Chapter 221

subch. VI of ch. 221 SUBCHAPTER VI

DIRECTORS, OFFICERS AND EMPLOYEES

221.0601 221.0601 Requirement for and duties of board of directors.

221.0601(1) (1) Requirement. A bank shall have a board of directors.

221.0601(2) (2) Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the bank managed under the direction of, its board of directors, subject to any limitation set forth in the articles of incorporation.

221.0601(3) (3) Required oath. Every director shall take and subscribe an oath to perform diligently and honestly the director’s duty and to not knowingly violate or permit a violation of chs. 220 to 224.

221.0601 History History: 1995 a. 336.

221.0602 221.0602 Qualifications of directors. The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this state or a shareholder of the bank unless the articles of incorporation or bylaws so prescribe. A person who has been convicted of a crime against federal or state banking law may not be elected director.

221.0602 History History: 1995 a. 336.

221.0603 221.0603 Number and election of directors.

221.0603(1) (1) Required number. A board of directors shall consist of 5 or more natural persons, with the number specified in or fixed in accordance with the articles of incorporation or bylaws.

221.0603(2) (2) Change in number. The number of directors may be increased or, subject to s. 221.0605 (2), decreased from time to time by amendment to, or in the manner provided in, the articles of incorporation or the bylaws.

221.0603(3) (3) Election. Directors shall be elected at the meeting held before the bank is authorized to commence business by the division, and at each annual meeting thereafter unless their terms are staggered under s. 221.0606.

221.0603 History History: 1995 a. 336.

221.0604 221.0604 Election of directors by certain classes of shareholders. If the articles of incorporation authorize dividing the shares into classes, the articles of incorporation may also authorize the election of all or a specified number of directors by the holders of one or more authorized classes of shares. A class or classes of shares entitled to elect one or more directors shall be a separate voting group for purposes of the election of directors.

221.0604 History History: 1995 a. 336.

221.0605 221.0605 Terms of directors generally.

221.0605(1) (1) Expiration of term. The terms of the directors of a bank, including the initial directors, expire at the next annual shareholders’ meeting unless their terms are staggered under s. 221.0606.

221.0605(2) (2) Effect of decrease in number. A decrease in the number of directors may not shorten an incumbent director’s term.

221.0605(3) (3) Effect of expiration of term. Despite the expiration of a director’s term, the director shall continue to serve, subject to ss. 221.0607 and 221.0608, until his or her successor is elected and, if necessary, qualifies or until there is a decrease in the number of directors.

221.0605 History History: 1995 a. 336.

221.0606 221.0606 Staggered terms of directors. The articles of incorporation, or the bylaws if the articles of incorporation so provide, may provide for staggering the terms of the directors by dividing the total number of directors into 2 or 3 groups. In that event, the terms of directors in the first group expire at the first annual shareholders’ meeting after their election, the terms of the 2nd group expire at the 2nd annual shareholders’ meeting after their election, and the terms of the 3rd group, if any, expire at the 3rd annual shareholders’ meeting after their election. At each annual shareholders’ meeting held thereafter, the number of directors equal to the number of the group whose term expires at the time of the meeting shall be chosen for a term of 2 years, if there are 2 groups, or a term of 3 years, if there are 3 groups.

221.0606 History History: 1995 a. 336.

221.0607 221.0607 Resignation of directors.

221.0607(1) (1) Written notice. A director may resign at any time by delivering written notice that complies with s. 221.0103 to the board of directors, to the chairperson of the board of directors or to the bank.

221.0607(2) (2) Effective date. A resignation is effective when the notice is delivered unless the notice specifies a later effective date.

221.0607 History History: 1995 a. 336.

221.0608 221.0608 Removal of directors by shareholders.

221.0608(1) (1) When removal permitted. The shareholders may remove one or more directors with or without cause, unless the articles of incorporation or bylaws provide that directors may be removed only for cause.

