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.
SB494,43,9 5(3) Terminals owned or operated by retailers. If a person who is primarily
6engaged in the retail sale of goods or services owns or operates a customer bank
7communications terminal on the person's premises and allows access to the terminal
8by any financial institution, group of financial institutions, or their customers for
9any purpose or function, then all of the following apply:
SB494,43,1310 (a) The division may not require the person to accept any connection to or use
11of the customer bank communications terminal on its premises for any other purpose
12or function, or to accept any connection to the terminal on its premises by any other
13financial institution.
SB494,43,1614 (b) This chapter, and the rules promulgated by the division, do not apply to the
15person, except for laws or rules directly related to the particular function performed
16by the terminal on such person's premises for a financial institution.
SB494,43,22 17(4) Use of transmitted information. Information transmitted from a customer
18bank communications terminal, either identified as to particular transactions or
19aggregate information, may be used only for purposes of effecting the financial
20transactions for which the information was received, for any other purpose lawfully
21authorized by contract or for any other purpose permitted by statute or rules
22pertaining to the dissemination and disclosure of such information.
SB494,44,8 23221.0304 Safe deposits. A bank may take and receive personal property from
24any person for safekeeping and storage and may rent out the use of safes or other
25receptacles upon its premises upon such compensation as may be agreed upon. The

1bank has a lien for its charges on any property taken or received by it for safekeeping.
2If the lien is not paid within 2 years after the date the charges accrue, or if the
3property taken or received by the bank is not called for within 2 years after the date
4the charges accrue, the bank may sell the property at public auction. The bank shall
5provide such notice as is required for the sale of personal property on execution. After
6retaining from the proceeds of such sale all the liens and charges due the bank and
7the reasonable expenses of the sale, the bank shall pay the balance to the person who
8deposited the property, or to the person's legal representatives or assignees.
SB494,44,16 9221.0305 Memberships and investments in federal reserve bank. A
10bank may purchase and hold, for the purpose of becoming a member of the federal
11reserve bank, so much of the capital stock of the federal reserve bank as will qualify
12it for membership under 12 USC 321 to 339 in the federal reserve bank. The bank
13may become a member of the federal reserve bank, and may have and exercise all
14powers, not in conflict with the laws of this state, that are conferred upon a member
15bank. The member bank and its directors, officers and shareholders remain subject
16to all liabilities and duties imposed upon them by the laws of this state.
SB494,44,25 17221.0306 Memberships and investments in federal home loan bank. (1)
18Permitted activities. Subject to review by the division under sub. (2), a bank may,
19with the approval of its board of directors, purchase and hold capital stock of the
20federal home loan bank for the purpose of becoming a member of the federal home
21loan bank under 12 USC 1421 to 1449. A bank that becomes a member may exercise
22borrowing privileges or use any other services offered to a member by the federal
23home loan bank, if the privileges or services are not in conflict with the laws of this
24state. Without becoming a member, a bank may exercise deposit privileges and use
25other services offered to nonmembers by the federal home loan bank.
SB494,45,9
1(2) Notice and review. A bank that intends to become a member of the federal
2home loan bank shall give the division written notice of its intention to apply for
3membership. The division may prohibit a bank from becoming a member if the
4bank's capital and undistributed surplus is less than the amount required for that
5bank or if the division finds that the bank is in an unsafe or unsound condition. The
6division shall have 30 days after the date on which the notice is received to issue a
7prohibition under this subsection. The division may extend the time for issuing a
8prohibition up to 30 additional days if the division notifies the bank before the initial
930-day period expires that the division is extending the time limit.
SB494,45,20 10221.0307 Memberships and investments in other state and federal
11agencies.
A bank may, with the approval of the division and by action of the bank's
12board of directors, acquire and hold the stock of any state or federal agency or of any
13similar institution approved by the division. A bank that intends to make such an
14investment shall give the division written notice of its intention. The division may
15disallow the investment if it finds that the bank is in an unsafe or unsound condition
16or that the transaction would be an unsafe or unsound investment for the bank. The
17division shall have 30 days after the date on which notice is received to issue a
18prohibition under this section. The division may extend the time for issuing the
19prohibition to 30 additional days if the division notifies the bank before the initial
2030-day period expires that the division is extending the time limit.
SB494,46,10 21221.0308 Benefits under federal law; Federal Deposit Insurance
22Corporation.
A bank may, by action of its board of directors, enter into such
23contracts, incur such obligations and perform such acts as may be necessary or
24appropriate in order to take advantage of any and all memberships, loans,
25subscriptions, contracts, grants, rights or privileges that may at any time be

