221.0519 Proxies. (1) EXERCISE OF VOTE. A shareholder may vote his or her shares in person or by proxy. (2) METHOD OF APPOINTING A PROXY. A shareholder may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form, either personally or by his or her attorney-in-fact. An appointment of a proxy may be in durable form as provided in s. 244.04. (3) WHEN PROXY IS EFFECTIVE. An appointment of a proxy is effective when received by an officer or agent of the bank authorized to tabulate votes. An appointment is valid for 11 months from the date of its signing unless a different period is expressly provided in the appointment form. (4) REVOCABILITY. (a) An appointment of a proxy is revocable by the shareholder unless the appointment form conspicuously states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of any of the following: 1. A pledgee. 2. A person who purchased or agreed to purchase the shares. 3. An employee or officer of the bank whose employment contract requires the appointment. 4. A party to a voting agreement created under s. 221.0524. (b) An appointment made irrevocable under par. (a) is revoked when the interest with which it is coupled is extinguished. (5) DEATH OR INCAPACITY OF SHAREHOLDER. The death or incapacity of the shareholder appointing a proxy does not affect the right of the bank to accept the proxy’s authority unless the officer or agent of the bank authorized to tabulate votes receives notice of the death or incapacity before the proxy exercises his or her authority under the appointment. (6) REVOCATION IN CERTAIN CASES INVOLVING TRANSFERS FOR VALUE. Notwithstanding sub. (4), a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when he or she acquired the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or, if the shares are without certificates, on the information statement for the shares. (7) EFFECT OF PROXY. Subject to s. 221.0521 and to any express limitation on the proxy’s authority appearing on the face of the appointment form, a bank may accept the proxy’s vote or other action as that of the shareholder making the appointment. History: 1995 a. 336; 2009 a. 319.
221.0520
Shares held by nominees. (1) ESTABLISHA bank may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized by the bank as the shareholder. MENT OF PROCEDURES. The extent of this recognition may be determined in the procedure. (2) SCOPE OF PROCEDURES. The procedure may set forth all of the following: (a) The types of nominees to which it applies. (b) The rights or privileges that the bank recognizes in a beneficial owner. (c) The manner in which the nominee selects the procedure. (d) The information that must be provided when the procedure is selected. (e) The period for which selection of the procedure is effective. (f) Other aspects of the rights and duties created. History: 1995 a. 336.