221.0608(2) (2) Cumulative voting. If cumulative voting is authorized under s. 221.0522, the shareholders may not remove a director if the number of votes sufficient to elect the director under cumulative voting is voted against his or her removal. If cumulative voting is not authorized under s. 221.0522, the shareholders may remove a director only if the number of votes cast to remove the director exceeds the number of votes cast not to remove him or her.

221.0608(3) (3) Meeting and notice requirements. A director may be removed by the shareholders only at a meeting called for the purpose of removing the director, and the meeting notice shall state that the purpose, or one of the purposes, of the meeting is removal of the director.

221.0608 History History: 1995 a. 336.

221.0609 221.0609 Vacancy on board.

221.0609(1) (1) How filled. Unless the articles of incorporation provide otherwise, and except as provided in sub. (2), if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in the number of directors, the vacancy may be filled by any of the following:

221.0609(1)(a) (a) A vote of the shareholders.

221.0609(1)(b) (b) A vote of the board of directors, except that if the directors remaining in office constitute fewer than a quorum of the board, the directors may fill a vacancy by the affirmative vote of a majority of all directors remaining in office.

221.0609(2) (2) Voting groups. If the vacant office was held by a director elected by a voting group of shareholders, only the holders of shares of that voting group may vote to fill the vacancy if it is filled by the shareholders, and only the remaining directors elected by that voting group may vote to fill the vacancy if it is filled by the directors.

221.0609(3) (3) Vacancies at a later date. A vacancy that will occur at a specific later date, because of a resignation effective at a later date under s. 221.0607 (2) or otherwise, may be filled before the vacancy occurs, but the new director may not take office until the vacancy occurs.

221.0609 History History: 1995 a. 336; 1997 a. 146.

221.0610 221.0610 Meetings.

221.0610(1) (1) Frequency of meetings. The board of directors shall meet at least once each calendar quarter.

221.0610(2) (2) Duties to be performed at meetings. At each meeting the board of directors shall generally investigate the affairs of the bank and determine whether the assets are of the value at which they are carried on the books of the bank.

221.0610(3) (3) Attendance. If the division determines that a director is lax in attending board meetings, the division may remove the director. The vacancy shall be filled within a reasonable time as the division may direct.

221.0610(4) (4) Communication at meetings.

221.0610(4)(a) (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including a loan committee or examining committee meeting, of the board of directors by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:

221.0610(4)(a)1. 1. All participating directors may simultaneously hear each other during the meeting.

221.0610(4)(a)2. 2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

221.0610(4)(b) (b) If a meeting will be conducted through the use of any means described in par. (a), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (a) is considered to be present in person at the meeting. If requested by a director, a copy of the minutes of the meeting prepared under sub. (5) shall be distributed to each director.

221.0610(5) (5) Records of meetings.

221.0610(5)(a) (a) The board of directors shall elect a secretary, who shall keep a correct record of the minutes of the meeting in a book kept for that purpose. The minutes shall particularly disclose the date and location of the meeting, and the names of the directors absent. The minutes shall be subscribed to by the presiding officer. The minutes shall be approved at the next succeeding meeting, by the board of directors, and the minutes of the next succeeding meeting shall show this. The minute book shall be available at the bank when needed.

221.0610(5)(b) (b) The bank examiner shall examine the minute book at the time that he or she examines the bank and shall include in his or her report of examination of the bank, a statement of the dates on which the meetings were held since the last examination of the bank by the bank examiner and the names of the directors in attendance at each of these meetings.

221.0610(5)(c) (c) A person who makes a false entry in the minute book or changes or alters an entry made in the minute book may be fined not less than $100 nor more than $500, or imprisoned for not less than 30 days nor more than 6 months, or both.

221.0610 History History: 1995 a. 336.

221.06105 221.06105 Board action without a meeting.

221.06105(1) (1) When permitted. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted under this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by all members of the board. The action shall be evidenced by one or more written consents describing the action taken, signed by each director and retained by the bank.

221.06105(2) (2) Effective date. Action taken under this section is effective when the last director signs the consent, unless the consent specifies a different effective date.

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.