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214.315 214.315 Quorum for annual or special meetings. The articles of incorporation may specify a quorum requirement, but that requirement may not be less than one-third of the total number of votes entitled to vote at a meeting. A meeting, including one at which a quorum is not present, may be adjourned to a specified date without future notice.
214.315 History History: 1991 a. 221.
214.32 214.32 Voting.
214.32(1)(1)A member or stockholder may vote at a meeting in person or by proxy.
214.32(2) (2)To determine who is entitled to vote and the number of outstanding shares, the following rules apply:
214.32(2)(a) (a) The date of determination shall be the record date for voting under s. 214.325.
214.32(2)(b) (b) A person holding one or more deposit accounts in a mutual savings bank shall have one vote for each $100 of the aggregate withdrawal value of the deposit accounts and one vote for any fraction of $100.
214.32(2)(c) (c) A stockholder shall have one vote for each share held.
214.32(2)(d) (d) Stock owned by the savings bank may not be counted or voted.
214.32(2)(e) (e) A stock savings bank shall state in its articles of incorporation that voting rights shall be vested exclusively in stockholders.
214.32 History History: 1991 a. 221.
214.325 214.325 Record date for voting and other purposes.
214.325(1)(1)To determine the stockholders or members entitled to notice of or to vote at any meeting or in order to make a determination of members, stockholders, or other persons for any other purpose, the bylaws may provide for a record date, not fewer than 10 days nor more than 60 days before the meeting or other event or transaction with regard to which the determination is to be made. The determination shall be made as of the close of business on the record date.
214.325(2) (2)If the bylaws do not provide for a record date, the board of directors may fix a record date for each determination to be made within the time limits under sub. (1). If the board of directors fails to fix a record date, the record date for a meeting shall be the date on which the first notice of meeting is given.
214.325(3) (3)Stock sold or deposit accounts withdrawn after the record date may not be voted or counted in determining the number of shares outstanding.
214.325 History History: 1991 a. 221.
214.33 214.33 Proxies.
214.33(1)(1)A proxy may be executed in writing by a member or stockholder or by the member's or stockholder's authorized representative.
214.33(2) (2)A proxy is not valid in any of the following circumstances:
214.33(2)(a) (a) Eleven months after the date of its execution, unless otherwise provided in the proxy.
214.33(2)(b) (b) Unless executed in an instrument separate from other forms or documents relating to the member's deposit accounts.
214.33(2)(c) (c) For any meeting at which the member or stockholder who gave a proxy is present, provided that before the taking of any vote, notice of the member's or stockholder's attendance and intention to vote at the meeting is given by that person to an official whom the savings bank shall identify at the meeting as having responsibility for maintaining a record of attendance.
214.33 History History: 1991 a. 221; 1995 a. 103.
214.335 214.335 Directors. The business and affairs of the savings bank shall be exercised by its board of directors. The board of directors may consist of the number of directors fixed by the bylaws, but may not be fewer than 5. At least two-thirds of the directors shall be residents of this state. A director shall have a fiduciary relationship with the savings bank.
214.335 History History: 1991 a. 221.
214.335 Cross-reference Cross-reference: See also ss. DFI-SB 3.03, 3.04, and 3.05, Wis. adm. code.
214.34 214.34 Bonds of officers and directors.
214.34(1)(1)Every person appointed or elected to any position requiring the receipt, payment, management or use of savings bank money, or whose duties permit or require access to or custody of savings bank money or securities, or whose duties permit the regular making of entries in the books or other records of the savings bank, shall be bonded by a trust or company authorized to issue bonds in this state or by a fidelity insurance company licensed to do business in this state. A bond shall be in a form prescribed by the division and in an amount fixed by the board of directors. A bond shall be payable to the savings bank to indemnify the savings bank for any loss the savings bank may sustain through any dishonest or criminal act or omission by the bonded person, whether committed alone or in concert with others. A bond shall provide that cancellation of the bond by the surety or by the insured is not effective before 30 days' written notice is given to the division, unless the division approves an earlier cancellation.
214.34(2) (2)Notwithstanding sub. (1), the division may proceed against a savings bank if the division believes that the business of the savings bank is being conducted in an unsafe or unsound manner or that the form or amount of bonds approved by the board of directors is inadequate to give reasonable protection to the savings bank.
214.34 History History: 1991 a. 221; 1995 a. 27.
214.34 Cross-reference Cross-reference: See also ss. DFI-SB 3.01 and 3.02, Wis. adm. code.
214.342 214.342 Officers. The officers of a savings bank shall be elected by the board of directors in accordance with the bylaws. The officers shall consist of a president, one or more vice-president, a secretary, a treasurer and any other officer the board designates by resolution. Officers shall have the duties and functions described in the articles of incorporation and bylaws and shall perform other duties that are designated by the board of directors.
