Chapter 221

221.06105(3) (3) Effect of action. A written consent signed under this section has the effect of a unanimous vote taken at a meeting at which all directors were present, and may be described as such in any document.

221.06105 History History: 1997 a. 146.

221.0611 221.0611 Response to examination.

221.0611(1) (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:

221.0611(1)(a) (a) Study the report of examination.

221.0611(1)(b) (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.

221.0611(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).

221.0611(3) (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:

221.0611(3)(a) (a) That the board has received the report of examination under sub. (1).

221.0611(3)(b) (b) That the member of the board has obtained and reviewed a copy of the report prepared under sub. (1) (b).

221.0611(4) (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.

221.0611(5) (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).

221.0611 History History: 1995 a. 336.

221.0612 221.0612 Notice of meeting.

221.0612(1) (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.

221.0612(2) (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.

221.0612 History History: 1995 a. 336.

221.0613 221.0613 Waiver of notice.

221.0613(1) (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.

221.0613(2) (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.

221.0613 History History: 1995 a. 336.

221.0614 221.0614 Quorum and voting.

221.0614(1) (1) Quorum requirements generally.

221.0614(1)(a) (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.

221.0614(1)(b) (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.

221.0614(1)(c) (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.

221.0614(2) (2) Minimum quorum requirements.

221.0614(2)(a) (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.

221.0614(2)(b) (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.

221.0614(3) (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.

221.0614(4) (4) When assent given.

221.0614(4)(a) (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:

221.0614(4)(a)1. 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.

221.0614(4)(a)2. 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.

221.0614(4)(a)3. 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.

221.0614(4)(a)4. 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.

221.0614(4)(b) (b) A director who votes in favor of action taken may not dissent or abstain from that action.

221.0614 History History: 1995 a. 336.

221.0615 221.0615 Committees.

221.0615(1) (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.

221.0615(2) (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:

221.0615(2)(a) (a) A majority of all the directors in office when the action is taken.

221.0615(2)(b) (b) The number of directors required by the articles of incorporation or bylaws to take action under s. 221.0614.

221.0615(3) (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.

221.0615(4) (4) Applicability of certain provisions. Sections 221.0610 to 221.0613 apply to committees of a board of directors and to committee members.

221.0615(5) (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:

221.0615(5)(a) (a) Authorize distributions.

221.0615(5)(b) (b) Approve or propose to shareholders action that this chapter requires be approved by shareholders.

221.0615(5)(c) (c) Fill vacancies on the board of directors or, except as provided in sub. (3), on any of its committees.

221.0615(5)(d) (d) Amend articles of incorporation under s. 221.0211.

221.0615(5)(e) (e) Adopt, amend or repeal bylaws.

221.0615(5)(f) (f) Approve a plan of merger not requiring shareholder approval.

221.0615(5)(g) (g) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors.

221.0615(5)(h) (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.

221.0615(6) (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.

221.0615(7) (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.

221.0615 History History: 1995 a. 336.

221.0616 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:

221.0616(1) (1) Officers and employees. An officer or employee of the bank whom the director or officer believes in good faith to be reliable and competent in the matters presented.

221.0616(2) (2) Experts. Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters that the director or officer believes in good faith are within the person’s professional or expert competence.

221.0616(3) (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.

221.0616 History History: 1995 a. 336; 2001 a. 16.

221.0617 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:

221.0617(1) (1) The effects of the action on employees, suppliers and customers of the bank.

221.0617(2) (2) The effects of the action on communities in which the bank operates.

221.0617(3) (3) Other factors that the director or officer considers pertinent.

221.0617 History History: 1995 a. 336.

221.0618 221.0618 Limited liability of directors.

221.0618(1) (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:

221.0618(1)(a) (a) A willful 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.

221.0618(1)(b) (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.

221.0618(1)(c) (c) A transaction from which the director derived an improper personal profit.

221.0618(1)(d) (d) Willful misconduct.

221.0618(2) (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.

221.0618 History History: 1995 a. 336.

221.0619 221.0619 Director conflict of interest.

221.0619(1) (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.

221.0619(2) (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:

221.0619(2)(a) (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).

221.0619(2)(b) (b) The material facts of the transaction and the director’s interest were disclosed or known to the shareholders entitled to vote and they authorized, approved or specifically ratified the transaction under sub. (5).

221.0619(2)(c) (c) The transaction was fair to the bank.

221.0619(3) (3) Indirect interests. For purposes of this section, the circumstances in which a director of the bank has an indirect interest in a transaction include but are not limited to a transaction under any of the following circumstances:

221.0619(3)(a) (a) Another entity in which the director has a material financial interest or in which the director is a general partner is a party to the transaction.

221.0619(3)(b) (b) Another entity of which the director is a director, officer or trustee is a party to the transaction and the transaction is or, because of its significance to the bank, should be considered by the board of directors of the bank.

221.0619(4) (4) Authorization, approval or ratification by board. For purposes of sub. (2) (a), a conflict of interest transaction is authorized, approved or specifically ratified if it receives the affirmative vote of a majority of the directors on the board of directors or on the committee acting on the transaction, who have no direct or indirect interest in the transaction. If a majority of the directors who have no direct or indirect interest in the transaction vote to authorize, approve or ratify the transaction, a quorum is present for the purpose of taking action under this section. The presence of, or a vote cast by, a director with a direct or indirect interest in the transaction does not affect the validity of any action taken under sub. (2) (a) if the transaction is otherwise authorized, approved or ratified as provided in this section.

221.0619(5) (5) Authorization, approval or ratification by shareholders. For purposes of sub. (2) (b), a conflict of interest transaction is authorized, approved or specifically ratified if it receives the vote of a majority of the shares entitled to be counted under this subsection. Shares owned by or voted under the control of a director who has a direct or indirect interest in the transaction, and shares owned by or voted under the control of an entity described in sub. (3) (a), may not be counted in a vote of shareholders to determine whether to authorize, approve or ratify a conflict of interest transaction under sub. (2) (b). The vote of those shares shall be counted in determining whether the transaction is approved under other sections of this chapter. A majority of the shares, whether or not present, that are entitled to be counted in a vote on the transaction under this subsection constitutes a quorum for the purpose of taking action under this section.

221.0619 History History: 1995 a. 336.

221.0620 221.0620 Officers.

221.0620(1) (1) Creation and appointment. A bank shall have the officers described in its bylaws or appointed by its board of directors by resolution not inconsistent with its bylaws.