221.0327 History
History: 1995 a. 336.
221.0328(1)(1)
When permitted. Except as provided in
sub. (2), the board of directors of a bank may declare and pay a dividend from its undivided profits in an amount they consider expedient. The board of directors shall provide for the payment of all expenses, losses, required reserves, taxes, and interest accrued or due from the bank before the declaration of dividends from undivided profits. If dividends declared and paid in either of the 2 immediately preceding years exceeded net income for either of those 2 years respectively, the bank may not declare or pay any dividend in the current year that exceeds year-to-date net income except with the written consent of the division.
221.0328(2)
(2) Liability of shareholders. A bank's dividends may not in any way impair or diminish the capital of the bank other than by reducing undivided profits. If a dividend is paid that does not comply with this section, every shareholder receiving the dividend is liable to restore the full amount of the dividend unless the capital is subsequently made good.
221.0328(3)
(3) Liability of directors. If the board of directors of a bank pays dividends when the bank is insolvent or in danger of insolvency, or not having reason to believe that there were sufficient undivided profits to pay the dividends, the members of the board of directors are jointly and severally liable to the creditors of the bank at the time of declaring dividends in an amount equal to twice the amount of the dividends.
221.0328 History
History: 1995 a. 336.
NAME
221.0401
221.0401
State bank. Every bank incorporated under this chapter shall be known as a state bank.
221.0401 History
History: 1995 a. 336.
221.0402(1)(1)
Use of "bank". Except as provided in
sub. (2), a person who is engaged in business in this state, who is not subject to supervision and examination by the division, and who is not required to make reports to the division under this chapter, may not use the term "bank", in any form upon any office sign at the place where the business is transacted. Except as provided in
sub. (2), the person may not use or circulate letterheads, billheads, blank notes, blank receipts, certificates, circulars, or any written or printed or partly written and partly printed paper, containing an artificial or corporate name, or other words, that indicates that the person's business is the business of a bank.
221.0402(2)(a)(a) A check sold by a bank chartered under the laws of another state or a foreign country or a national bank authorized to do business in another state may use any form of "bank", if the bank is licensed under
ch. 217.
221.0402(2)(b)
(b) Mortgage bankers registered under
s. 224.72 may use the designation "mortgage banker".
221.0402(2)(c)
(c) A savings bank organized under
ch. 214 may use the designation "savings bank".
221.0402(3)
(3) Enforcement. Violations of this section may be enforced by the division under
s. 220.02 (2).
221.0402 History
History: 1995 a. 336;
1997 a. 35.
221.0403(1)(1)
In general. Except as provided in
subs. (2) and
(3), the name of a bank must be approved by the division and must be distinguishable upon the records of the division from all of the following names:
221.0403(1)(a)
(a) The name of another state bank organized under this chapter.
221.0403(1)(b)
(b) The name of a national bank or foreign bank authorized to transact business in this state.
221.0403(2)
(2) Exceptions. A bank may apply to the division for the authority to use a name that is not distinguishable upon the records of the division from one or more of the names described in
sub. (1). The division may authorize the use of the name if any of the following occurs:
221.0403(2)(a)
(a) The other bank consents to the use in writing and submits an undertaking, in a form satisfactory to the division, to change its name to a name that is distinguishable upon the records of the division from the name of the applicant.
221.0403(2)(b)
(b) The applicant delivers to the division a certified copy of the final judgment of a court of competent jurisdiction establishing the applicant's right to use the name applied for in this state.
221.0403(3)
(3) Use of same name. A bank may use the name that is used in this state by another bank organized under this chapter or authorized to transact business in this state if the bank proposing to use the name has done any of the following:
221.0403(3)(c)
(c) Acquired all or substantially all of the assets, including the name, of the other bank.
221.0403(4)
(4) Use of "savings". A bank name may not contain the word "savings".
221.0403 History
History: 1995 a. 336.
SHARES AND SHAREHOLDERS
221.0501
221.0501
Quorum and voting requirements for voting groups. 221.0501(1)(1)
Quorum requirement. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation, the bylaws or this chapter provide otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter.
221.0501(2)
(2) Method of determining quorum. If a share is represented for any purpose at a meeting, other than for the purpose of objecting to holding the meeting or transacting business at the meeting, the share is considered present for purposes of determining whether a quorum exists for the remainder of the meeting and for any adjournment of that meeting, unless a new record date is or must be set for that adjourned meeting.
221.0501(3)
(3) Simple majority voting. If a quorum exists, action on a matter by a voting group is approved if the votes cast within the voting group favoring the action exceed the votes cast opposing the action, unless the articles of incorporation, the bylaws or this chapter require a greater number of affirmative votes.
