SB494: Bill Text

SB494,86,18 (3) Required oath. Every director shall take and subscribe an oath to perform diligently and honestly the director's duty and to not knowingly violate or permit a violation of chs. 220 to 224.

SB494,86,23 221.0602 Qualifications of directors. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the bank unless the articles of incorporation or bylaws so prescribe. A person who has been convicted of a crime against federal or state banking law may not be elected director.

SB494,87,3 221.0603 Number and election of directors. (1) Required number. A board of directors shall consist of 5 or more natural persons, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

SB494,87,6 (2) Change in number. The number of directors may be increased or, subject to s. 221.0605 (2), decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.

SB494,87,9 (3) Election. Directors shall be elected at the meeting held before the bank is authorized to commence business by the division, and at each annual meeting thereafter unless their terms are staggered under s. 221.0606.

SB494,87,15 221.0604 Election of directors by certain classes of shareholders. If the articles of incorporation authorize dividing the shares into classes, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class or classes of shares entitled to elect one or more directors shall be a separate voting group for purposes of the election of directors.

SB494,87,18 221.0605 Terms of directors generally. (1) Expiration of term. The terms of the directors of a bank, including the initial directors, expire at the next annual shareholders' meeting unless their terms are staggered under s. 221.0606.

SB494,87,20 (2) Effect of decrease in number. A decrease in the number of directors may not shorten an incumbent director's term.

SB494,87,24 (3) Effect of expiration of term. Despite the expiration of a director's term, the director shall continue to serve, subject to ss. 221.0607 and 221.0608, until his or her successor is elected and, if necessary, qualifies or until there is a decrease in the number of directors.

SB494,88,11 221.0606 Staggered terms of directors. The articles of incorporation, or the bylaws if the articles of incorporation so provide, may provide for staggering the terms of the directors by dividing the total number of directors into 2 or 3 groups. In that event, the terms of directors in the first group expire at the first annual shareholders' meeting after their election, the terms of the 2nd group expire at the 2nd annual shareholders' meeting after their election, and the terms of the 3rd group, if any, expire at the 3rd annual shareholders' meeting after their election. At each annual shareholders' meeting held thereafter, the number of directors equal to the number of the group whose term expires at the time of the meeting shall be chosen for a term of 2 years, if there are 2 groups, or a term of 3 years, if there are 3 groups.

SB494,88,14 221.0607 Resignation of directors. (1) Written notice. A director may resign at any time by delivering written notice that complies with s. 221.0103 to the board of directors, to the chairperson of the board of directors or to the bank.

SB494,88,16 (2) Effective date. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

SB494,88,20 221.0608 Removal of directors by shareholders. (1) W hen removal permitted. The shareholders may remove one or more directors with or without cause, unless the articles of incorporation or bylaws provide that directors may be removed only for cause.

SB494,89,2 (2) Cumulative voting. If cumulative voting is authorized under s. 221.0522, the shareholders may not remove a director if the number of votes sufficient to elect the director under cumulative voting is voted against his or her removal. If cumulative voting is not authorized under s. 221.0522, the shareholders may remove a director only if the number of votes cast to remove the director exceeds the number of votes cast not to remove him or her.

SB494,89,6 (3) Meeting and notice requirements. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

SB494,89,10 221.0609 Vacancy on board. (1) How filed. Unless the articles of incorporation provide otherwise, and except as provided in sub. (2), if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by any of the following:

SB494,89,11 (a) A vote of the shareholders.

SB494,89,14 (b) A vote of the board of directors, except that if the directors remaining in office constitute fewer than a quorum of the board, the directors may fill a vacancy by the affirmative vote of a majority of all directors remaining in office.

SB494,89,18 (2) Voting groups. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors.

SB494,89,22 (3) Vacancies at a later date. A vacancy that will occur at a specific later date, because of a resignation effective at a later date under s. 221.0607 (2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

SB494,89,24 221.0610 Meetings. (1) Frequency of meetings. The board of directors shall meet at least once each calendar quarter.

SB494,90,3 (2) Duties to be performed at meetings. At each meeting the board of directors shall generally investigate the affairs of the bank and determine whether the assets are of the value at which they are carried on the books of the bank.

SB494,90,6 (3) Attendance. If the division determines that a director is lax in attending board meetings, the division may remove the director. The vacancy shall be filled within a reasonable time as the division may direct.

SB494,90,12 (4) Communication at meetings. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including a loan committee or examining committee meeting, of the board of directors by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:

SB494,90,14 1. All participating directors may simultaneously hear each other during the meeting.

SB494,90,17 2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

SB494,90,23 (b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is considered to be present in person at the meeting. If requested by a director, a copy of the minutes of the meeting prepared under sub. (5) shall be distributed to each director.

