AB872: Bill Text

AB872,18,10 220.09 Indemnity fund, national bank. Every national bank which has been granted a special permit by the federal reserve board authority under federal law to act in a fiduciary capacity under the provisions of subsection (k) of section 11, of the federal reserve act shall deposit with the state treasurer security, approved by the division, in the manner which is required of trust company banks organized under shall comply with s. 223.02. Such securities shall be of the same nature as the security designated by the provisions of such section for the deposit by trust companies organized under the laws of this state. Such national bank, so long as it shall continue solvent and comply with the laws of this state applicable thereto, may be permitted by the division to collect the interest on the security so deposited and from time to time withdraw the said securities or any part thereof provided that securities or cash of the amount and value required by this section shall at all times be maintained on deposit.

AB872, s. 24 Section 24. Chapter 221 of the statutes, as affected by 1995 Wisconsin Acts 27 and 55, is repealed and recreated to read:

AB872,18,14 Chapter 221 State banks

AB872,18,16 SUBCHAPTER I GENERAL PROVISIONS

AB872,18,18 221.0101 Title. This chapter may be cited as the "Wisconsin banking law".

AB872,18,19 221.0102 Definitions. In this chapter:

AB872,18,21 (1) "Articles of incorporation" includes amended and restated articles of incorporation.

AB872,18,23 (2) "Authorized shares" means the shares of all classes that a bank is authorized to issue.

AB872,18,24 (3) "Capital stock" means the stock of a bank, other than preferred stock.

AB872,19,2 (4) "Capital" means, with respect to any bank, the sum of all of the following, less the bank's intangible assets:

AB872,19,3 (a) The bank's capital stock.

AB872,19,4 (b) The bank's preferred stock.

AB872,19,5 (c) The bank's undivided profits.

AB872,19,7 (d) Outstanding notes and debentures of the bank that are legally issued and sold by the bank and approved by the division under s. 221.0318 (2).

AB872,19,9 (5) "Record date" means the date on which a bank determines the identity of its shareholders for purposes of this chapter.

AB872,19,12 (6) "Shareholder" means the person in whose name shares are registered in the records of a bank or, to the extent of the rights granted by a nominee certificate on file with a bank, the beneficial owner of the shares.

AB872,19,14 (7) "Subscriber" means a person who subscribes for shares in a bank, whether before or after incorporation of the bank.

AB872,19,17 (8) "Treasury shares" means shares of a bank that have been issued, that have been subsequently acquired by and belong to the bank, and that have not been canceled or restored to the status of authorized but unissued shares.

AB872,19,18 (9) "Voting group" means any of the following:

AB872,19,21 (a) All shares of one or more classes or series that, under the articles of incorporation or this chapter, are entitled to vote and be counted together collectively on a matter at a meeting of shareholders.

AB872,19,23 (b) All shares that under the articles of incorporation or this chapter are entitled to vote generally on a matter.

AB872,20,3 221.0103 Notice. (1) Applicability. This section applies to a notice that is required under this chapter or that is made subject to this section by express reference to this section.

AB872,20,6 (2) When oral notice permitted. A person shall give notice in writing, except that notices to or from a bank may be given orally, if permitted by the bank's articles of incorporation or bylaws and not otherwise prohibited by this chapter.

AB872,20,13 (3) Method of providing written notice. Unless otherwise provided in the articles of incorporation or bylaws, notice may be communicated in person, by telephone, telegraph, teletype, facsimile or other form of wire or wireless communication, or by mail or private carrier. If these forms of personal notice are impracticable, notice may be communicated by a newspaper of general circulation in the area where published or by radio, television or other form of public broadcast communication.

AB872,20,16 (4) Date notice is effective. (a) Except as provided in par. (b) and ss. 221.0607 (2) and 221.0622 (1), written notice is effective on the earliest of the following:

AB872,20,17 1. On the date received.

AB872,20,19 2. Five days after deposit of the notice in the U.S. mail, if mailed postpaid and correctly addressed.