214.342 History History: 1991 a. 221.
214.342 Cross-reference Cross-reference: See also ss. DFI-SB 3.05 and 7.01, Wis. adm. code.
214.345 214.345 Conduct of directors and officers.
214.345(1)(1)Upon election, a director shall take an oath that the director will diligently and honestly perform the duties of that office and will not knowingly violate or willingly permit to be violated this chapter, any rules of the division, the articles of incorporation or bylaws under which the savings bank operates or any other state or federal law applicable to a savings bank.
214.345(2) (2)The division may require disclosure by directors, officers and employees of their personal interest, directly or indirectly, in any business or transaction on behalf of or involving the savings bank and of their control of or active participation in enterprises having activities related to the business of the savings bank.
214.345(3) (3)An officer, director and employee shall avoid conflict of interest situations in which a person in a decision-making position must decide between his or her personal financial interests and those of the savings bank. The board of directors shall establish written policies and procedures reasonably calculated to identify potential conflicts of interest and to avoid placing an officer, director or employee in such a position.
214.345(4) (4)All of the following restrictions govern the conduct of directors and officers of savings banks:
214.345(4)(a) (a) An officer or director of a mutual savings bank may not act as a director or officer of another mutual savings bank.
214.345(4)(b) (b) A director may receive as remuneration reasonable fees, which may include deferred compensation arrangements, for services as a director or for service as a member of a committee of directors. A director who is also an officer or employee of the savings bank may receive compensation for service as an officer or employee, including deferred compensation arrangements.
214.345(4)(c) (c) A director or officer may not have any interest, direct or indirect, in the purchase at less than its face value of a deposit account of the savings bank.
214.345(4)(d) (d) A savings bank or director or officer of the savings bank may not directly or indirectly require, as a condition to the granting of a loan or the extension of any other service by the savings bank or its affiliates, that the borrower or any other person undertake a contract of insurance or any other agreement or understanding with respect to the direct or indirect furnishing of any other goods or services with a specific person.
214.345(4)(e) (e) An officer or director acting as proxy for a member of a mutual savings bank may not exercise, transfer or delegate that right for a private benefit or advantage, direct or indirect, that accrues to the officer or director nor surrender control or pass the officer's or director's office to any other for a private benefit or advantage, direct or indirect.
214.345(4)(f) (f) A director or officer may not solicit, accept or agree to accept, directly or indirectly, from any person other than the savings bank any gratuity, compensation or other personal benefit for any action taken by the savings bank or for attempting to procure any action by the savings bank.
214.345(5) (5)
214.345(5)(a)(a) Subject to the approval of the division, a savings bank's bylaws shall provide for reasonable indemnification to its officers, directors and employees in connection with the faithful performance of their duties for the savings bank. For stock savings banks, the provisions shall be consistent with those under ss. 180.0850 to 180.0859. For mutual savings banks, the provisions shall be consistent with those under ss. 215.512 to 215.525.
214.345(5)(b) (b) The provisions relating to the limited liability of directors under s. 180.0828, as they apply to a director of a corporation, apply to a director of a stock savings bank. The provisions relating to the limited liability of directors and officers under s. 215.525, as they apply to a director or officer of a mutual savings and loan association, apply to a director or officer of a mutual savings bank.
214.345 History History: 1991 a. 221; 1995 a. 27, 103; 1997 a. 35.
214.345 Cross-reference Cross-reference: See also ch. DFI-SB 7 and ss. DFI-SB 2.02, 3.03, 3.04, 3.05, and 3.07, Wis. adm. code.
214.37 214.37 Access to books and records; communication with members and stockholders.
214.37(1)(1)In this section, “financial records" means an original, copy or summary of any document or item containing information pertaining to any relationship established in the ordinary course of business between a savings bank and a customer.
214.37(2) (2)Except as provided in this section, no person may have access to the books and records of a savings bank or receive a list of the members or stockholders.
214.37(3) (3)A person shall have the right to inspect books and records of the savings bank that pertain to the person's deposit accounts or loans.
214.37(4) (4)This section does not prohibit any of the following:
214.37(4)(a) (a) The preparation, examination, handling or maintenance of financial records by any officer, employee or agent of a savings bank having custody of records or examination of records by a certified public accountant or other person engaged by the savings bank to perform an audit.
214.37(4)(b) (b) The examination of financial records by, or the furnishing of financial records by a savings bank to, any officer, employee or agent of the division or a deposit insurance corporation for use solely in the exercise of that person's duties as an officer, employee or agent.
214.37(4)(c) (c) The publication of data furnished from financial records if the data cannot be identified to any person, deposit account or loan file.
214.37(4)(d) (d) The making of reports or returns required under the internal revenue code.