1available or inure to banking institutions or to their depositors, creditors,
2shareholders, conservators, receivers or liquidators, by virtue of any federal law
3establishing the Federal Deposit Insurance Corporation; providing for the insurance
4of deposits; or regulating or safeguarding banking institutions and their depositors.
5A bank may also subscribe for and acquire any stock, debenture, bond or other type
6of security of the Federal Deposit Insurance Corporation. A bank that becomes a
7member of the Federal Deposit Insurance Corporation shall comply with the lawful
8regulations and requirements issued by the Federal Deposit Insurance Corporation.
9The bank and its directors, officers and shareholders shall continue to be subject to
10all liabilities and duties imposed upon them by any laws of this state.
SB494,46,20 11221.0309 Investments in international banking and financial
12institutions.
A bank may, with the approval of the division, invest an amount not
13exceeding in the aggregate 15% of its capital in one or more corporations principally
14engaged in international or foreign banking, or banking in dependencies or insular
15possessions of the United States, organized pursuant to 12 USC 611 to 631. A bank
16may also invest, with the approval of the division, an amount not exceeding in the
17aggregate 10% of its capital in the stock of one or more corporations principally
18engaged in international or foreign financial operations other than banking, as well
19as such financial operations in dependencies or insular possessions of the United
20States, organized pursuant to 12 USC 611 to 631.
SB494,47,3 21221.0310 Federal national mortgage association. A bank that has loans
22secured by real estate mortgages may, with the approval of the division, sell all or any
23portion of the loans to the federal national mortgage association, or any successor to
24that association. In connection with this sale of loans, the bank may make payments
25of any required capital contributions in the nature of subscriptions for stock of the

1federal national mortgage association or any successor to that association, may
2receive stock evidencing these capital contributions and may hold or dispose of this
3stock.
SB494,47,7 4221.0311 Investments in agricultural credit corporations. A bank may
5invest, with the approval of the division, in an agricultural credit corporation.
6Unless a bank owns at least 80% of the stock of the agricultural credit corporation,
7the amount invested by the bank may not exceed 20% of the bank's capital.
SB494,47,11 8221.0312 Investments in development companies. A bank is authorized
9to invest, in an amount not to exceed in the aggregate 5% of its capital, in shares of
10the Wisconsin Development Credit Corporation and in shares of small business
11investment companies located in this state.
SB494,47,20 12221.0313 Information to division; stock holdings. A bank that invests in
13the capital stock of other banks or of corporations as provided in this chapter shall
14furnish information concerning the condition of the other banks or corporations to
15the division upon demand. If the division determines that the bank is not complying
16with rules of the division regarding these investments, the division may institute an
17investigation of the bank's investments. If the investigation establishes a violation
18of division rules regarding permissible investments, the division may require the
19bank to dispose of its investment in the other bank or corporation, upon reasonable
20notice.
SB494,48,6 21221.0314 Sale of U.S. bonds. A bank may, by resolution of its board of
22directors authorizing such action, act as agent for the U.S. treasury or other
23instrumentality of the United States in connection with the sale of bonds or other
24obligations of the United States or an instrumentality of the United States, if
25designated as agent by the secretary of the U.S. treasury or by the other