AB872,20,22 3. On the date shown on the return receipt, if the notice is sent by registered or certified mail, return receipt requested, and if the receipt is signed by or on behalf of the addressee.

AB872,20,23 4. On the effective date specified in the articles of incorporation or bylaws.

AB872,21,3 (b) Written notice by a bank to a shareholder of the bank is effective when mailed. The notice may be addressed to the shareholder's address shown in the bank's current record of shareholders.

AB872,21,4 (c) Oral notice is effective when communicated.

AB872,21,9 221.0104 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.

AB872,21,12 221.0105 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.

AB872,21,13 SUBCHAPTER II

AB872,21,14 BANK ORGANIZATION

AB872,21,18 221.0201 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.

AB872,21,20 221.0202 Application. (1) Contents. An application under s. 221.0201 shall be prepared and filed in duplicate, and shall include all of the following:

AB872,21,21 (a) The location of the proposed bank.

AB872,21,22 (b) The character of the business to be transacted by the proposed bank.

AB872,21,23 (c) The proposed capital of the proposed bank.

AB872,21,24 (d) The full name, residence, and occupation of each applicant.

AB872,21,25 (e) Other information required by the division.

AB872,22,9 (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.

AB872,22,12 (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.

AB872,22,14 (4) Investigation. (a) At the hearing and by such investigation as the division considers necessary, the division shall consider all of the following:

AB872,22,18 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.

AB872,22,20 2. Whether public convenience and advantage will be promoted by allowing the bank to organize.

AB872,22,21 3. The character and experience of the proposed officers.

AB872,22,23 4. The adequacy of existing banking facilities and the need of further banking capital.

AB872,22,25 5. The outlook for the growth and development of the area where the bank is to be located.

AB872,23,4 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.

AB872,23,5 7. The prospects for the success of the proposed bank if efficiently managed.

AB872,23,9 (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.

AB872,23,19 (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.

AB872,23,25 221.0203 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:

AB872,24,2 (a) Creating a temporary organization, consisting of a chairperson, a secretary and a treasurer.

AB872,24,3 (b) Executing and filing articles of incorporation.

AB872,24,5 (c) Adopting rules for the conduct of meetings of the incorporators and of the first meeting of the shareholders.

AB872,24,6 (d) Opening subscription books for stock.

AB872,24,7 (e) Securing an option on real estate to be used as a bank office.

AB872,24,8 (f) Fixing an amount at which the stock shall be sold.

AB872,24,9 (g) Collecting subscriptions to the stock.

AB872,24,10 (h) Selecting a depository for funds as may be collected.

AB872,24,11 (i) Appointing any agent or agents.

AB872,24,12 (j) Compiling a set of bylaws for submission to the shareholders.

AB872,24,15 (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.

AB872,25,6 221.0204 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.

AB872,25,12 221.0205 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.

AB872,25,16 (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).

AB872,25,22 221.0206 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.

AB872,26,2 (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.

AB872,26,3 (b) The articles of incorporation shall contain all of the following:

AB872,26,6 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.

AB872,26,7 2. The name of the bank.

AB872,26,8 3. The county and the village, town or city where the bank is to be located.

AB872,26,9 4. The amount of the bank's capital stock.

AB872,26,10 5. Before issuing more than one class of shares, all of the following:

AB872,26,11 a. The distinguishing designation of each class.

AB872,26,12 b. The number of shares of each class that the bank is authorized to issue.

AB872,26,13 c. The preferences, limitations and relative rights of that class.

AB872,26,15 6. Before the issuance of one or more series of shares within a class of shares, all of the following:

AB872,26,16 a. The distinguishing designation of each series within a class.

AB872,26,17 b. The number of shares of each series that the bank is authorized to issue.

AB872,26,18 c. The preferences, limitations and relative rights of that series.

AB872,26,22 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.

AB872,27,6 (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.

AB872,27,8 (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.

AB872,27,15 221.0207 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.