DFI-SB 22.08(1)(b)(b) Authorize:
DFI-SB 22.08(1)(b)1.1. One or more classes of shares that together have unlimited voting rights.
DFI-SB 22.08(1)(b)2.2. One or more classes of shares, which may be the same class or classes as those with voting rights under subd. 1., that together are entitled to receive the net assets of the savings bank upon dissolution.
DFI-SB 22.08(1m)(1m)Authorized sharer; Optional features. The articles of incorporation of a stock savings bank subsidiary of a mutual holding company may:
DFI-SB 22.08(1m)(a)(a) Create one or more series within a class of shares. Before the issuance of shares of a series, the savings bank’s articles of incorporation shall describe the number of shares of each series that the savings 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 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.
DFI-SB 22.08(1m)(b)(b) Authorize one or more classes of shares that have designations, preferences, limitations and relative rights that may include:
DFI-SB 22.08(1m)(b)1.1. Special, conditional or limited voting rights, or no right to vote, unless prohibited by this chapter.
DFI-SB 22.08(1m)(b)2.2. Provisions for the redemption or conversion of the shares under any of the following terms specified by the articles of incorporation:
DFI-SB 22.08(1m)(b)2.a.a. At the option of the savings bank, the shareholder or another person, or upon the occurrence of a designated event.
DFI-SB 22.08(1m)(b)2.b.b. For cash, indebtedness, securities or other property.
DFI-SB 22.08(1m)(b)2.c.c. In a designated amount or in an amount determined under a designated formula or by reference to extrinsic data or events.
DFI-SB 22.08(1m)(b)3.3. Provisions entitling the holders to distributions calculated in any manner, including dividends that may be cumulative, noncumulative or partially cumulative.
DFI-SB 22.08(1m)(b)4.4. Preference over any other class of shares with respect to distributions, including dividends and distributions upon the dissolution of the savings bank.
DFI-SB 22.08(2)(2)Terms of class or series determined by board of directors.
DFI-SB 22.08(2)(a)(a) Within the limits of subs. (1) and (1m) and as provided in the articles of incorporation, the board of directors may:
DFI-SB 22.08(2)(a)1.1. Determine the preferences, limitations and relative rights, in whole or in part, before the issuance of any shares of that class of shares.
DFI-SB 22.08(2)(a)2.2. 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.
DFI-SB 22.08(2)(b)(b) Before issuing any shares of a class or series under par. (a), the savings bank shall file with the division an amendment to its articles of incorporation that includes all of the following:
DFI-SB 22.08(2)(b)1.1. The name of the savings bank.
DFI-SB 22.08(2)(b)2.2. The text of the amendment determining the terms of the class or series of shares.
DFI-SB 22.08(2)(b)3.3. The number of shares of the class or series of shares created.
DFI-SB 22.08(2)(b)4.4. A statement that none of the shares of the class or series has been issued.
DFI-SB 22.08(2)(b)5.5. The date that the amendment was adopted.
DFI-SB 22.08(2)(b)6.6. A statement that the amendment was adopted by the board of directors and the shareholders of the savings bank.
DFI-SB 22.08(2)(c)(c) After the amendment is filed under par. (b) and before the savings bank issues any shares of the class or series that is the subject of the amendment, the board of directors may alter or revoke any preferences, limitations or relative rights described in the amendment by adopting another resolution appropriate for that purpose. The savings bank shall file with the division the revised amendment that complies with par. (b). 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, except by amendment of the articles of incorporation.
DFI-SB 22.08(3)(3)Issued and outstanding shares. Subject to s. DFI-SB 22.07:
DFI-SB 22.08(3)(a)(a) A savings bank may issue the number of shares of each class or series authorized by its articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, converted or canceled.
DFI-SB 22.08(3)(b)(b) When shares of the savings 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 as those with unlimited voting rights, that together are entitled to receive the net assets of the savings bank upon dissolution.
DFI-SB 22.08(3)(c)(c) The reacquisition, redemption or conversion of outstanding shares is subject to the limitations of par. (b) and s. DFI-SB 22.10 (2).