SB494,64,18 16(2) Exceptions. (a) A check sold by a bank chartered under the laws of another
17state or a foreign country or a national bank authorized to do business in another
18state may use any form of "bank", if the bank is licensed under ch. 217.
SB494,64,2019 (b) Mortgage bankers registered under s. 440.72 may use the designation
20"mortgage banker".
SB494,64,2221 (c) A savings bank organized under ch. 214 may use the designation "savings
22bank".
SB494,64,24 23(3) Enforcement. Violations of this section may be enforced by the division
24under s. 220.02 (2).
SB494,65,3
1221.0403 Bank names. (1) In general. Except as provided in subs. (2) and
2(3), the name of a bank must be approved by the division and must be distinguishable
3upon the records of the division from all of the following names:
SB494,65,44 (a) The name of another state bank organized under this chapter.
SB494,65,65 (b) The name of a national bank or foreign bank authorized to transact
6business in this state.
SB494,65,10 7(2) Exceptions. A bank may apply to the division for the authority to use a
8name that is not distinguishable upon the records of the division from one or more
9of the names described in sub. (1). The division may authorize the use of the name
10if any of the following occurs:
SB494,65,1311 (a) The other bank consents to the use in writing and submits an undertaking,
12in a form satisfactory to the division, to change its name to a name that is
13distinguishable upon the records of the division from the name of the applicant.
SB494,65,1614 (b) The applicant delivers to the division a certified copy of the final judgment
15of a court of competent jurisdiction establishing the applicant's right to use the name
16applied for in this state.
SB494,65,19 17(3) Use of same name. A bank may use the name that is used in this state by
18another bank organized under this chapter or authorized to transact business in this
19state if the bank proposing to use the name has done any of the following:
SB494,65,2020 (a) Merged with the other bank.
SB494,65,2121 (b) Been formed by reorganization of the other bank.
SB494,65,2322 (c) Acquired all or substantially all of the assets, including the name, of the
23other bank.
SB494,65,24 24(4) Use of "savings". A bank name may not contain the word "savings".
SB494,65,2525 SUBCHAPTER V
SB494,66,1
1SHARES AND SHAREHOLDERS
SB494,66,7 2221.0501 Quorum and voting requirements for voting groups. (1)
3Quorum requirement. Shares entitled to vote as a separate voting group may take
4action on a matter at a meeting only if a quorum of those shares exists with respect
5to that matter. Unless the articles of incorporation, the bylaws or this chapter
6provide otherwise, a majority of the votes entitled to be cast on the matter by the
7voting group constitutes a quorum of that voting group for action on that matter.
SB494,66,13 8(2) Method of determining quorum. If a share is represented for any purpose
9at a meeting, other than for the purpose of objecting to holding the meeting or
10transacting business at the meeting, the share is considered present for purposes of
11determining whether a quorum exists for the remainder of the meeting and for any
12adjournment of that meeting, unless a new record date is or must be set for that
13adjourned meeting.
SB494,66,17 14(3) Simple majority voting. If a quorum exists, action on a matter by a voting
15group is approved if the votes cast within the voting group favoring the action exceed
16the votes cast opposing the action, unless the articles of incorporation, the bylaws or
17this chapter require a greater number of affirmative votes.
SB494,66,22 18221.0502 Greater or lower quorum or greater voting requirements. (1)
19Method of specifying different requirements. The articles of incorporation may
20provide, or authorize the bylaws under s. 221.0503 to provide, for a greater or lower
21quorum requirement or a greater voting requirement for shareholders or voting
22groups of shareholders than is provided by this chapter.
SB494,67,2 23(2) Amendments to articles of incorporation to change requirements. An
24amendment to the articles of incorporation that adds, changes or deletes a greater
25or lower quorum requirement or a greater voting requirement must meet the same

1quorum requirement and be adopted by the same vote and voting groups required
2to take action under the quorum and voting requirements then in effect.
SB494,67,11 3221.0503 Bylaw fixing quorum or voting requirements for
4shareholders.
(1) In general. If authorized by the articles of incorporation, the
5shareholders may adopt or amend a bylaw that fixes a greater or lower quorum
6requirement or a greater voting requirement for shareholders or voting groups of
7shareholders than is provided by this chapter. The adoption or amendment of a
8bylaw that adds, changes or deletes a greater or lower quorum requirement or a
9greater voting requirement for shareholders must meet the same quorum
10requirement and be adopted by the same vote and voting groups required to take
11action under the quorum and voting requirement then in effect.
SB494,67,14 12(2) Shareholder approval. A bylaw that fixes a greater or lower quorum
13requirement or a greater voting requirement for shareholders under sub. (1) may not
14be adopted, amended or repealed by the board of directors.
SB494,67,17 15221.0504 Number of shareholders. (1) Method of counting. For purposes
16of this chapter, any of the following constitutes one shareholder if identified as a
17shareholder in a bank's current record of shareholders:
SB494,67,1818 (a) Three or fewer coowners.
SB494,67,1919 (b) An entity.
SB494,67,2120 (c) The trustees, guardians, custodians or other fiduciaries of a single trust,
21estate or account.
SB494,67,24 22(2) Substantially similar names. For purposes of this chapter, shareholdings
23registered in substantially similar names constitute one shareholder if it is
24reasonable to believe that the names represent the same person.
SB494,68,4
1221.0505 Issued and outstanding shares. (1) Issued and outstanding
2shares.
A bank may issue the number of shares of each class or series authorized by
3the articles of incorporation. Shares that are issued are outstanding shares until
4they are reacquired, redeemed, converted or canceled.
SB494,68,9 5(2) Share requirements. At all times that shares of the bank are outstanding,
6there must be outstanding one or more shares that together have unlimited voting
7rights and one or more shares, which may be the same share or shares as those with
8unlimited voting rights, that together are entitled to receive the net assets of the
9bank upon dissolution.
SB494,68,11 10221.0506 Fractional shares. (1) Issuance and disposition. A bank may do
11any of the following:
SB494,68,1212 (a) Issue fractions of a share or pay in money the value of fractions of a share.
SB494,68,1313 (b) Arrange for disposition of fractional shares by the shareholders.
SB494,68,16 14(2) Rights of holders of fractional shares. The holder of a fractional share
15may exercise the rights of a shareholder, including the right to vote, to receive
16dividends and to participate in the assets of the bank upon liquidation.
SB494,68,19 17221.0507 Share dividends. (1) Definition. In this section, "share dividend"
18means shares issued proportionally and without consideration to the bank's
19shareholders or to the shareholders of one or more classes or series.
SB494,68,21 20(2) Power to issue share dividends. Except as provided in sub. (3) and unless
21the articles of incorporation provide otherwise, a bank may issue share dividends.
SB494,68,24 22(3) Limitiations. (a) A bank may not issue shares of one class or series as a
23share dividend in respect of shares of another class or series unless any of the
24following is satisfied:
SB494,68,2525 1. The articles of incorporation authorize the issuance.
SB494,69,2
12. A majority of the votes entitled to be cast by the class or series to be issued
2approve the issuance.
SB494,69,43 3. There are no outstanding shares of the class or series to be issued, as
4determined under par. (b).
SB494,69,85 (b) If a security is outstanding that is convertible into or carries a right to
6subscribe for or acquire shares of the class or series to be issued, the holder of the
7security is considered a holder of the class or series to be issued for purposes of
8making the determination under par. (a) 3.
SB494,69,11 9(4) Record date. If the board of directors does not fix the record date for
10determining shareholders entitled to a share dividend, it is the date on which the
11board of directors authorizes the share dividend.
SB494,69,13 12221.0508 Form and content of certificates. (1) Contents. At a minimum,
13a share certificate shall state on its face all of the following:
SB494,69,1514 (a) The name of the issuing bank and that the bank is organized under the laws
15of this state.
SB494,69,1616 (b) The name of the person to whom issued.
SB494,69,1817 (c) The number and class of shares and the designation of the series, if any, that
18the certificate represents.