1instrumentality. A bank may enter into contracts, incur obligations, make
2investments, pledge assets or take other actions if necessary or appropriate in order
3to act as agent under this section. A bank may exercise powers granted under this
4section only upon express approval previously granted by the division, and only in
5such manner and to such extent as the division may approve, and with such
6limitations upon the exercise of those powers as the division may impose.
SB494,48,9 7221.0315 Insurance activities. (1) Insurance intermediary activities
8permitted.
A bank, or an officer or salaried employe of a bank, may obtain a license
9as an insurance intermediary, if otherwise qualified.
SB494,48,11 10(2) Insurance underwriting prohibited. A bank may not, directly or through
11a subsidiary, engage in the business of underwriting insurance.
SB494,48,21 12221.0316 Trust powers. (1) General. When authorized by the division, and
13after the bank has in good faith complied with all requirements of law and fulfilled
14all the conditions precedent to the exercise of trust powers imposed by law upon trust
15company banks, a bank may act as trustee, executor, administrator, registrar of
16stocks and bonds, guardian of estates, assignee, receiver, and in any other fiduciary
17capacity in which trust company banks are permitted to act. A bank authorized by
18the division to exercise trust powers under this section shall comply with s. 223.02
19before exercising such authority. Upon compliance with s. 223.02, the bank is
20entitled to the same exemption as to making and filing any oath or giving any bond
21or security as is conferred on trust company banks by s. 223.03 (8).
SB494,48,24 22(2) Application and approval. (a) With its application for permission to
23exercise trust powers under this section, a bank shall submit to the division a fee
24determined by the division.
SB494,49,9
1(b) In approving an application by a bank to exercise trust powers, the division
2may take into consideration the amount of capital of the applying bank, whether the
3capital is sufficient under the circumstances, the needs of the community to be
4served, and any other facts and circumstances that may be material. The division
5shall approve or disapprove the application within 6 months after the date on which
6the application is filed. The division may approve an application under this
7subsection if the division is satisfied that the bank has in good faith complied with
8all the requirements of law and has fulfilled all the conditions precedent to the
9exercise of these powers imposed by law.
SB494,49,1510 (c) If the division approves the application, the division shall issue, in duplicate,
11a special authorization certificate to the bank. The certificate shall state that the
12bank has complied with the provisions of law applicable to banks exercising trust
13powers and that the bank is authorized to exercise trust powers. One of the duplicate
14special authorization certificates shall be transmitted by the division to the bank and
15the other shall be filed with the division.
SB494,49,1716 (d) In exercising trust powers, a bank shall comply with all the provisions of
17law applicable to individuals acting in a trust or fiduciary capacity.
SB494,50,3 18(3) Trust funds; how kept. A bank that exercises trust powers shall keep its
19trust accounts in books separate from its other books of account. All funds and
20property held by the bank in a trust capacity shall, at all times, be kept separate from
21the other funds and property of the bank, except that uninvested trust funds may be
22deposited in an account in the bank or in any other bank that is a member of the
23Federal Deposit Insurance Corporation. All deposits of uninvested trust funds shall
24be deposited as trust funds to its credit as trustee. In the event of insolvency or
25liquidation of a bank in which the accounts are maintained, all bank accounts

1comprising trust funds so deposited have preference and priority in all assets of the
2bank over the bank's general creditors, without the necessity of tracing or identifying
3the trust funds.
SB494,50,11 4(4) Trust service offices. A state bank exercising trust powers may, with the
5approval of the division, establish and maintain a trust service office at any office in
6this state of any other depository institution, as defined under s. 221.0901 (2) i). A
7state bank may, with the approval of the division, permit any other depository
8institution, as defined under s. 221.0901 (2) (i), exercising trust powers or any trust
9company bank organized under ch. 223 to establish and maintain a trust service
10office at any of its banking offices. The establishment and operation of a trust service
11office are subject to s. 223.07. This subsection does not authorize branch banking.
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