Chapter 221

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)(a) (a) Merged with the other bank.

221.0403(3)(b) (b) Been formed by reorganization of the other bank.

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.

221.0404 221.0404 Deceptive or misleading use of bank name, logo, or symbol.

221.0404(1) (1) Use of bank name, logo, or symbol for marketing purposes. Except as provided in sub. (3), no person may use the name, logo, or symbol, or any combination thereof, of a bank, or any name, logo, or symbol, or any combination thereof, that is deceptively similar to the name, logo, or symbol of a bank, in any marketing material provided to or solicitation of another person in a manner such that a reasonable person may believe that the marketing material or solicitation originated from or is endorsed by the bank or that the bank is responsible for the marketing material or solicitation.

221.0404(2) (2) Enforcement and penalties. The division shall direct any person the division finds to have violated sub. (1) to cease and desist from violating sub. (1). If a person violates sub. (1) after receiving such direction, the division may impose a forfeiture of up to $1,000 for each violation. Each instance in which marketing material is provided to another person or solicitation of another person takes place in violation of sub. (1) constitutes a separate violation. This subsection does not affect the availability of any remedies otherwise available to a bank.

221.0404(3) (3) Exceptions. Subsection (1) does not apply to a person who uses the name, logo, or symbol of a bank in any of the following circumstances:

221.0404(3)(a) (a) With the consent of the bank.

221.0404(3)(b) (b) If the person is the bank, an affiliate of the bank, or an agent of the bank.

221.0404 History History: 2003 a. 262.

subch. V of ch. 221 SUBCHAPTER V

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)(a) (a) Three or fewer co-owners.

221.0504(1)(b) (b) An entity.

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 221.0506 Fractional shares.

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 221.0507 Share dividends.

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) (3) Limitations.

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)1. 1. The articles of incorporation authorize the issuance.

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)(b) (b) The name of the person to whom issued.

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) (3) Signature.

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) (1) Definitions. In this section:

221.0509(1)(a) (a) “Other securities” include securities that are convertible into or carry a right to subscribe for or acquire shares.

221.0509(1)(b) (b) “Transfer restriction” means a restriction on the transfer or registration of transfer of shares and other securities of a bank.

221.0509(2) (2) Permitted purposes of restrictions.

221.0509(2)(a) (a) Except as provided in par. (b), the articles of incorporation, the bylaws, an agreement among shareholders and holders of other securities, or an agreement between shareholders and holders of other securities and the bank, may impose a transfer restriction on shares and other securities of the bank for any reasonable purpose, including any of the following:

221.0509(2)(a)1. 1. Maintaining the bank’s status under state or federal law when it is dependent on the number or identity of its shareholders.

221.0509(2)(a)2. 2. Preserving exemptions under federal or state securities law.

221.0509(2)(b) (b) A transfer restriction may not affect shares and other securities issued before the restriction is adopted, unless the holders of the shares and other securities are parties to the transfer restriction agreement or vote in favor of the transfer restriction.

221.0509(3) (3) Enforceability. A transfer restriction is valid and enforceable against the holder or a transferee of the holder if the transfer restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate. Unless so noted, a transfer restriction is not enforceable against a person who does not know of the transfer restriction.

221.0509(4) (4) Types of permitted transfer restrictions. The transfer restrictions permitted under this section include transfer restrictions that do any of the following:

221.0509(4)(a) (a) Obligate the shareholder or holder of other securities first to offer the bank or other persons, whether separately, consecutively or simultaneously, an opportunity to acquire the restricted shares or other securities.

221.0509(4)(b) (b) Subject to the limitations of s. 221.0323, if applicable, obligate the bank or other persons, whether separately, consecutively or simultaneously, to acquire the restricted shares or other securities.

221.0509(4)(c) (c) Require the bank, the holders of a class of its shares or other securities or another person to approve the transfer of the restricted shares or other securities, if the requirement is not manifestly unreasonable.

221.0509(4)(d) (d) Prohibit the transfer of the restricted shares or other securities to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.

221.0509 History History: 1995 a. 336.

221.0510 221.0510 Preemptive rights.

221.0510(1) (1) Definition. In this section, “other securities” has the meaning given in s. 221.0509 (1) (a).

221.0510(2) (2) When preemptive rights exist. The shareholders or holders of other securities of a bank do not have a preemptive right to acquire the bank’s unissued shares or other securities except to the extent provided in the articles of incorporation. If the articles of incorporation state that “the bank elects to have preemptive rights”, or words of similar meaning, subs. (3) to (6) govern the preemptive rights, except to the extent that the articles of incorporation expressly provide otherwise.

221.0510(3) (3) Conditions for exercise of preemptive rights. Except as provided in sub. (5), the shareholders or holders of other securities of the bank have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the bank’s unissued shares or other securities upon the decision of the board of directors to issue the shares or other securities, subject to the following conditions:

221.0510(3)(a) (a) Holders of shares or other securities with general voting rights have preemptive rights with respect to shares and other securities of any class with general voting rights.