SB494,69,21 19(2) Classes and series requirements. If the issuing bank is authorized to issue
20different classes of shares or different series within a class, the front or back of each
21certificate shall contain any of the following:
SB494,69,2522 (a) A summary of the designations, relative rights, preferences and limitations
23applicable to each class, and the variations in rights, preferences and limitations
24determined for each series and the authority of the board of directors to determine
25variations for future series.
SB494,70,2
1(b) A conspicuous statement that the bank will furnish the shareholder the
2information described in par. (a) on request, in writing and without charge.
SB494,70,5 3(3) Signature. (a) Each share certificate shall be signed either manually or
4in facsimile, by the officer or officers designated in the bylaws or by the board of
5directors.
SB494,70,76 (b) The validity of a share certificate is not affected if a person who signed the
7certificate no longer holds office when the certificate is issued.
SB494,70,9 8221.0509 Restriction on transfer of shares and other securities. (1)
9Definitions. In this section:
SB494,70,1110 (a) "Other securities" include securities that are convertible into or carry a right
11to subscribe for or acquire shares.
SB494,70,1312 (b) "Transfer restriction" means a restriction on the transfer or registration of
13transfer of shares and other securities of a bank.
SB494,70,18 14(2) Permitted purposes of restrictions. (a) Except as provided in par. (b), the
15articles of incorporation, the bylaws, an agreement among shareholders and holders
16of other securities, or an agreement between shareholders and holders of other
17securities and the bank, may impose a transfer restriction on shares and other
18securities of the bank for any reasonable purpose, including any of the following:
SB494,70,2019 1. Maintaining the bank's status under state or federal law when it is
20dependent on the number or identity of its shareholders.
SB494,70,2121 2. Preserving exemptions under federal or state securities law.
SB494,70,2522 (b) A transfer restriction may not affect shares and other securities issued
23before the restriction is adopted, unless the holders of the shares and other securities
24are parties to the transfer restriction agreement or vote in favor of the transfer
25restriction.
SB494,71,5
1(3) Enforceability. A transfer restriction is valid and enforceable against the
2holder or a transferee of the holder if the transfer restriction is authorized by this
3section and its existence is noted conspicuously on the front or back of the certificate.
4Unless so noted, a transfer restriction is not enforceable against a person who does
5not know of the transfer restriction.
SB494,71,8 6(4) Types of permitted transfer restrictions. The transfer restrictions
7permitted under this section include transfer restrictions that do any of the
8following:
SB494,71,119 (a) Obligate the shareholder or holder of other securities first to offer the bank
10or other persons, whether separately, consecutively or simultaneously, an
11opportunity to acquire the restricted shares or other securities.
SB494,71,1412 (b) Subject to the limitations of s. 221.0323, if applicable, obligate the bank or
13other persons, whether separately, consecutively or simultaneously, to acquire the
14restricted shares or other securities.
SB494,71,1715 (c) Require the bank, the holders of a class of its shares or other securities or
16another person to approve the transfer of the restricted shares or other securities,
17if the requirement is not manifestly unreasonable.
SB494,71,2018 (d) Prohibit the transfer of the restricted shares or other securities to
19designated persons or classes of persons, if the prohibition is not manifestly
20unreasonable.
SB494,71,22 21221.0510 Preemptive rights. (1) Definition. In this section, "other
22securities" has the meaning given in s. 221.0509 (1) (a).
SB494,72,4 23(2) When preemptive rights exist. The shareholders or holders of other
24securities of a bank do not have a preemptive right to acquire the bank's unissued
25shares or other securities except to the extent provided in the articles of

1incorporation. If the articles of incorporation state that "the bank elects to have
2preemptive rights", or words of similar meaning, subs. (3) to (6) govern the
3preemptive rights, except to the extent that the articles of incorporation expressly
4provide otherwise.
SB494,72,11 5(3) Conditions for exercise of preemptive rights. Except as provided in sub.
