SB494,21,44 (c) Oral notice is effective when communicated.
SB494,21,9 5221.0104 Applicability. This chapter applies to all banks organized and
6existing within this state. The powers, privileges, duties and restrictions conferred
7and imposed upon a bank existing and doing business under the laws of this state
8are hereby abridged, enlarged or modified, as each particular case may require, to
9conform to this chapter.
SB494,21,12 10221.0105 Fees. The division may establish such fees as it determines are
11appropriate for documents filed with the division under this chapter and for such
12other services as the division may provide under this chapter.
SB494,21,1313 SUBCHAPTER II
SB494,21,1414 BANK ORGANIZATION
SB494,21,18 15221.0201 Applicants. Any number of adult residents of this state, not less
16than 3 nor more than 20, who desire to associate for the purpose of organizing a
17banking corporation under this chapter, may apply to the division to organize a bank.
18The application shall be made on a form prescribed by the division.
SB494,21,20 19221.0202 Application. (1) Contents. An application under s. 221.0201 shall
20be prepared and filed in duplicate, and shall include all of the following:
SB494,21,2121 (a) The location of the proposed bank.
SB494,21,2222 (b) The character of the business to be transacted by the proposed bank.
SB494,21,2323 (c) The proposed capital of the proposed bank.
SB494,21,2424 (d) The full name, residence, and occupation of each applicant.
SB494,21,2525 (e) Other information required by the division.
SB494,22,9
1(2) Notice of application. Upon receipt by the division of properly executed
2application, the division shall, within 5 days, forward to the applicants a copy of a
3notice of application for authority to organize a bank. The notice of application shall
4contain the information required under sub. (1) and a date and place for hearing on
5the application. The notice shall be published as a class 3 notice, under ch. 985, by
6the applicants, at their own expense, in the city, village or town where the bank is
7to be located. Proof of publication shall be filed with the division in such form as the
8division requires. The division may waive the requirement of publication, if the bank
9to be organized is to replace, absorb or consolidate one or more existing banks.
SB494,22,12 10(3) Fee. The applicants shall pay to the division a fee in an amount determined
11by the division, together with the actual costs incurred by the division in making an
12investigation under sub. (4) of the application.
SB494,22,14 13(4) Investigation. (a) At the hearing and by such investigation as the division
14considers necessary, the division shall consider all of the following:
SB494,22,1815 1. Whether the character, responsibility and general fitness of the persons
16named in the application command confidence and warrant the belief that the
17business of the proposed bank will be honestly and efficiently conducted in
18accordance with this chapter.
SB494,22,2019 2. Whether public convenience and advantage will be promoted by allowing the
20bank to organize.
SB494,22,2121 3. The character and experience of the proposed officers.
SB494,22,2322 4. The adequacy of existing banking facilities and the need of further banking
23capital.
SB494,22,2524 5. The outlook for the growth and development of the area where the bank is
25to be located.
SB494,23,4
16. The methods and banking practices of any existing banks in the area where
2the bank is to be located; the interest rate that these existing banks charge to
3borrowers; and the character of the service which these existing banks provide to the
4community.
SB494,23,55 7. The prospects for the success of the proposed bank if efficiently managed.
SB494,23,96 (b) The division shall complete the investigation within 90 days after the filing
7with the division of proof of publication under sub. (2) and the paying of the fee under
8sub. (3), whichever is later. If a majority of the applicants and the division mutually
9agree, the time may be extended for an additional period of 60 days.
SB494,23,19 10(5) Decision. After completing the investigation under sub. (4), the division
11shall make a written report to the banking review board stating the results of the
12investigation and the division's recommendation. The board shall consider the
13matter, conduct any necessary hearing and promptly make its decision approving or
14disapproving the application. The decision shall be final except pursuant to s.
15220.035 (1) and (3). If the application is approved, the division shall endorse on each
16of the original applications the word "Approved". If the application is disapproved,
17the division shall endorse the word "Disapproved". One of the duplicate originals
18shall be filed in the division's office and one shall be returned by mail to the
19applicants.
SB494,23,25 20221.0203 Certificate of authority. (1) Powers granted by certificate. If
21an application for authority to organize a banking corporation is approved, the
22division shall issue a certificate of authority to the applicants, who shall thereafter
23be known as the incorporators. The certificate of authority shall grant the
24incorporators such powers as are incidentally or necessarily preliminary to the
25organization of a banking corporation. These powers include all of the following:
SB494,24,2
1(a) Creating a temporary organization, consisting of a chairperson, a secretary
2and a treasurer.
