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:
SB494,36,109 1. Payment of dividends at a specified rate on the preferred stock before
10dividends are paid on the capital stock.
SB494,36,1111 2. The cumulation of dividends under subd. 1.
SB494,36,1312 3. A preference over the capital stock in the distribution of the assets of the
13bank.
SB494,36,1414 4. Conversion of the preferred stock into capital stock.
SB494,36,1515 5. Redemption of the preferred stock.
SB494,36,1616 6. Denying or restricting the voting power of the preferred stock.
SB494,36,19 17(2) Newly organized banks. The requirement for a vote of shareholders under
18sub. (1) (a) does not apply to a newly organized bank that has not yet issued capital
19stock.
SB494,36,22 20(3) Changes relating to preferred stock. No change in relation to preferred
21stock may be made except by an amendment to the articles of incorporation that is
22approved by all of the following:
SB494,36,2523 (a) A vote of the shareholders owning a majority of the preferred stock of the
24bank who are entitled to vote or such greater percentage required under the articles
25of incorporation or bylaws.
SB494,37,3
1(b) A vote of the shareholders owning a majority of the capital stock of the bank
2entitled to vote or such greater percentage required under the articles of
3incorporation or bylaws.
SB494,37,44 (c) The division.
SB494,37,8 5(4) Liability of holders of preferred stock. Preferred stock of a bank is not
6subject to a assessment to restore an impairment in the capital of the bank. A holder
7of preferred stock of a bank is not individually responsible, in the shareholder's
8capacity as a shareholder, for any debt, contract or acknowledgment of a bank.
SB494,37,13 9(5) Dividend rights. A dividend may not be declared or paid on capital stock
10if the cumulative dividends on the preferred stock have been paid in full. If the bank
11is placed in liquidation, a payment may not be made to the holders of the capital stock
12if the holders of the preferred stock have not been paid in full the par value of the
13stock plus all cumulative dividends.
SB494,37,21 14221.0217 Reorganization of a state bank as a national bank. A bank
15organized under this chapter may reorganize under the laws of the United States as
16a national bank. When the bank has obtained a certificate from the U.S. comptroller
17of the currency authorizing it to commence business under the federal banking law,
18the bank is reorganized as a national bank. The reorganized bank takes and holds
19all of the assets, real and personal, of the bank organized under this chapter, subject
20to all liabilities existing against the bank at the time of the reorganization. The
21reorganized bank shall immediately notify the division of the reorganization.
SB494,38,10 22221.0218 Reorganization of a national bank as a state bank. A national
23bank that is authorized to dissolve and that has taken the necessary steps to effect
24a dissolution, may reorganize as a state bank under this chapter, with the approval
25of the division and upon the consent in writing of the shareholders owning a majority

1of the stock of the bank entitled to vote or such greater percentage required in the
2articles of incorporation or bylaws. The shareholders shall make, execute and
3acknowledge articles of incorporation as required by this chapter. A national bank
4seeking to reorganize under this section shall pay to the division a fee determined
5by the division, plus the actual costs incurred by the division in investigating the
6proposed reorganization. Upon the filing of articles of incorporation under this
7chapter and upon the approval of the division, the bank is reorganized under this
8chapter, and the assets, real and personal, of the dissolved national bank become the
9property of the reorganized bank, subject to all liabilities of the national bank not
10liquidated before the reorganization.
SB494,38,1111 SUBCHAPTER III
SB494,38,1212 PURPOSES AND POWERS
SB494,38,16 13221.0301 General powers. Upon approval of the articles of incorporation by
14the division, the bank is a body corporate and, except as provided in sub. (6), has
15perpetual duration. In addition to those powers and all other powers granted under
16this chapter, a bank has all of the following powers:
SB494,38,18 17(1) Power to contract. To make contracts necessary and proper to effect its
18purpose and conduct its business.
SB494,38,20 19(2) Power to sue. To sue and be sued, and to appear and defend in all actions
20and proceedings under its corporate name to the same extent as a natural person.
SB494,38,22 21(3) Corporate seal. To adopt and use a corporate seal and alter the same at
22pleasure.
SB494,38,25 23(4) Officers and agents. To elect or appoint officers, agents and employes,
24define their duties and obligations, require bonds of them, fix their compensation,
25dismiss them and fill vacancies.
SB494,39,5
1(5) Business of banking. To exercise by its board of directors, or duly
2authorized officers or agents, all incidental powers necessary to carry on the business
3of banking. A bank may exercise the powers granted by this subsection to carry on
4the business of banking at a branch bank. Powers granted under this subsection
5include all of the following:
SB494,39,76 (a) Buying, discounting and negotiating promissory notes, bonds, drafts, bills
7of exchange, foreign and domestic, and other evidences of debt.
SB494,39,88 (b) Buying and selling coin and bullion.
SB494,39,109 (c) Receiving commercial and savings deposits under such conditions as the
10bank may establish.
SB494,39,1111 (d) Buying and selling exchange.
SB494,39,1212 (e) Making loans on personal and real security in accordance with this chapter.
SB494,39,13 13(6) Succession. To have succession until any of the following occurs:
SB494,39,1614 (a) The bank is dissolved by the act of its shareholders owning a majority of the
15stock of the bank entitled to vote or such greater percentage required under its
16articles of incorporation or bylaws.
SB494,39,1817 (b) The bank's corporate existence becomes terminated by a provision in its
18articles of incorporation.
SB494,39,1919 (c) The bank's charter is forfeited under s. 220.08 (18) or 221.0803.
SB494,39,22 20(7) Intermediary or payer bank. To establish and maintain facilities for the
21receipt of checks and other transit items as an intermediary or payer bank in
22bank-to-bank transactions.
SB494,40,12 23(8) Services to other depository institutions. To contract with one or more
24depository institutions to provide banking and financially related products or
25services on its behalf to its customers, except that no contract is required for the

