221.0216(1)(b)4. 4. Conversion of the preferred stock into capital stock.

221.0216(1)(b)5. 5. Redemption of the preferred stock.

221.0216(1)(b)6. 6. Denying or restricting the voting power of the preferred stock.

221.0216(2) (2) Newly organized banks. The requirement for a vote of shareholders under sub. (1) (a) does not apply to a newly organized bank that has not yet issued capital stock.

221.0216(3) (3) Changes relating to preferred stock. No change in relation to preferred stock may be made except by an amendment to the articles of incorporation that is approved by all of the following:

221.0216(3)(a) (a) A vote of the shareholders owning a majority of the preferred stock of the bank who are entitled to vote or such greater percentage required under the articles of incorporation or bylaws.

221.0216(3)(b) (b) A vote of the shareholders owning a majority of the capital stock of the bank entitled to vote or such greater percentage required under the articles of incorporation or bylaws.

221.0216(3)(c) (c) The division.

221.0216(4) (4) Liability of holders of preferred stock. Preferred stock of a bank is not subject to an assessment to restore an impairment in the capital of the bank. A holder of preferred stock of a bank is not individually responsible, in the shareholder’s capacity as a shareholder, for any debt, contract or acknowledgment of a bank.

221.0216(5) (5) Dividend rights. A dividend may not be declared or paid on capital stock until the cumulative dividends on the preferred stock have been paid in full. If the bank is placed in liquidation, a payment may not be made to the holders of the capital stock if the holders of the preferred stock have not been paid in full the par value of the stock plus all cumulative dividends.

221.0216 History History: 1995 a. 336; 1997 a. 35, 146.

221.0217 221.0217 Reorganization of a state bank as a national bank. A bank organized under this chapter may reorganize under the laws of the United States as a national bank. When the bank has obtained a certificate from the U.S. comptroller of the currency authorizing it to commence business under the federal banking law, the bank is reorganized as a national bank. The reorganized bank takes and holds all of the assets, real and personal, of the bank organized under this chapter, subject to all liabilities existing against the bank at the time of the reorganization. The reorganized bank shall immediately notify the division of the reorganization.

221.0217 History History: 1995 a. 336.

221.0218 221.0218 Reorganization of a national bank as a state bank. A national bank that is authorized to dissolve and that has taken the necessary steps to effect a dissolution, may reorganize as a state bank under this chapter, with the approval of the division and upon the consent in writing of the shareholders owning a majority of the stock of the bank entitled to vote or such greater percentage required in the articles of incorporation or bylaws. The shareholders shall make, execute and acknowledge articles of incorporation as required by this chapter. A national bank seeking to reorganize under this section shall pay to the division a fee determined by the division, plus the actual costs incurred by the division in investigating the proposed reorganization. Upon the filing of articles of incorporation under this chapter and upon the approval of the division, the bank is reorganized under this chapter, and the assets, real and personal, of the dissolved national bank become the property of the reorganized bank, subject to all liabilities of the national bank not liquidated before the reorganization.

221.0218 History History: 1995 a. 336.

221.0219 221.0219 Conversion of a credit union to a state bank. A credit union under ch. 186 may become a state bank under this chapter by doing all of the following:

221.0219(1) (1) Applying to the division of banking for authority to organize as a bank under this chapter and satisfying all requirements under this chapter for organizing as a bank.

221.0219(2) (2) Satisfying all requirements under s. 186.314 (2m) for conversion to a state bank.

221.0219(3) (3) Recording the bank’s articles of incorporation in the county in which its home office is located.

221.0219 History History: 2011 a. 32.

subch. III of ch. 221 SUBCHAPTER III

PURPOSES AND POWERS

221.0301 221.0301 General powers. Upon approval of the articles of incorporation by the division, the bank is a body corporate and, except as provided in sub. (6), has perpetual duration. In addition to all other powers granted under this chapter, a bank has all of the following powers:

221.0301(1) (1) Power to contract. To make contracts necessary and proper to effect its purpose and conduct its business.

221.0301(2) (2) Power to sue. To sue and be sued, and to appear and defend in all actions and proceedings under its corporate name to the same extent as a natural person.

221.0301(3) (3) Corporate seal. To adopt and use a corporate seal and alter the same at pleasure.

221.0301(4) (4) Officers and agents. To elect or appoint officers, agents and employees, define their duties and obligations, require bonds of them, fix their compensation, dismiss them and fill vacancies.

221.0301(5) (5) Business of banking. To exercise by its board of directors, or duly authorized officers or agents, all incidental powers necessary to carry on the business of banking. A bank may exercise the powers granted by this subsection to carry on the business of banking at a branch bank. Powers granted under this subsection include all of the following:

221.0301(5)(a) (a) Buying, discounting and negotiating promissory notes, bonds, drafts, bills of exchange, foreign and domestic, and other evidences of debt.