SB494,24,33 (b) Executing and filing articles of incorporation.
SB494,24,54 (c) Adopting rules for the conduct of meetings of the incorporators and of the
5first meeting of the shareholders.
SB494,24,66 (d) Opening subscription books for stock.
SB494,24,77 (e) Securing an option on real estate to be used as a bank office.
SB494,24,88 (f) Fixing an amount at which the stock shall be sold.
SB494,24,99 (g) Collecting subscriptions to the stock.
SB494,24,1010 (h) Selecting a depository for funds as may be collected.
SB494,24,1111 (i) Appointing any agent or agents.
SB494,24,1212 (j) Compiling a set of bylaws for submission to the shareholders.
SB494,24,15 13(2) Voting requirements. Following the incorporation of a bank, an action
14permitted by this chapter to be taken by its incorporators may be taken by the
15majority of its incorporators or the survivors of the incorporators.
SB494,25,6 16221.0204 Temporary organization. The chairperson of the incorporators
17shall preside at all meetings and shall exercise other duties that are ordinarily
18performed by a chairperson. The secretary shall manage the correspondence of the
19incorporators, record fully all proceedings of the meetings of the incorporators, file
20and preserve all documents and papers of the organization, and file any necessary
21papers with the division. The treasurer shall receive all moneys paid in on
22subscriptions to stock or for other purposes, keep a true account thereof, deposit
23these funds in the designated depository, and pay such valid orders as may be drawn
24on the treasurer. The incorporators shall require a bond in a suitable amount from
25the treasurer and from other officers and agents who may handle the funds of the

1proposed bank. The incorporators shall audit claims against the proposed bank and
2record of action on these claims in the minutes. If a claim is ordered paid, an order
3shall be drawn upon the treasurer and signed by the chairperson and secretary.
4Until the completion of the organization of the proposed bank, the incorporators may
5exercise the powers conferred upon incorporators of corporations under ch. 180, to
6the extent that these powers are not in conflict with this chapter.
SB494,25,12 7221.0205 Capital stock. (1) Capital requirements. Immediately following
8a bank's organization under this chapter, the division shall determine the required
9capital of the bank, subject to review by the banking review board. In addition to the
10required capital stock, a contingent fund and paid-in surplus each in an amount
11equal to at least 25% of the aggregate amount of the capital stock, shall be subscribed
12at the time the subscription list of shareholders is prepared by the incorporators.
SB494,25,16 13(2) Unimpairment of capital stock. The capital stock of a bank is unimpaired
14when the amount of capital notes and debentures, as represented by cash or sound
15assets, or the amount of such preferred stock, or both, equals or exceeds the capital
16requirement established by the division under sub. (1).
SB494,25,22 17221.0206 Articles of incorporation. (1) Time for filing. The incorporators
18shall file articles of incorporation with the division within a reasonable time, as
19determined by the division, from the date on which the division approved the
20certificate of authority. If the incorporators do not file the articles of incorporation
21within this period, all rights of the incorporators cease and the certificate of authority
22to organize is void.
SB494,26,2 23(2) Form and contents. (a) The articles of incorporation shall be executed in
24duplicate, and shall be signed by the majority of the incorporators. All signers must

1be residents of this state and must be subscribers to stock of the bank or of a bank
2holding company of the bank.
SB494,26,33 (b) The articles of incorporation shall contain all of the following:
SB494,26,64 1. A declaration that the incorporators associate for the purpose of forming a
5banking corporation under this chapter and stating whether the bank is a state bank
6or a trust company bank.
SB494,26,77 2. The name of the bank.
SB494,26,88 3. The county and the village, town or city where the bank is to be located.
SB494,26,99 4. The amount of the bank's capital stock.
SB494,26,1010 5. Before issuing more than one class of shares, all of the following:
SB494,26,1111 a. The distinguishing designation of each class.
SB494,26,12 12b. The number of shares of each class that the bank is authorized to issue.
SB494,26,1313 c. The preferences, limitations and relative rights of that class.
SB494,26,1514 6. Before the issuance of one or more series of shares within a class of shares,
15all of the following:
SB494,26,16 16a. The distinguishing designation of each series within a class.
SB494,26,17 17b. The number of shares of each series that the bank is authorized to issue.
