Chapter 221

221.0203(1)(f) (f) Fixing an amount at which the stock shall be sold.

221.0203(1)(g) (g) Collecting subscriptions to the stock.

221.0203(1)(h) (h) Selecting a depository for funds as may be collected.

221.0203(1)(i) (i) Appointing any agent or agents.

221.0203(1)(j) (j) Compiling a set of bylaws for submission to the shareholders.

221.0203(2) (2) Voting requirements. Following the incorporation of a bank, an action permitted by this chapter to be taken by its incorporators may be taken by the majority of its incorporators or the survivors of the incorporators.

221.0203 History History: 1995 a. 336.

221.0204 221.0204 Temporary organization. The chairperson of the incorporators shall preside at all meetings and shall exercise other duties that are ordinarily performed by a chairperson. The secretary shall manage the correspondence of the incorporators, record fully all proceedings of the meetings of the incorporators, file and preserve all documents and papers of the organization, and file any necessary papers with the division. The treasurer shall receive all moneys paid in on subscriptions to stock or for other purposes, keep a true account thereof, deposit these funds in the designated depository, and pay such valid orders as may be drawn on the treasurer. The incorporators shall require a bond in a suitable amount from the treasurer and from other officers and agents who may handle the funds of the proposed bank. The incorporators shall audit claims against the proposed bank and record of action on these claims in the minutes. If a claim is ordered paid, an order shall be drawn upon the treasurer and signed by the chairperson and secretary. Until the completion of the organization of the proposed bank, the incorporators may exercise the powers conferred upon incorporators of corporations under ch. 180, to the extent that these powers are not in conflict with this chapter.

221.0204 History History: 1995 a. 336.

221.0205 221.0205 Capital stock. Immediately following a bank’s organization under this chapter, the division shall determine the required capital of the bank, subject to review by the banking institutions review board. In addition to the required capital stock, a contingent fund and paid-in surplus each in an amount equal to at least 25 percent of the aggregate amount of the capital stock, shall be subscribed at the time the subscription list of shareholders is prepared by the incorporators.

221.0205 History History: 1995 a. 336; 1997 a. 146; 2019 a. 65.

221.02055 221.02055 Reserves.

221.02055(1) (1) Definitions. In this section:

221.02055(1)(a) (a) “Municipal obligation” has the meaning given in s. 67.01 (6).

221.02055(1)(b) (b) “Short-term” means maturing within 18 months or less.

221.02055(2) (2) Reserve requirements. A bank shall maintain sufficient reserves to meet anticipated withdrawals, commitments and loan demand. A bank shall maintain at least the level of reserves required for it by the federal reserve system. The division may prescribe additional reserve requirements for an individual bank based on examination findings or other reports available to the division.

221.02055(3) (3) Permitted reserves. A bank’s reserves consist of all of the following:

221.02055(3)(a) (a) Cash.

221.02055(3)(b) (b) Cash items in the process of collection.

221.02055(3)(c) (c) Short-term obligations of or demand balances with other insured financial institutions in the United States.

221.02055(3)(d) (d) Short-term obligations of or guaranteed by the federal government.

221.02055(3)(e) (e) Short-term obligations of this state.

221.02055(3)(f) (f) Short-term municipal obligations.

221.02055(3)(g) (g) Short-term obligations approved by rule of the division.

221.02055(3)(h) (h) Balances with federal reserve banks.

221.02055(4) (4) Effect of insufficient reserves. If the reserves of a bank fall below the reserves required under sub. (2), the bank may not increase its loans or discounts, except by discounting or purchasing bills of exchange payable at sight or on demand. The division shall notify a bank whose reserves are below the reserves required under sub. (2) that the bank shall make good its reserves. If the bank fails for 30 days thereafter to make good such reserves, the division may assess the bank $100 for each 2-week period during which the bank has not made good its reserves and may notify the attorney general and the department of justice shall institute proceedings for the appointment of a receiver and to wind up the business of the bank. The assessment shall be paid to the division and, if any such bank fails or refuses to pay the assessment, the division may maintain an action for the recovery of the assessment.

221.02055 History History: 1995 a. 336.

221.0206 221.0206 Articles of incorporation.

221.0206(1) (1) Time for filing. The incorporators shall file articles of incorporation with the division within a reasonable time, as determined by the division, from the date on which the division approved the certificate of authority. If the incorporators do not file the articles of incorporation within this period, all rights of the incorporators cease and the certificate of authority to organize is void.

221.0206(2) (2) Form and contents.