SB494,91,5 (5) Records of meetings. (a) The board of directors shall elect a secretary, who shall keep a correct record of the minutes of the meeting in a book kept for that purpose. The minutes shall particularly disclose the date and location of the meeting, and the names of the directors absent. The minutes shall be subscribed to by the presiding officer. The minutes shall be approved at the next succeeding meeting, by the board of directors, and the minutes of the next succeeding meeting shall show this. The minute book shall be available at the bank when needed.

SB494,91,10 (b) The bank examiner shall examine the minute book at the time that he or she examines the bank and shall include in his or her report of examination of the bank, a statement of the dates on which the meetings were held since the last examination of the bank by the bank examiner and the names of the directors in attendance at each of these meetings.

SB494,91,13 (c) A person who makes a false entry in the minute book or changes or alters an entry made in the minute book may be fined not less than $100 nor more than $500, or imprisoned for not less than 30 days nor more than 6 months, or both.

SB494,91,18 221.0611 Response to examination. (1) Response required. After receipt by the board of directors of a bank of a report of examination of the bank by the division, the board or an examining committee appointed under sub. (2) in accordance with s. 221.0615, unless the division requires response by the board as provided in s. 220.05 (5), shall do all of the following:

SB494,91,19 (a) Study the report of examination.

SB494,91,22 (b) Prepare a written report setting forth any recommended corrective action to be taken by the board in response to criticisms and suggestions contained in the report of examination.

SB494,92,2 (2) Examining committee. Upon receipt of a report of examination under sub. (1), the board of directors may appoint an examining committee, consisting of not fewer than 3 of its members, to perform the study and prepare the report under sub. (1) (a) and (b).

SB494,92,5 (3) Distribution and acknowledgement requirements. Each member of the board of directors shall obtain and review a copy of the report prepared under sub. (1) (b) and shall prepare a written acknowledgment stating all of the following:

SB494,92,6 (a) That the board has received the report of examination under sub. (1).

SB494,92,8 (b) That the member of the board has obtained and reviewed a copy of the report prepared under sub. (1) (b).

SB494,92,11 (4) Recordation. The secretary of the board of directors shall record the report prepared under sub. (1) (b) in the minutes of the next meeting of the board following completion of the report.

SB494,92,15 (5) Transmission to division. The board of directors shall transmit the report prepared under sub. (1) (b) and the acknowledgments prepared under sub. (3) to the division within 45 days after receipt by the board of the report of examination under sub. (1).

SB494,92,18 221.0612 Notice of meeting. (1) Regular meetings. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting.

SB494,92,23 (2) Special meetings. Unless the articles of incorporation or bylaws provide for a longer or shorter period, special meetings of the board of directors shall be preceded by at least 48 hours' notice of the date, time and place of the meeting. The notice shall comply with s. 221.0103. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws.

SB494,93,3 221.0613 Waiver of notice. (1) Written waiver. A director may waive a notice required by this chapter, the articles of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided by sub. (2), the waiver shall be in writing, signed by the director entitled to the notice and retained by the bank.

SB494,93,8 (2) Waiver by attendance or participation. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting, unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.

SB494,93,13 221.0614 Quorum and voting. (1) Quorum requirements generally. (a) Unless the articles of incorporation or bylaws require a greater or, under sub. (2), a lesser number, and except as provided in par. (b) or in s. 221.0619 (4), a quorum of a board of directors shall consist of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.

SB494,93,17 (b) When the number of directors specified or fixed in accordance with the articles of incorporation or bylaws exceeds 9, the directors may, for a period of not to exceed 6 months during any one year, designate by resolution 9 directors, any 5 of whom shall constitute a quorum.

SB494,93,21 (c) Unless the articles of incorporation or bylaws require a greater, or under sub. (2) a lesser number, and except as provided in s. 221.0619 (4), a quorum of a committee of the board of directors created under s. 221.0615 consists of a majority of the number of directors appointed to serve on the committee.

SB494,93,25 (2) Minimum quorum requirements. (a) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.

SB494,94,3 (b) The articles of incorporation or bylaws may authorize a quorum of a committee of the board of directors created under s. 221.0615 to consist of no fewer than one-third of the number of directors appointed to serve on the committee.

SB494,94,9 (3) Voting requirements generally. Except as provided in ss. 221.0615 (3) and (4), 221.0619 (4) and 221.0631 (1) and (2), if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors or a committee of the board of directors created under s. 221.0615, unless the articles of incorporation or bylaws require the vote of a greater number of directors.

SB494,94,13 (4) When assent given. (a) Except as provided in par. (b), a director who is present and is announced as present at a meeting of the board of directors or a committee of the board of directors created under s. 221.0615, when corporate action is taken assents to the action taken unless any of the following occurs:

SB494,94,15 1. The director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting.

SB494,94,18 2. The director dissents or abstains from an action taken and minutes of the meeting are prepared that show the director's dissent or abstention from the action taken.

