Chapter 221

221.0521(2) (2) When name does not correspond to that of a shareholder. If the name signed on a vote, consent, waiver or proxy appointment does not correspond to the name of its shareholder, the bank, if acting in good faith, may accept the vote, consent, waiver or proxy appointment and give it effect as the act of the shareholder if any of the following applies:

221.0521(2)(a) (a) The shareholder is an entity and the name signed purports to be that of an officer or agent of the entity.

221.0521(2)(b) (b) The name signed purports to be that of a personal representative, guardian, or conservator representing the shareholder and, if the bank requests, evidence of fiduciary status acceptable to the bank is presented with respect to the vote, consent, waiver, or proxy appointment.

221.0521(2)(c) (c) The name signed purports to be that of a receiver or trustee in bankruptcy of the shareholder and, if the bank requests, evidence of this status acceptable to the bank is presented with respect to the vote, consent, waiver or proxy appointment.

221.0521(2)(d) (d) The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of the shareholder and, if the bank requests, evidence acceptable to the bank of the signatory’s authority to sign for the shareholder is presented with respect to the vote, consent, waiver or proxy appointment.

221.0521(2)(e) (e) Two or more persons are the shareholder as cotenants or fiduciaries and the name signed purports to be the name of at least one of the co-owners and the person signing appears to be acting on behalf of all co-owners.

221.0521(3) (3) When rejection permitted. The bank may reject a vote, consent, waiver or proxy appointment if the officer or agent of the bank who is authorized to tabulate votes, acting in good faith, has reasonable basis for doubt about the validity of the signature on it or about the signatory’s authority to sign for the shareholder.

221.0521(4) (4) Effect on liability. The bank and its officer or agent who accepts or rejects a vote, consent, waiver or proxy appointment in good faith and in accordance with this section are not liable in damages to the shareholder for the consequences of the acceptance or rejection.

221.0521(5) (5) Effect on validity of action. Bank action based on the acceptance or rejection of a vote, consent, waiver or proxy appointment under this section is valid unless a court of competent jurisdiction determines otherwise.

221.0521 History History: 1995 a. 336; 2001 a. 102.

221.0522 221.0522 Voting for directors; cumulative voting.

221.0522(1) (1) Plurality vote required. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. In this subsection, “plurality” means that the individuals with the largest number of votes are elected as directors up to the maximum number of directors to be chosen at the election.

221.0522(2) (2) Cumulative voting permitted. Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation provide for cumulative voting. If the articles of incorporation contain a statement indicating that all or a designated voting group of shareholders are entitled to cumulate their votes for directors, the shareholders so designated are entitled to multiply the number of votes that they are entitled to cast by the number of directors for whom they are entitled to vote and cast the product for a single candidate or distribute the product among 2 or more candidates.

221.0522(3) (3) When cumulative voting may be used.

221.0522(3)(a) (a) Except as provided in par. (b), shares entitled under sub. (2) to vote cumulatively may not be voted cumulatively at a particular meeting unless any of the following notice requirements is satisfied:

221.0522(3)(a)1. 1. The meeting notice or proxy statement accompanying the notice states conspicuously that cumulative voting is authorized.

221.0522(3)(a)2. 2. A shareholder who has the right to cumulate his or her votes gives notice that complies with s. 221.0103 to the bank not less than 48 hours before the time set for the meeting of his or her intent to cumulate his or her votes during the meeting.

221.0522(3)(b) (b) If one shareholder gives notice under par. (a) 2., all other shareholders in the same voting group participating in the election are entitled to cumulate their votes without giving further notice.

221.0522(4) (4) Effect of votes against a candidate. For purposes of this section, votes against a candidate are not given legal effect and are not counted as votes cast in an election of directors.

221.0522 History History: 1995 a. 336.

221.0523 221.0523 Voting trusts.

221.0523(1) (1) Creation. One or more shareholders may create a voting trust, conferring on a trustee the right to vote or otherwise act for them, by signing an agreement setting out the provisions of the trust and transferring their shares to the trustee. The voting trust agreement may include any provision consistent with the voting trust’s purpose. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all owners of beneficial interests in the trust, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the bank’s principal office.

221.0523(2) (2) Effective date. A voting trust becomes effective on the date that the first shares subject to the trust are registered in the trustee’s name.

221.0523 History History: 1995 a. 336.

221.0524 221.0524 Voting agreements.

221.0524(1) (1) Creation. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A voting agreement created under this section is not subject to s. 221.0523.

221.0524(2) (2) Enforceability. A voting agreement created under this section is specifically enforceable.

221.0524 History History: 1995 a. 336.

221.0525 221.0525 Shares of stock, when not transferable. The shares of stock of a bank are personal property. The bank shall transfer the shares on the books of the bank in such manner as the bylaws may direct. A transfer of capital stock is not valid while the bank is under notice to make good the impairment of its capital, as provided in s. 220.07, until the impairment is made good. A transfer of stock shall be certified by an officer of the bank to the division within 3 days after the transfer, if the transfer is of at least 5 percent of the outstanding shares or affects the holdings of the owner of record or beneficial owner of at least 5 percent of the outstanding shares. A person who fails to comply with this certification requirement may be fined not more than $100.

221.0525 History History: 1995 a. 336.

221.0526 221.0526 Stock control of bank or trust company bank by other corporation.

221.0526(1) (1) Effect of ownership. A domestic corporation, investment trust, or other form of trust or any out-of-state bank holding company that owns, holds or in any manner controls a majority of the stock in a bank or trust company bank is engaged in the business of banking and is subject to the supervision of the division. The corporation, trust or company shall file reports of its financial condition or activities when required by the division, and the division may order an examination of its condition and solvency whenever in the division’s opinion an examination is required. The cost of this examination shall be paid by the corporation, trust or company. Whenever the division determines that the condition of the corporation, trust or company endangers the safety of the deposits in a bank that the corporation, trust or company owns or controls, or that the operation of the corporation, trust or company is carried on in such a manner as to endanger the safety of the trust company bank or the bank or its depositors, the division may order the corporation, trust or company to remedy the condition or policy within 90 days. If the corporation, trust or company does not comply with the order, the division may direct the operation of the bank or trust company bank until the order is complied with, and may withhold all dividends from the corporation, trust or company, during the period in which the division directs the operation of the bank or trust company bank.

221.0526(2) (2) Applicability to foreign entities. Subsection (1) applies to a foreign corporation, association, investment trust, or other form of trust that is authorized to do business in this state.

221.0526(3) (3) Other entities and trusts. This section applies equally to associations, investment trusts, or other forms of organized trusts, whether so specifically stated or not. Nothing contained in this section shall be construed to prohibit a trust company bank, or state or national bank, authorized to administer or execute trusts, from accepting and carrying out the provisions of any personal trust, or any trust created by will that the owner of bank stock creates for the owner’s benefit during the owner’s lifetime, or that the owner creates by will for the benefit of the owner’s heirs. This section does not apply to trusts so created.

221.0526 History History: 1995 a. 336.

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.