221.0206(2)(a) (a) The articles of incorporation shall be executed in duplicate, and shall be signed by the majority of the incorporators. All signers must be residents of this state and must be subscribers to stock of the bank or of a bank holding company of the bank.

221.0206(2)(b) (b) The articles of incorporation shall contain all of the following:

221.0206(2)(b)1. 1. A declaration that the incorporators associate for the purpose of forming a banking corporation under this chapter and stating whether the bank is a state bank or a trust company bank.

221.0206(2)(b)2. 2. The name of the bank.

221.0206(2)(b)3. 3. The county and the village, town or city where the bank is to be located.

221.0206(2)(b)4. 4. The amount of the bank’s capital stock.

221.0206(2)(b)5. 5. Before issuing more than one class of shares, all of the following:

221.0206(2)(b)5.a. a. The distinguishing designation of each class.

221.0206(2)(b)5.b. b. The number of shares of each class that the bank is authorized to issue.

221.0206(2)(b)5.c. c. The preferences, limitations and relative rights of that class.

221.0206(2)(b)6. 6. Before the issuance of one or more series of shares within a class of shares, all of the following:

221.0206(2)(b)6.a. a. The distinguishing designation of each series within a class.

221.0206(2)(b)6.b. b. The number of shares of each series that the bank is authorized to issue.

221.0206(2)(b)6.c. c. The preferences, limitations and relative rights of that series.

221.0206(2)(b)7. 7. Any other lawful provisions defining and regulating the powers or business of the bank, its officers or directors; the transfer of its stock; and the disposition of new stock that may be created by amending the articles of incorporation to increase the bank’s capital.

221.0206(3) (3) Approval or disapproval. The division shall, in the division’s discretion, approve or disapprove the articles of incorporation. If approved, the division shall endorse on each of the 2 duplicate originals the word “Approved”. If disapproved, the division shall endorse on each of the 2 duplicate originals the word “Disapproved”. The division shall file one of the originals and shall send the remaining original to the incorporators, together with a certificate showing the date of filing, the approval or disapproval and the date of the approval or disapproval. If the articles of incorporation are approved, the copy sent to the incorporators shall be filed with the records of the bank.

221.0206(4) (4) Fees. The incorporators shall pay a fee to the division when the articles of incorporation are filed. The fee shall be in an amount determined by the division.

221.0206 History History: 1995 a. 336.

221.0207 221.0207 Filed documents.

221.0207(1) (1) Proposed bylaws and shareholder list. Within 90 days after the filing of the articles of incorporation under s. 221.0206, unless extended by the division, the incorporators shall file with the division, in duplicate, the proposed bylaws and a complete list of the shareholders of the proposed bank. The list of shareholders shall show the number of shares held by each shareholder and the post-office address of each shareholder. On approval by the division, the bylaws shall be submitted for consideration by the shareholders.

221.0207(2) (2) Sworn declaration. Within the period for filing under sub. (1), the incorporators shall also file a declaration subscribed and sworn to by each of the incorporators, stating that, to the best of their knowledge and belief, all of the following are true:

221.0207(2)(a) (a) All shareholders have subscribed for the stock accredited to them in the list of shareholders, in good faith and not as the representative or agent of any corporation or other person.

221.0207(2)(b) (b) One hundred percent of each stock subscription has been paid in lawful money.

221.0207(2)(c) (c) No incorporator has entered into any agreement or promise that the bank, when open, shall loan to any shareholder funds for the purpose of paying any indebtedness that may have been incurred by a shareholder to obtain funds to purchase shares of the bank.

221.0207(2)(d) (d) All money received in payment of stock subscriptions, except such amount as may have been paid out by order of the incorporators, is on deposit to the credit of the incorporators in the designated depository.

221.0207 History History: 1995 a. 336.

221.0208 221.0208 Charter.

221.0208(1) (1) Notice required.

221.0208(1)(a) (a) A bank organizing under this chapter shall give notice in writing to the division that it is prepared to commence business after it has done all of the following:

221.0208(1)(a)1. 1. Adopted bylaws, approved by the division.

221.0208(1)(a)2. 2. Obtained suitable banking quarters, and the necessary books, forms, stationery, furniture and equipment for the proper and orderly transaction of the business of banking.

221.0208(1)(a)3. 3. Complied with any other requirements imposed by law or rules of the division necessary to commence business.

221.0208(1)(b) (b) The notice under par. (a) shall be given to the division within a reasonable time after the date of filing the articles of incorporation, as determined by the division.