SB494,26,18 18c. The preferences, limitations and relative rights of that series.
SB494,26,2219 7. Any other lawful provisions defining and regulating the powers or business
20of the bank, its officers or directors; the transfer of its stock; and the disposition of
21new stock that may be created by amending the articles of incorporation to increase
22the bank's capital.
SB494,27,6 23(3) Approval or disapproval. The division shall, in the division's discretion,
24approve or disapprove the articles of incorporation. If approved, the division shall
25endorse on each of the 2 duplicate originals the word "Approved". If disapproved, the

1division shall endorse on each of the 2 duplicate originals the word "Disapproved".
2The division shall file one of the originals and shall send the remaining original to
3the incorporators, together with a certificate showing the date of filing, the approval
4or disapproval and the date of the approval or disapproval. If the articles of
5incorporation are approved, the copy sent to the incorporators shall be filed with the
6records of the bank.
SB494,27,8 7(4) Fees. The incorporators shall pay a fee to the division when the articles of
8incorporation are filed. The fee shall be in an amount determined by the division.
SB494,27,15 9221.0207 Filed documents. (1) Proposed bylaws and shareholder list.
10Within 90 days after the filing of the articles of incorporation under s. 221.0206,
11unless extended by the division, the incorporators shall file with the division, in
12duplicate, the proposed bylaws and a complete list of the shareholders of the
13proposed bank. The list of shareholders shall show the number of shares held by each
14shareholder and the post-office address of each shareholder. On approval by the
15division, the bylaws shall be submitted for consideration by the shareholders.
SB494,27,19 16(2) Sworn declaration. Within the period for filing under sub. (1), the
17incorporators shall also file a declaration subscribed and sworn to by each of the
18incorporators, stating that, to the best of their knowledge and belief, all of the
19following are true:
SB494,27,2220 (a) All shareholders have subscribed for the stock accredited to them in the list
21of shareholders, in good faith and not as the representative or agent of any
22corporation or other person.
SB494,27,2423 (b) One hundred percent of each stock subscription has been paid in lawful
24money.
SB494,28,4
1(c) No incorporator has entered into any agreement or promise that the bank,
2when open, shall loan to any shareholder funds for the purpose of paying any
3indebtedness that may have been incurred by a shareholder to obtain funds to
4purchase shares of the bank.
SB494,28,75 (d) All money received in payment of stock subscriptions, except such amount
6as may have been paid out by order of the incorporators, is on deposit to the credit
7of the incorporators in the designated depository.
SB494,28,10 8221.0208 Charter. (1) Notice required. (a) A bank organizing under this
9chapter shall give notice in writing to the division that it is prepared to commence
10business after it has done all of the following:
SB494,28,1111 1. Adopted bylaws, approved by the division.
SB494,28,1412 2. Obtained suitable banking quarters, and the necessary books, forms,
13stationery, furniture and equipment for the proper and orderly transaction of the
14business of banking.
SB494,28,1615 3. Complied with any other requirements imposed by law or rules of the
16division necessary to commence business.
SB494,28,1917 (b) The notice under par. (a) shall be given to the division within a reasonable
18time after the date of filing the articles of incorporation, as determined by the
19division.
SB494,29,2 20(2) Examination and issuance of charter. After receiving a notice under sub.
21(1) (a), the division shall make an examination of the organizing bank. If this
22examination satisfies the division that the stock subscriptions have been fully paid
23in lawful money and that the bank is lawfully entitled to commence business, the
24division shall issue to the bank a certificate of authority for the bank to commence

1business. The certificate of authority to commence business is the charter of the
2bank. The division shall give each charter a charter number.
SB494,29,5 3(3) Denial of charter. The division may, with the advice and consent of the
4attorney general, deny the issuance of a charter if the division has reason to believe
5that any of the following is true:
SB494,29,76 (a) The shareholders have formed the bank for any purpose other than the
7legitimate business contemplated by this chapter.
SB494,29,108 (b) A fact stated in the declaration under s. 221.0207 (2) is untrue, or that other
9reasons exist that would make the opening of the bank injurious to the public
10interest.
SB494,29,13 11221.0209 Prohibition on transacting business. A bank may not transact
12any business, except such as is incidental or necessarily preliminary to its
13organization until it has been issued a charter under s. 221.0208.