221.0501 History
History: 1995 a. 336.
221.0502
221.0502
Greater or lower quorum or greater voting requirements. 221.0502(1)(1)
Method of specifying different requirements. The articles of incorporation may provide, or authorize the bylaws under
s. 221.0503 to provide, for a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter.
221.0502(2)
(2) Amendments to articles of incorporation to change requirements. An amendment to the articles of incorporation that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirements then in effect.
221.0502 History
History: 1995 a. 336.
221.0503
221.0503
Bylaw fixing quorum or voting requirements for shareholders. 221.0503(1)(1)
In general. If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.
221.0503(2)
(2) Shareholder approval. A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders under
sub. (1) may not be adopted, amended or repealed by the board of directors.
221.0503 History
History: 1995 a. 336.
221.0504
221.0504
Number of shareholders. 221.0504(1)
(1)
Method of counting. For purposes of this chapter, any of the following constitutes one shareholder if identified as a shareholder in a bank's current record of shareholders:
221.0504(1)(c)
(c) The trustees, guardians, custodians or other fiduciaries of a single trust, estate or account.
221.0504(2)
(2) Substantially similar names. For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.
221.0504 History
History: 1995 a. 336.
221.0505
221.0505
Issued and outstanding shares. 221.0505(1)
(1)
Issued and outstanding shares. A bank may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.
221.0505(2)
(2) Share requirements. At all times that shares of the bank are outstanding, there must be outstanding one or more shares that together have unlimited voting rights and one or more shares, which may be the same share or shares as those with unlimited voting rights, that together are entitled to receive the net assets of the bank upon dissolution.
221.0505 History
History: 1995 a. 336.
221.0506(1)(1)
Issuance and disposition. A bank may do any of the following:
221.0506(1)(a)
(a) Issue fractions of a share or pay in money the value of fractions of a share.
221.0506(1)(b)
(b) Arrange for disposition of fractional shares by the shareholders.
221.0506(2)
(2) Rights of holders of fractional shares. The holder of a fractional share may exercise the rights of a shareholder, including the right to vote, to receive dividends and to participate in the assets of the bank upon liquidation.
221.0506 History
History: 1995 a. 336.
221.0507(1)(1)
Definition. In this section, "share dividend" means shares issued proportionally and without consideration to the bank's shareholders or to the shareholders of one or more classes or series.
221.0507(2)
(2) Power to issue share dividends. Except as provided in
sub. (3) and unless the articles of incorporation provide otherwise, a bank may issue share dividends.
221.0507(3)(a)(a) A bank may not issue shares of one class or series as a share dividend in respect of shares of another class or series unless any of the following is satisfied:
221.0507(3)(a)2.
2. A majority of the votes entitled to be cast by the class or series to be issued approve the issuance.
221.0507(3)(a)3.
3. There are no outstanding shares of the class or series to be issued, as determined under
par. (b).
221.0507(3)(b)
(b) If a security is outstanding that is convertible into or carries a right to subscribe for or acquire shares of the class or series to be issued, the holder of the security is considered a holder of the class or series to be issued for purposes of making the determination under
par. (a) 3.
221.0507(4)
(4) Record date. If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date on which the board of directors authorizes the share dividend.
221.0507 History
History: 1995 a. 336.
221.0508
221.0508
Form and content of certificates. 221.0508(1)
(1)
Contents. At a minimum, a share certificate shall state on its face all of the following:
221.0508(1)(a)
(a) The name of the issuing bank and that the bank is organized under the laws of this state.
221.0508(1)(c)
(c) The number and class of shares and the designation of the series, if any, that the certificate represents.
221.0508(2)
(2) Classes and series requirements. If the issuing bank is authorized to issue different classes of shares or different series within a class, the front or back of each certificate shall contain any of the following:
221.0508(2)(a)
(a) A summary of the designations, relative rights, preferences and limitations applicable to each class, and the variations in rights, preferences and limitations determined for each series and the authority of the board of directors to determine variations for future series.
221.0508(2)(b)
(b) A conspicuous statement that the bank will furnish the shareholder the information described in
par. (a) on request, in writing and without charge.
221.0508(3)(a)(a) Each share certificate shall be signed either manually or in facsimile, by the officer or officers designated in the bylaws or by the board of directors.
221.0508(3)(b)
(b) The validity of a share certificate is not affected if a person who signed the certificate no longer holds office when the certificate is issued.
221.0508 History
History: 1995 a. 336.
221.0509
221.0509
Restriction on transfer of shares and other securities. 221.0509(1)(a)
(a) "Other securities" include securities that are convertible into or carry a right to subscribe for or acquire shares.
