Chapter 221

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.

221.0213(1) (1) Voting requirements. A bank may make, amend or repeal its bylaws by an affirmative vote of 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.

221.0213(2) (2) Content. The bylaws of a bank may contain any provision for managing the business and regulating the affairs of the bank that is not inconsistent with its articles of incorporation or with the laws of this state.

221.0213 History History: 1995 a. 336.

221.0214 221.0214 Amendment of bylaws by board of directors or shareholders.

221.0214(1) (1) Amendment by board of directors. A bank’s board of directors may amend or repeal the bank’s bylaws or adopt new bylaws, except to the extent that any of the following applies:

221.0214(1)(a) (a) The articles of incorporation, s. 221.0503 or any other provision of this chapter reserve that power exclusively to the shareholders.

221.0214(1)(b) (b) The shareholders, in adopting, amending or repealing a particular bylaw, provided in the bylaws that the board of directors may not amend, repeal or readopt that bylaw.

221.0214(2) (2) Amendment by shareholders. A bank’s shareholders may amend or repeal the bank’s bylaws or adopt new bylaws, even though the board of directors may also amend or repeal the bank’s bylaws or adopt new bylaws.

221.0214 History History: 1995 a. 336.

221.0215 221.0215 Authorized stock.

221.0215(1) (1) Increase in capital stock. A bank may authorize an increase in the capital stock of the bank in the category of authorized but unissued stock if approved by the division and if approved by a vote of shareholders owning a majority of the stock of the bank entitled to vote, or by such greater percentage provided in the bank’s articles of incorporation or bylaws.

221.0215(2) (2) Authorized but unissued stock. A bank may issue authorized but unissued stock in all of the following circumstances:

221.0215(2)(a) (a) To employees of the bank pursuant to a stock option or stock purchase plan.

221.0215(2)(b) (b) In exchange for convertible preferred stock and convertible capital debentures, in accordance with the terms of the stock or debentures.

221.0215(2)(c) (c) For such other purposes and considerations as may be approved by both the division and the board of directors of the bank.

221.0215(3) (3) Classes of shares. The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the bank is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class. Before the issuance of shares of a class, the bank shall describe in its articles of incorporation the preferences, limitations and relative rights of that class. All shares of a class shall have preferences, limitations and relative rights identical with those of other shares of the same class, unless the class is divided into series.

221.0215(4) (4) Series of shares. The articles of incorporation may create series of shares within a class of shares. Before the issuance of shares of a series, the bank shall describe in its articles of incorporation the number of shares of each series that the bank is authorized to issue, a distinguishing designation for each series within a class and the preferences, limitations and relative rights of that series. All shares of a series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class.

221.0215(5) (5) Articles of incorporation. The articles of incorporation shall authorize all of the following:

221.0215(5)(a) (a) One or more classes of shares that together have unlimited voting rights.

221.0215(5)(b) (b) One or more classes of shares, which may be the same class or classes as those with voting rights under par. (a), that together are entitled to receive the net assets of the bank upon dissolution.

221.0215(6) (6) Types of preferences and rights. The articles of incorporation may authorize one or more classes of shares that have designations, preferences, limitations and relative rights that may include any of the following:

221.0215(6)(a) (a) Special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by this chapter.

221.0215(6)(b) (b) Subject to s. 221.0323, provisions for the redemption or conversion of the shares under any of the following terms specified by articles of incorporation:

221.0215(6)(b)1. 1. At the option of the bank, the shareholder or another person, or upon the occurrence of a designated event.

221.0215(6)(b)2. 2. For cash, indebtedness, securities or other property.

221.0215(6)(b)3. 3. In a designated amount or in an amount determined in accordance with a designated formula or by reference to extrinsic data or events.

221.0215(6)(c) (c) Provisions entitling the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.

221.0215(6)(d) (d) Preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the bank.

221.0215(7) (7) Powers of board of directors with respect to classes and series. To the extent provided in the articles of incorporation, the board of directors may, subject to the limits of this section, do any of the following:

221.0215(7)(a) (a) Determine with respect to any class of shares the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that class.

221.0215(7)(b) (b) Create one or more series within a class, and, with respect to any series, determine the number of shares of the series, the distinguishing designation and the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that series.

221.0215(8) (8) Articles of amendment. Articles of amendment to a bank’s articles of incorporation authorizing the issuance of shares of a class or series shall contain all of the following and shall be delivered to the division before issuing any shares of the class or series:

221.0215(8)(a) (a) The name of the bank.

221.0215(8)(b) (b) The text of the amendment determining the terms of the class or series of shares.

221.0215(8)(c) (c) The number of shares of the class or series of shares created.

221.0215(8)(d) (d) A statement that none of the shares of the class or series has been issued.

221.0215(8)(e) (e) The date that the amendment was adopted.

221.0215(8)(f) (f) A statement that the amendment was adopted by the board of directors and that shareholder action was not required. An amendment filed under this subsection is not effective unless approved by the division.

221.0215(9) (9) Resolutions modifying preferences, limitations and relative rights. After the articles of amendment are filed under sub. (8) and before the bank issues any shares of the class or series that is the subject of the articles of amendment, the board of directors may alter or revoke any preferences, limitations or relative rights described in the articles of amendment, by adopting another resolution appropriate for that purpose. The bank shall file with the division revised articles of amendment that comply with sub. (8). A preference, limitation or relative right may not be altered or revoked after the issuance of any shares of the class or series that are subject to the preference, limitation or relative right.

221.0215 History History: 1995 a. 336.

221.0216 221.0216 Preferred stock.

221.0216(1) (1) Issuance.

221.0216(1)(a) (a) Except as provided in sub. (2), a bank may issue preferred stock of one or more classes by providing for the issuance in the original articles of incorporation, or by providing for the issuance by an amendment to these articles of incorporation that is approved by the division and by shareholders owning a majority of the stock of the bank entitled to vote, or such greater percentage as may be required in the bank’s articles of incorporation or bylaws. An issue of preferred stock is not valid until the par value of all preferred stock is paid in.

221.0216(1)(b) (b) Preferred stock issued under par. (a) may be issued in such amount and with such par value as may be approved by the division and may provide for any of the following, subject to the approval of the division:

221.0216(1)(b)1. 1. Payment of dividends at a specified rate on the preferred stock before dividends are paid on the capital stock.

221.0216(1)(b)2. 2. The cumulation of dividends under subd. 1.

221.0216(1)(b)3. 3. A preference over the capital stock in the distribution of the assets of the bank.

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.