1acceptance of deposits of customers at affiliated banks. A bank that proposes to
2enter into a contract under this subsection shall file with the division, at least 30 days
3before the effective date of the contract, a notice of intention to enter into a contract
4with a depository institution, a description of the services proposed to be performed
5under the contract and a copy of the contract. A bank may not, pursuant to a contract
6under this subsection, conduct any activity as an agent that it would be prohibited
7from conducting as a principal under applicable state or federal law, or have an agent
8conduct any activity that the bank as a principal would be prohibited from
9conducting under applicable state or federal law. The division may order a bank or
10any other depository institution subject to the division's enforcement powers to cease
11acting as an agent or principal under any contract that the division finds to be
12inconsistent with safe and sound banking practices.
SB494,40,14 13(9) Other. To exercise such other powers as may be provided or permitted
14under this chapter.
SB494,40,17 15221.0302 Branch banks and other facilities. (1) Establishment. A bank
16may establish and maintain a branch bank or joint branch bank with the approval
17of the division.
SB494,40,20 18(2) Conversion. A bank may be converted to a branch bank of the surviving
19bank of a merger or consolidation under s. 221.0702. A branch of a bank converted
20into a branch bank becomes a branch of the surviving bank.
SB494,40,22 21(3) Transfer. A bank may transfer a branch bank to any other bank located
22in this state with the approval of the division.
SB494,40,25 23(4) Out-of-state branches. A bank may establish a branch bank in another
24state with the approval of the division and the appropriate bank regulator in the
25state where the branch is to be established.
SB494,41,2
1(5) Activities not considered branch banking. The following activities do not
2constitute the establishment or maintenance of a branch bank or a joint branch bank:
SB494,41,43 (a) Picking up deposits and delivering money to bank customers at locations
4designated by the bank.
SB494,41,55 (b) Establishing or maintaining a facility under s. 221.0301 (8).
SB494,41,76 (c) Acting as an agent, or having another bank act as agent, under a contract
7under s. 221.0301 (9).
SB494,41,88 (d) Operating a trust service office under s. 221.0316 (4).
SB494,41,11 9(6) Application. A bank shall apply for the establishment or transfer of a
10branch bank under this section to the division on a form furnished by the division.
11The application shall be accompanied by a fee determined by the division.
SB494,41,16 12(7) Standards for approval. The division shall approve the establishment of
13a branch bank under sub. (1) or the conversion of a bank to a branch bank under sub.
14(2) if the financial and managerial resources and future prospects of the bank
15establishing a branch bank, or the surviving bank of a merger or consolidation, are
16satisfactory to the division.
SB494,41,18 17(8) Applicability of laws and rules governing banks. Branch banks are
18subject to all laws and rules applicable to banks generally.
SB494,41,21 19(9) Closure of branch banks. At least 30 days before closing a branch bank,
20a bank shall notify the division in writing and post a notice of the closing in the lobby
21of the bank and the lobby of the branch bank to be closed.
SB494,41,24 22(10) Grandfathered branch banks. Every branch bank, branch office or bank
23station existing on August 1, 1989, is considered to be a branch bank approved by the
24division under this paragraph.
SB494,42,13
1221.0303 Customer bank communications terminals. (1) In this section,
2"customer bank communications terminal" means a terminal or other facility or
3installation, attended or unattended, that is not located at the principal place of
4business or at a branch or remote facility of a bank and through which customers and
5banks may engage, by means of either the direct transmission of electronic impulses
6to and from a bank or the recording of electronic impulses or other indicia of a
7transaction for delayed transmission to a bank, in transactions which are incidental
8to the conduct of the business of banking and which are otherwise permitted by law.
9"Customer bank communications terminal" also includes all equipment, regardless
10of location, which is interconnected with a customer bank communications terminal
11and which is necessary to transmit, route and process electronic impulses in order
12to enable the customer bank communications terminal to perform any function for
13which it is designed.
SB494,43,4 14(2) Operation and acquisition of customer bank communications terminals.
15A bank may, directly or indirectly, acquire, place and operate, or participate in the
16acquisition, placement and operation of, at locations other than its main or branch
17offices, customer bank communications terminals, in accordance with rules
18established by the division. The rules of the division shall provide that any such
19customer bank communications terminal shall be available for use, on a
20nondiscriminatory basis, by any state or national bank. This subsection does not
21authorize a bank which has its principal place of business outside this state to
22conduct banking business in this state. The customer bank communications
23terminals also shall be available for use, on a nondiscriminatory basis, by any credit
24union, savings and loan association or savings bank, if the credit union, savings and
25loan association or savings bank requests to share its use, subject to rules jointly

1established by the division of banking, the office of credit unions and the division of
2savings and loan. The division by order may authorize the installation and operation
3of a customer bank communications terminal in a mobile facility, after notice and
4hearing upon the proposed service stops of the mobile facility.
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