SB494,29,19 14221.0210 Publication of charter. The bank shall cause the charter issued
15under s. 221.0208, to be published as a class 1 notice, under ch. 985, in the city, village
16or town where the bank is located. This notice shall be published within 15 days after
17the division issues the charter. The bank shall file proof of publication with the
18division. If a bank fails to comply with this section, the division shall cause the notice
19to be published at the bank's expense and the bank shall forfeit $100 to the division.
SB494,30,2 20221.0211 Amendment of articles of incorporation. (1) Voting, filing and
21approval requirements.
A bank may amend its articles of incorporation in any
22manner not inconsistent with law. The amendment may be made at any time, by a
23vote of its shareholders owning a majority of the stock of the bank who are entitled
24to vote, unless the articles of incorporation or bylaws require a greater number of
25affirmative votes of the capital stock. The vote shall be taken at a meeting called for

1that purpose. The bank shall submit the amendment to the division. The
2amendment is not effective unless approved by the division.
SB494,30,4 3(2) Filing. The amendment, certified by an officer of the bank, shall be filed
4with the division, as required for the articles of incorporation.
SB494,30,9 5(3) Increase of capital. An increase of the capital of the bank, by amending
6the bank's articles of incorporation, is not valid until the amount of the increase has
7been subscribed and actually paid in. The entire surplus fund of a bank, or as much
8as may be required, may be declared and paid out as a stock dividend to apply on,
9and be converted into, an increase of capital.
SB494,30,16 10(4) Reduction of capital. An amendment of the articles of incorporation may
11not reduce the capital of the bank to an amount less than that required under this
12chapter. A bank may not cancel stock certificates pursuant to an amendment to the
13bank's articles of incorporation reducing the bank's capital, until the amendment has
14been approved by the division. Any reduction in capital must be a proportional
15reduction of all outstanding shares, unless the division determines that a reduction
16in a different manner is in the best interests of the depositors.
SB494,30,19 17221.0212 Restated articles of incorporation. (1) When permitted. A
18bank's board of directors may restate the articles of incorporation at any time.
19Except as provided in sub. (3), shareholder approval is not required.
SB494,30,25 20(2) Form of restated articles. The restated articles of incorporation shall
21consist of the articles of incorporation, as amended to date, and shall contain a
22statement that the restated articles of incorporation supersede and take the place
23of the original articles of incorporation, any restated articles of incorporation
24previously adopted, and all amendments to the original and any restated articles of
25incorporation.
SB494,31,4
1(3) Restatements including amendments. In addition to the contents described
2in sub. (2), the restatement may include one or more amendments to the articles of
3incorporation. If the restatement includes an amendment, the restatement shall be
4adopted in the manner provided under s. 221.0211.
SB494,31,9 5(4) Required filing and certificate. A bank restating its articles of
6incorporation shall file articles of restatement, certified by an officer of the bank,
7with the division. The articles of restatement shall include the name of the bank and
8the text of the restated articles of incorporation. The articles of restatement shall be
9filed with a certificate that includes all of the following information:
SB494,31,1110 (a) A statement indicating whether the restatement contains an amendment
11to the articles of incorporation requiring shareholder approval.
SB494,31,1412 (b) If the restatement does not contain an amendment to the articles of
13incorporation requiring shareholder approval, a statement that the board of
14directors of the bank adopted the restatement.
SB494,31,1615 (c) If the restatement contains an amendment to the articles of incorporation
16requiring shareholder approval, the information required by s. 221.0211.
SB494,31,20 17(5) Effect of restatement. The restated articles of incorporation supersede
18the original articles of incorporation, any restated articles of incorporation
19previously adopted, and all amendments to the original and any restated articles of
20incorporation.
SB494,31,24 21221.0213 Bylaws. (1) Voting requirements. A bank may make, amend or
22repeal its bylaws by an affirmative vote of shareholders owning a majority of the
23stock of the bank who are entitled to vote, unless the articles of incorporation or
24bylaws require a greater number of affirmative votes.
SB494,32,3
1(2) Content. The bylaws of a bank may contain any provision for managing
2the business and regulating the affairs of the bank that is not inconsistent with its
3articles of incorporation or with the laws of this state.
SB494,32,7 4221.0214 Amendment of bylaws by board of directors or shareholders.
5(1)
Amendment by board of directors. A bank's board of directors may amend or
6repeal the bank's bylaws or adopt new bylaws, except to the extent that any of the
7following applies:
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