214.37(4)(e) (e) The furnishing of information concerning the dishonor of a negotiable instrument permitted to be disclosed under the uniform commercial code.
214.37(4)(f) (f) The exchange in the regular course of business of credit information between a savings bank and another financial institution or a mortgage banker or between a savings bank and a consumer reporting agency.
214.37(4)(g) (g) The furnishing of information to the appropriate law enforcement authorities if the savings bank reasonably believes a crime involving the savings bank has been committed.
214.37(4)(h) (h) The furnishing of information pursuant to ch. 177.
214.37(4)(i) (i) The furnishing of information pursuant to the currency and foreign transactions reporting act, 31 USC 5311 to 5326.
214.37(4)(j) (j) The furnishing of information pursuant to any other statute which by its terms or by rules promulgated under that statute requires the disclosure of financial records other than by subpoena, summons, warrant or court order.
214.37(4)(k) (k) The disclosure of the current balance of a depositor's account and the identification of the account to any person who submits all of the following:
214.37(4)(k)1. 1. An affidavit stating that the person has standing under s. 867.01 (3) (ac) or 867.02 (2) (ac) to petition for summary settlement or assignment of a decedent's estate or that the person is an heir of the decedent, or was guardian, as defined in s. 54.01 (10) or s. 880.01 (3), 2003 stats., of the decedent at the time of the decedent's death, and may obtain transfer of property of a decedent under s. 867.03.
214.37(4)(k)2. 2. A certified copy of the depositor's death record. If the savings bank already possesses a certified copy of the depositor's death record, this subdivision does not apply.
214.37(4)(L) (L) The disclosure of information relating to the financial records of a customer if authorized by that customer.
214.37(4)(m) (m) The disclosure of financial records under a subpoena, summons, warrant or court order, if the savings bank mails a copy of the subpoena, summons, warrant or court order to the customer, if living, or the customer's personal representative, if known, at that person's last-known address by 1st class mail, postage prepaid, unless the savings bank is specifically prohibited from notifying the person under a state or federal law or by order of the court.
214.37(5) (5)If a member or stockholder desires to communicate with other members or stockholders of the savings bank with reference to any question pending or to be presented at an annual or special meeting, the savings bank shall give that person, upon written request, a written statement of the approximate number of members or stockholders entitled to vote at the meeting and an estimate of the cost of preparing and mailing the communication. The requester shall submit the communication to the division who, if finding it to be appropriate and accurate, shall direct the savings bank to prepare and mail the communication to the members or stockholders upon the requester's payment or adequate provision for payment of the expenses of preparation and mailing.
214.37(7) (7)A savings bank may sell or otherwise make use of a complete or partial list of customers if all of the following apply:
214.37(7)(a) (a) The list does not classify customers by individual financial criteria and contains only the names and addresses of customers.
214.37(7)(b) (b) The savings bank gives each customer prior written notice of the savings bank's intent to furnish information about the customer and informs the customer that the customer has the right to prohibit the release by notifying the savings bank in writing on a form provided by the savings bank.
214.37(7)(c) (c) The person who is furnished a list agrees in writing not to furnish the list to another person.
214.37 Cross-reference Cross-reference: See also s. DFI-SB 2.06, Wis. adm. code.
214.375 214.375 Closing books. A savings bank shall close its books at least once annually and at such other times as the division may require. The date of the annual closing may be March 31, June 30, September 30 or December 31 or as otherwise provided by rule of the division.
214.375 History History: 1991 a. 221; 1995 a. 27.
subch. VI of ch. 214 SUBCHAPTER VI
214.40 214.40 Minimum capital.
214.40(1)(1)A savings bank may be organized to exercise the powers conferred by this chapter with minimum capital, surplus and reserves for operating expenses as determined by the division. The division may not establish requirements for savings banks at a level less than that required for insurance of accounts. For a savings bank other than one resulting from the conversion from an existing financial institution, the division may establish capital requirements at least as stringent as those required under s. 214.43 (1).
214.40(2) (2)A stock savings bank may not commence business until it has a paid-in surplus equal to 20 percent of its capital. The division may waive this requirement for a financial institution that converts to a savings bank.
214.40(3) (3)A stock financial institution seeking to convert to a savings bank under s. 214.66 (1m) shall, before declaring a dividend on its capital stock, transfer not less than 50 percent of its net profits of the preceding half year to its paid-in surplus until it has paid-in surplus equal to 20 percent of capital stock.
214.40 History History: 1991 a. 221; 1995 a. 27; 2011 a. 32.
214.40 Cross-reference Cross-reference: See also ss. DFI-SB 3.08 and 5.01, Wis. adm. code.
214.405 214.405 Evidence of capital.
214.405(1)(1)The capital of a stock savings bank shall be evidenced by stock and noncumulative perpetual preferred stock as authorized by the articles of incorporation.
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