6(5), the shareholders or holders of other securities of the bank have a preemptive
7right, granted on uniform terms and conditions prescribed by the board of directors
8to provide a fair and reasonable opportunity to exercise the right, to acquire
9proportional amounts of the bank's unissued shares or other securities upon the
10decision of the board of directors to issue the shares or other securities, subject to the
11following conditions:
SB494,72,1412 (a) Holders of shares or other securities with general voting rights have
13preemptive rights with respect to shares and other securities of any class with
14general voting rights.
SB494,72,2015 (b) Holders of shares or other securities without preferential rights to
16distributions or assets have preemptive rights with respect to shares and other
17securities of any class without preferential rights to distributions or assets, except
18that holders of shares or other securities without general voting rights have no
19preemptive rights with respect to shares or other securities of any class with general
20voting rights.
SB494,72,23 21(4) Waiver. A shareholder or holder of other securities may waive his or her
22preemptive right. A written waiver is irrevocable even if it is not supported by
23consideration.
SB494,72,25 24(5) Exemptions. There is no preemptive right with respect to any of the
25following:
SB494,73,2
1(a) Shares or other securities issued as compensation to directors, officers or
2employes of the bank or its affiliates.
SB494,73,53 (b) Shares or other securities issued to satisfy conversion or option rights
4created to provide compensation to directors, officers or employes of the bank or its
5affiliates.
SB494,73,76 (c) Shares or other securities authorized in articles of incorporation that are
7issued within 6 months after the effective date of incorporation.
SB494,73,98 (d) Shares or other securities sold for other than money or an obligation to pay
9money.
SB494,73,1010 (e) Treasury shares.
SB494,73,17 11(6) Lapse of preemptive rights. If shares or other securities subject to
12preemptive rights are not acquired by shareholders or holders of other securities, the
13bank may issue the shares or other securities to any person for one year after being
14offered to shareholders or holders of other securities, at a consideration set by the
15board of directors that is not lower than the consideration set for the exercise of
16preemptive rights. An offer at a lower consideration or after the expiration of one
17year is subject to the preemptive rights of shareholders or holders of other securities.
SB494,73,19 18221.0511 Annual meeting. (1) When held. A bank shall hold a meeting of
19shareholders annually at a time stated in or fixed in accordance with the bylaws.
SB494,73,23 20(2) Where held. A bank may hold the annual shareholders' meeting in or
21outside this state at the place stated in or fixed in accordance with the bylaws. If no
22place is stated in or fixed in accordance with the bylaws, the bank shall hold the
23annual meeting at its principal office.
SB494,73,25 24(3) Effect of failure to comply. Failure to hold an annual meeting in one or
25more years does not affect the validity of any bank action.
SB494,74,2
1221.0512 Special meeting. (1) When required. A bank shall hold a special
2meeting of shareholders if any of the following occurs:
SB494,74,43 (a) A special meeting is called by the board of directors or any person authorized
4by the articles of incorporation or bylaws to call a special meeting.
SB494,74,85 (b) The holders of at least 10% of all the votes entitled to be cast on an issue
6proposed to be considered at the proposed special meeting sign, date and deliver to
7the bank one or more written demands for the meeting describing one or more
8purposes for which it is to be held.
SB494,74,11 9(2) Record date. If not otherwise fixed under s. 221.0517, the record date for
10determining shareholders entitled to demand a special meeting is the date that the
11first shareholder signs the demand.
SB494,74,15 12(3) Where held. A bank may hold a special shareholders' meeting in or outside
13this state at the place stated in or fixed in accordance with the bylaws. If no place
14is stated in or fixed in accordance with the bylaws, the bank shall hold a special
15meeting at its principal office.
SB494,74,18 16(4) Limitation on business conducted. Only business within the purpose
17described in the meeting notice required by s. 221.0514 (2) (b) may be conducted at
18a special shareholders' meeting.
SB494,74,21 19221.0513 Action without meeting. (1) Permitted methods. Action required
20or permitted by this chapter to be taken at a shareholders' meeting may be taken
21without a meeting in any of the following ways:
SB494,74,2322 (a) Without action by the board of directors, by all shareholders entitled to vote
23on the action.
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