221.0208(2) (2) Examination and issuance of charter. After receiving a notice under sub. (1) (a), the division shall make an examination of the organizing bank. If this examination satisfies the division that the stock subscriptions have been fully paid in lawful money and that the bank is lawfully entitled to commence business, the division shall issue to the bank a certificate of authority for the bank to commence business. The certificate of authority to commence business is the charter of the bank. The division shall give each charter a charter number.

221.0208(3) (3) Denial of charter. The division may, with the advice and consent of the attorney general, deny the issuance of a charter if the division has reason to believe that any of the following is true:

221.0208(3)(a) (a) The shareholders have formed the bank for any purpose other than the legitimate business contemplated by this chapter.

221.0208(3)(b) (b) A fact stated in the declaration under s. 221.0207 (2) is untrue, or that other reasons exist that would make the opening of the bank injurious to the public interest.

221.0208 History History: 1995 a. 336.

221.0209 221.0209 Prohibition on transacting business. A bank may not transact any business, except such as is incidental or necessarily preliminary to its organization until it has been issued a charter under s. 221.0208.

221.0209 History History: 1995 a. 336.

221.0210 221.0210 Publication of charter. The bank shall cause the charter issued under s. 221.0208, to be published as a class 1 notice, under ch. 985, in the city, village or town where the bank is located. This notice shall be published within 15 days after the division issues the charter. The bank shall file proof of publication with the division. If a bank fails to comply with this section, the division shall cause the notice to be published at the bank’s expense and the bank shall forfeit $100 to the division.

221.0210 History History: 1995 a. 336.

221.0211 221.0211 Amendment of articles of incorporation.

221.0211(1) (1) Voting, filing and approval requirements. A bank may amend its articles of incorporation in any manner not inconsistent with law. The amendment may be made at any time, by a vote of its shareholders owning a majority of the stock of the bank who are entitled to vote, unless the articles of incorporation or bylaws require a greater number of affirmative votes of the capital stock. The vote shall be taken at a meeting called for that purpose. The bank shall submit the amendment to the division. The amendment is not effective unless approved by the division.

221.0211(2) (2) Filing. The amendment, certified by an officer of the bank, shall be filed with the division, as required for the articles of incorporation.

221.0211(3) (3) Increase of capital. An increase of the capital of the bank, by amending the bank’s articles of incorporation, is not valid until the amount of the increase has been subscribed and actually paid in. The entire surplus fund of a bank, or as much as may be required, may be declared and paid out as a stock dividend to apply on, and be converted into, an increase of capital.

221.0211(4) (4) Reduction of capital. An amendment of the articles of incorporation may not reduce the capital of the bank to an amount less than that required under this chapter. A bank may not cancel stock certificates pursuant to an amendment to the bank’s articles of incorporation reducing the bank’s capital, until the amendment has been approved by the division. Any reduction in capital must be a proportional reduction of all outstanding shares, unless the division determines that a reduction in a different manner is in the best interests of the depositors.

221.0211 History History: 1995 a. 336.

221.0212 221.0212 Restated articles of incorporation.

221.0212(1) (1) When permitted. A bank’s board of directors may restate the articles of incorporation at any time. Except as provided in sub. (3), shareholder approval is not required.

221.0212(2) (2) Form of restated articles. The restated articles of incorporation shall consist of the articles of incorporation, as amended to date, and shall contain a statement that the restated articles of incorporation supersede and take the place of the original articles of incorporation, any restated articles of incorporation previously adopted, and all amendments to the original and any restated articles of incorporation.

221.0212(3) (3) Restatements including amendments. In addition to the contents described in sub. (2), the restatement may include one or more amendments to the articles of incorporation. If the restatement includes an amendment, the restatement shall be adopted in the manner provided under s. 221.0211.

221.0212(4) (4) Required filing and certificate. A bank restating its articles of incorporation shall file articles of restatement, certified by an officer of the bank, with the division. The articles of restatement shall include the name of the bank and the text of the restated articles of incorporation. The articles of restatement shall be filed with a certificate that includes all of the following information:

221.0212(4)(a) (a) A statement indicating whether the restatement contains an amendment to the articles of incorporation requiring shareholder approval.

221.0212(4)(b) (b) If the restatement does not contain an amendment to the articles of incorporation requiring shareholder approval, a statement that the board of directors of the bank adopted the restatement.

221.0212(4)(c) (c) If the restatement contains an amendment to the articles of incorporation requiring shareholder approval, the information required by s. 221.0211.

221.0212(5) (5) Effect of restatement. The restated articles of incorporation supersede the original articles of incorporation, any restated articles of incorporation previously adopted, and all amendments to the original and any restated articles of incorporation.

221.0212 History History: 1995 a. 336.

221.0213 221.0213 Bylaws.