DFI-SB 22.08(11)(b)1.1. Except as provided in subd. 2., the articles of incorporation, bylaws, an agreement among shareholders and holders of other securities, or an agreement between shareholders and holders of other securities and the savings bank may impose a transfer restriction on shares and other securities of the savings bank for any reasonable purpose, including: DFI-SB 22.08(11)(b)1.a.a. Maintaining the savings bank’s status when it is dependent on the number or identity of its shareholders. DFI-SB 22.08(11)(b)2.2. 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. DFI-SB 22.08(11)(c)(c) 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 or is contained in the information statement required by sub. (10) (b). Unless so noted, a transfer restriction is not enforceable against a person who does not know of the transfer restriction. DFI-SB 22.08(11)(d)(d) The transfer restrictions permitted under this section include transfer restrictions that: DFI-SB 22.08(11)(d)1.1. Obligate the shareholder or holder of other securities first to offer the savings bank or other persons, whether separately, consecutively or simultaneously, an opportunity to acquire the restricted shares or other securities. DFI-SB 22.08(11)(d)2.2. Obligate the savings bank or other persons, whether separately, consecutively or simultaneously, to acquire the restricted shares or other securities. DFI-SB 22.08(11)(d)3.3. Require the savings bank, the holders of any 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. DFI-SB 22.08(11)(d)4.4. Prohibit the transfer of restricted shares or other securities to designated persons or classes of persons, if the prohibition is not manifestly unreasonable. DFI-SB 22.08(12)(12) Expense of issuing shares. A savings bank may pay the expense of selling or underwriting its shares, and of organizing or reorganizing the savings bank from the consideration received for shares. DFI-SB 22.08(13)(b)(b) The shareholders or holders of other securities of a savings bank do not have a preemptive right to acquire the savings 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 corporation elects to have preemptive rights”, or words of similar meaning, pars. (c) to (f) govern the preemptive rights, except to the extent that the articles of incorporation expressly provide otherwise. DFI-SB 22.08(13)(c)(c) Except as provided in par. (e), the shareholders or holders of other securities of the savings 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 savings 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: DFI-SB 22.08(13)(c)1.1. 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. DFI-SB 22.08(13)(c)2.2. Holders of shares or other securities without preferential rights to distributions or assets have preemptive rights with respect to shares and other securities of any class without preferential rights to distributions or assets, except that holders of shares or other securities without general voting rights have no preemptive rights with respect to shares or other securities of any class with general voting rights. DFI-SB 22.08(13)(d)(d) A shareholder or holder of other security may waive his or her preemptive right. A written waiver is irrevocable even if it is not supported by consideration. DFI-SB 22.08(13)(e)1.1. Shares or other securities issued as compensation to directors, officers or employees of the savings bank or its affiliates; DFI-SB 22.08(13)(e)2.2. Shares or other securities issued to satisfy conversion or option rights created to provide compensation to directors, officers or employees of the savings bank or its affiliates; DFI-SB 22.08(13)(e)3.3. Shares or other securities authorized in articles of incorporation that are issued within 6 months from the effective date of incorporation; or DFI-SB 22.08(13)(e)4.4. Shares or other securities sold for other than money or an obligation to pay money. DFI-SB 22.08(13)(f)(f) If shares or other securities subject to preemptive rights are not acquired by shareholders or holders of other securities, the savings bank may issue the shares or other securities to any person for one year after being offered to shareholders or holders of other securities, at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the preemptive rights of shareholders or holders of other securities. DFI-SB 22.08(14)(a)(a) A savings bank may, subject to the provisions of s. DFI-SB 22.10 (3), acquire its own shares and shares so acquired constitute authorized but unissued shares. DFI-SB 22.08(14)(b)(b) If the articles of incorporation prohibit the reissuance of acquired shares, the number of authorized shares is reduced by the number of shares acquired by the savings bank, effective upon amendment of the articles of incorporation. The board of directors may adopt articles of amendment under this subsection without shareholder action and deliver them to the division for filing. The articles shall include: