ASA, s. 6126 Section 6126. 221.08 (9) of the statutes is amended to read:

AB150-ASA,1839,18 221.08 (9) The board of directors shall meet at least once each month. At the monthly meeting they shall generally investigate the affairs of the bank and determine whether the assets are of the value at which they are carried on the books of the bank. The directors shall name a loan committee of 3 or more of its members, a majority of whom shall be other than active executives, except in 1st or 2nd class cities, or except when a majority of the directors are actively engaged in the bank's management. The committee shall meet at least once each month and shall determine policies as to renewals and applications for new loans. Any director who is found to be lax in attendance may be removed by the commissioner division and the vacancy shall be filled within a reasonable time as the commissioner division may direct.

AB150-ASA, s. 6127 Section 6127. 221.09 (1) (intro.) of the statutes is amended to read:

AB150-ASA,1839,24 221.09 (1) (intro.) After receipt by the board of directors of a bank of each report of examination of the bank by the office of the commissioner division, the board or an examining committee appointed under sub. (2), unless the commissioner division requires response by the board as provided in s. 220.05 (5), shall do all of the following:

AB150-ASA, s. 6128 Section 6128. 221.09 (5) of the statutes is amended to read:

AB150-ASA,1840,4 221.09 (5) The board of directors shall transmit the report prepared under sub. (1) (b) and the acknowledgments prepared under sub. (3) to the office of the commissioner division within 45 days after receipt by the board of each report of examination under sub. (1) (intro.).

AB150-ASA, s. 6129 Section 6129. 221.12 of the statutes is amended to read:

AB150-ASA,1841,4 221.12 Articles may be amended. A bank may amend its articles of incorporation in any manner not inconsistent with law, at any time, by a vote of its stockholders representing two-thirds of the capital stock taken at a meeting called for that purpose. The bank shall submit the amendment to the commissioner of banking division. The amendment is not effective unless approved by the commissioner division. The amendment may provide for a change of location of the bank. The amendment may provide for a change of the location of a parent bank to the location of a branch of the parent bank and a change of the location of a branch of the parent bank to the location of the parent bank if the change is first approved by the commissioner division upon application. The amendment, certified by the president or cashier, and setting forth the volume and page of recording in the office of the register of deeds of the original articles of incorporation, shall be recorded as required for articles of incorporation. No increase of the capital shall be 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. No reduction of capital shall be made to a less amount than is required under this chapter for capital, nor be valid or warrant the cancellation of stock certificates or diminish the personal liability of stockholders, until the reduction has been approved by the commissioner division. No reduction may be effected in any other way than by a proportional reduction of all outstanding shares unless approved by the commissioner division. The approval may be given only when the commissioner division is satisfied that the reduction of the capital is in the best interests of the depositors.