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:
SB494,32,98 (a) The articles of incorporation, s. 221.0503 or any other provision of this
9chapter reserve that power exclusively to the shareholders.
SB494,32,1210 (b) The shareholders, in adopting, amending or repealing a particular bylaw,
11provided in the bylaws that the board of directors may not amend, repeal or readopt
12that bylaw.
SB494,32,15 13(2) Amendment by shareholders. A bank's shareholders may amend or repeal
14the bank's bylaws or adopt new bylaws, even though the board of directors may also
15amend or repeal the bank's bylaws or adopt new bylaws.
SB494,32,20 16221.0215 Authorized stock. (1) Increase in capital stock. A bank may
17authorize an increase in the capital stock of the bank in the category of authorized
18but unissued stock if approved by the division and if approved by a vote of
19shareholders owning a majority of the stock of the bank entitled to vote, or by such
20greater percentage provided in the bank's articles of incorporation or bylaws.
SB494,32,22 21(2) Authorized but unissued stock. A bank may issue authorized but
22unissued stock in all of the following circumstances:
SB494,32,2323 (a) To employes of the bank pursuant to a stock option or stock purchase plan.
SB494,32,2524 (b) In exchange for convertible preferred stock and convertible capital
25debentures, in accordance with the terms of the stock or debentures.
SB494,33,2
1(c) For such other purposes and considerations as may be approved by both the
2division and the board of directors of the bank.
SB494,33,10 3(3) Classes of shares. The articles of incorporation shall prescribe the classes
4of shares and the number of shares of each class that the bank is authorized to issue.
5If more than one class of shares is authorized, the articles of incorporation shall
6prescribe a distinguishing designation for each class. Before the issuance of shares
7of a class, the bank shall describe in its articles of incorporation the preferences,
8limitations and relative rights of that class. All shares of a class shall have
9preferences, limitations and relative rights identical with those of other shares of the
10same class, unless the class is divided into series.
SB494,33,18 11(4) Series of shares. The articles of incorporation may create series of shares
12within a class of shares. Before the issuance of shares of a series, the bank shall
13describe in its articles of incorporation the number of shares of each series that the
14bank is authorized to issue, a distinguishing designation for each series within a
15class and the preferences, limitations and relative rights of that series. All shares
16of a series shall have preferences, limitations and relative rights identical with those
17of other shares of the same series and, except to the extent otherwise provided in the
18description of the series, with those of other series of the same class.
SB494,33,20 19(5) Articles of incorporation. The articles of incorporation shall authorize
20all of the following:
SB494,33,2121 (a) One or more classes of shares that together have unlimited voting rights.
SB494,33,2422 (b) One or more classes of shares, which may be the same class or classes as
23those with voting rights under par. (a), that together are entitled to receive the net
24assets of the bank upon dissolution.
SB494,34,3
1(6) Types of preferences and rights. The articles of incorporation may
2authorize one or more classes of shares that have designations, preferences,
3limitations and relative rights that may include any of the following:
SB494,34,54 (a) Special, conditional or limited voting rights, or no right to vote, except to the
5extent prohibited by this chapter.
SB494,34,76 (b) Subject to s. 221.0323, provisions for the redemption or conversion of the
7shares under any of the following terms specified by articles of incorporation:
SB494,34,98 1. At the option of the bank, the shareholder or another person, or upon the
9occurrence of a designated event.
SB494,34,1010 2. For cash, indebtedness, securities or other property.
SB494,34,12 113. In a designated amount or in an amount determined in accordance with a
12designated formula or by reference to extrinsic data or events.
SB494,34,1413 (c) Provisions entitling the holders to distributions calculated in any manner,
14including dividends that may be cumulative, noncumulative or partially cumulative.
SB494,34,1615 (d) Preference over any other class of shares with respect to distributions,
16including dividends and distributions upon the dissolution of the bank.
SB494,34,19 17(7) Powers of board of directors with respect to classes and series. To the
18extent provided in the articles of incorporation, the board of directors may, subject
19to the limits of this section, do any of the following:
SB494,34,2120 (a) Determine with respect to any class of shares the preferences, limitations
21and relative rights, in whole or in part, before the issuance of any shares of that class.
SB494,34,2522 (b) Create one or more series within a class, and, with respect to any series,
23determine the number of shares of the series, the distinguishing designation and the
24preferences, limitations and relative rights, in whole or in part, before the issuance
25of any shares of that series.
SB494,35,4
1(8) Articles of amendment. Articles of amendment to a bank's articles of
2incorporation authorizing the issuance of shares of a class or series shall contain all
3of the following and shall be delivered to the division before issuing any shares of the
4class or series:
SB494,35,55 (a) The name of the bank.
SB494,35,76 (b) The text of the amendment determining the terms of the class or series of
7shares.
SB494,35,88 (c) The number of shares of the class or series of shares created.
SB494,35,99 (d) A statement that none of the shares of the class or series has been issued.
SB494,35,1010 (e) The date that the amendment was adopted.
SB494,35,1311 (f) A statement that the amendment was adopted by the board of directors and
12that shareholder action was not required. An amendment filed under this subsection
13is not effective unless approved by the division.
SB494,35,22 14(9) Resolutions modifying preferences, limitations and relative rights.
15After the articles of amendment are filed under sub. (8) and before the bank issues
16any shares of the class or series that is the subject of the articles of amendment, the
17board of directors may alter or revoke any preferences, limitations or relative rights
18described in the articles of amendment, by adopting another resolution appropriate
19for that purpose. The bank shall file with the division revised articles of amendment
20that comply with sub. (8). A preference, limitation or relative right may not be
21altered or revoked after the issuance of any shares of the class or series that are
22subject to the preference, limitation or relative right.
SB494,36,5 23221.0216 Preferred stock. (1) Issuance. (a) Except as provided in sub. (2),
24a bank may issue preferred stock of one or more classes by providing for the issuance
25in the original articles of incorporation, or by providing for the issuance by an

1amendment to these articles of incorporation that is approved by the division and by
2shareholders owning a majority of the stock of the bank entitled to vote, or such
3greater percentage as may be required in the bank's articles of incorporation or
4bylaws. An issue of preferred stock is not valid until the par value of all preferred
5stock is paid in.
SB494,36,86 (b) Preferred stock issued under par. (a) may be issued in such amount and with
7such par value as may be approved by the division and may provide for any of the
8following, subject to the approval of the division:
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