SB494,94,21 3. The director delivers written notice that complies with s. 221.0103 of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the bank immediately after adjournment of the meeting.

SB494,94,25 4. The director dissents or abstains from an action taken, minutes of the meeting are prepared that fail to show the director's dissent or abstention from the action taken and the director delivers to the bank a written notice of that failure that complies with s. 221.0103 promptly after receiving the minutes.

SB494,95,2 (b) A director who votes in favor of action taken may not dissent or abstain from that action.

SB494,95,8 221.0615 Committees. (1) In general. Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of directors to serve as alternates. Each committee shall have 2 or more members. Unless otherwise provided by the board of directors, members of the committee shall serve at the pleasure of the board of directors.

SB494,95,11 (2) Creation of a committee and appointment of members. Except as provided in sub. (3), the creation of a committee, appointment of members to it and designation of alternate members, if any, shall be approved by the greater of the following:

SB494,95,12 (a) A majority of all the directors in office when the action is taken.

SB494,95,14 (b) The number of directors required by the articles of incorporation or bylaws to take action under s. 221.0614.

SB494,95,17 (3) Vacancies. The board of directors may provide by resolution that any vacancies on the committee shall be filled by the affirmative vote of a majority of the remaining committee members.

SB494,95,19 (4) Applicability of certain provisions. Sections 221.0610 to 221.0613 apply to committees of a board of directors and to committee members.

SB494,95,23 (5) Authority which may be exercised by committee. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors, except that a committee may not do any of the following:

SB494,95,24 (a) Authorize distributions.

SB494,96,2 (b) Approve or propose to shareholders action that this chapter requires be approved by shareholders.

SB494,96,4 (c) Fill vacancies on the board of directors or, except as provided in sub. (3), on any of its committees.

SB494,96,5 (d) Amend articles of incorporation under s. 221.0211.

SB494,96,6 (e) Adopt, amend or repeal bylaws.

SB494,96,7 (f) Approve a plan of merger not requiring shareholder approval.

SB494,96,9 (g) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors.

SB494,96,14 (h) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or a senior executive officer of the bank to do so within limits prescribed by the board of directors.

SB494,96,17 (6) Employment of consultants. Unless otherwise provided by the board of directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of authority.

SB494,96,21 (7) Effect on responsibility of board. The creation of a committee, delegation of authority to a committee or action by a committee does not relieve the board of directors or any of its members of any responsibility imposed upon the board of directors or its members by law.

SB494,97,2 221.0616 Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the bank, may rely on information, opinions, reports or statements, which may be written or oral or formal or informal and which may include financial statements, valuation reports and other financial data, if they are prepared or presented by any of the following:

SB494,97,4 (1) Officers and employes. An officer or employe of the bank whom the director or officer believes in good faith to be reliable and competent in the matters presented.

SB494,97,7 (2) Experts. Legal counsel, public accountants or other persons as to matters that the director or officer believes in good faith are within the person's professional or expert competence.

SB494,97,10 (3) Board committees. In the case of reliance by a director, a committee of the board of directors of which the director is not a member if the director believes in good faith that the committee merits confidence.

SB494,97,15 221.0617 Consideration of interests in addition to shareholders' interests. In discharging his or her duties to the bank and in determining what he or she believes to be in the best interests of the bank, a director or officer may, in addition to considering the effects of an action on shareholders, consider the following:

SB494,97,16 (1) The effects of the action on employes, suppliers and customers of the bank.

SB494,97,17 (2) The effects of the action on communities in which the bank operates.

SB494,97,18 (3) Other factors that the director or officer considers pertinent.

SB494,97,25 221.0618 Limited liability of directors. (1) In general. Except as provided in sub. (2) or s. 221.0803, a director is not liable to the bank, its shareholders, or any person asserting rights on behalf of the bank or its shareholders, for damages, settlements, fees, fines, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:

SB494,98,2 (a) A wilful failure to deal fairly with the bank or its shareholders in connection with a matter in which the director has a material conflict of interest.

SB494,98,5 (b) A violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.

SB494,98,6 (c) A transaction from which the director derived an improper personal profit.

SB494,98,7 (d) Wilful misconduct.

SB494,98,11 (2) Articles of incorporation may limit. A bank may limit the immunity provided under this section by its articles of incorporation. A limitation under this subsection applies if the cause of action against a director accrues while the limitation is in effect.

SB494,98,14 221.0619 Director conflict of interest. (1) Definition. In this section, "conflict of interest transaction" means a transaction with the bank in which a director of the bank has a direct or indirect interest.

SB494,98,17 (2) When transaction not voidable. A conflict of interest transaction is not voidable by the bank solely because of the director's interest in the transaction if any of the following is true:

SB494,98,21 (a) The material facts of the transaction and the director's interest were disclosed or known to the board of directors or a committee of the board of directors and the board of directors or committee authorized, approved or specifically ratified the transaction under sub. (4).