Chapter 221, STATE BANKS

221.0616 Reliance by directors or officers. Unless the director or officer has knowledge that makes reliance unwarranted, a director or officer, in discharging his or her duties to the bank, may rely on information, opinions, reports or statements, which may be written or oral or…

221.0617 Consideration of interests in addition to shareholders’ interests. In discharging his or her duties to the bank and in determining what he or she believes to be in the best interests of the bank, a director or officer may, in addition to considering the effects of an act…

221.0618 Limited liability of directors. (1) IN GENERAL. Except as provided in sub. (2) or s. 221.0803, a director is not liable to the bank, its shareholders, or any person asserting rights on behalf of the bank or its shareholders, for damages, settlements, fees, fines, penalti…

221.0619 Director conflict of interest. (1) DEFINITION. In this section, “conflict of interest transaction” means a transaction with the bank in which a director of the bank has a direct or indirect interest. (2) WHEN TRANSACTION NOT VOIDABLE. A conflict of interest transaction i…

221.0620 Officers. (1) CREATION AND APPOINTMENT. A bank shall have the officers described in its bylaws or appointed by its board of directors by resolution not inconsistent with its bylaws. (2) ELECTION OF OFFICERS. The officers of the bank shall be elected by the board of direc…

221.0621 Duties of officers. Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent not inconsistent with the bylaws, the duties prescribed by the board of directors or by direction of an officer authorized by the bylaws or by the bo…

221.0622 Resignation and removal of officers. (1) RESIGNATION. An officer may resign at any time by delivering to the bank notice that complies with s. 221.0103. The resignation is effective when the notice is delivered, unless the notice specifies a later effective date and the …

221.0623 Contract rights of officers. (1) EFFECT OF APPOINTMENT. The appointment of an officer does not itself create contract rights. (2) EFFECT OF RESIGNATION OR REMOVAL. Except as provided in s. 221.0622 (2), an officer’s resignation or removal is subject to any remedies provi…

221.0624 Signature of officers. Each document required by this chapter to be signed by an officer or officers of the bank shall be signed by the officer or officers designated in the bylaws or by the board of directors. History: 1995 a. 336. 221.0625 Loans to bank officials; pena…

221.0625 Loans to bank officials; penalty. 221.0625(1)(1) Loans to officers and directors. Except as otherwise provided in this subsection, a bank may not lend to any officer or director of the bank an amount that, when aggregated with the amount of all other extensions of credit…

221.0626 Definitions applicable to indemnification and insurance provisions. In ss. 221.0626 to 221.0635: (1) “Director or officer” means any of the following: (a) An individual who is or was a director or officer of a bank. (b) An individual who, while a director or officer of a…

221.0627 Mandatory indemnification. (1) WHEN SUCCESSFUL IN DEFENSE OF A PROCEEDING. A bank shall indemnify a director or officer, to the extent that he or she has been successful on the merits or otherwise in the defense of a proceeding, for all reasonable expenses incurred in th…

221.0628 Bank may limit indemnification. A bank’s articles of incorporation may limit its obligation to indemnify under s. 221.0627. Any provision of the articles of incorporation relating to a banks power or obligation to indemnify that was in existence on July 1, 1996, does not…

221.0629 Allowance of expenses as incurred. Upon written request by a director or officer who is a party to a proceeding, a bank may pay or reimburse his or her reasonable expenses as incurred if the director or officer provides the bank with all of the following: (1) AFFIRMATION…

221.0630 Court-ordered indemnification. 221.0630(1)(1) Application for indemnification. Except as provided otherwise by written agreement between the director or officer and the bank, a director or officer who is a party to a proceeding may apply for indemnification to the court …

221.0631 Determination of right to indemnification. Unless otherwise provided by the articles of incorporation or bylaws or by written agreement between the director or officer and the bank, the director or officer seeking indemnification under s. 221.0627 (2) shall select one of…

221.0632 Indemnification and allowance of expenses of employees and agents. (1) MANDATORY INDEMNIFICATION. Except as provided in sub. (3), a bank shall indemnify an employee who is not a director or officer, to the extent that he or she has been successful on the merits or otherw…

221.0633 Insurance. Except as expressly prohibited by other provisions of this chapter or applicable federal law or in connection with an administrative proceeding or action instituted under ch. 220 which results in a final order against an employee, agent, director or officer un…

221.0634 Additional rights to indemnification and allowance of expenses. (1) PROVISION FOR ADDITIONAL RIGHTS. Except as provided in sub. (2) and except as expressly prohibited by other provisions of this chapter or applicable federal law or in connection with an administrative pr…

221.0635 Indemnification and insurance against securities law claims. (1) IN GENERAL. It is the public policy of this state to require or permit indemnification, allowance of expenses and insurance for any liability incurred in connection with a proceeding involving securities re…

221.0636 Theft. (1) THEFT PROHIBITED. (a) An officer, director, employee or agent of a bank may not do any of the following: 1. Steal, abstract or willfully misapply money, funds, credits, or property of the bank, whether owned by the bank or held in trust. 2. Without authority o…

221.0637 Bank officers and employees not to take commissions. (1) COMMISSIONS PROHIBITED. An officer, director, agent or employee of a bank may not, directly or indirectly, take, accept or receive, or offer or agree to take, accept or receive, a commission, fee, compensation, or …

221.0701 Interest exchange. A bank or other corporation may acquire all of the outstanding shares of one or more classes or series of a bank organized under this chapter, with the approval of the division, if the board of directors of the bank, by resolution adopted by the board,…

221.0702 Consolidation or merger of banks. (1) IN GENERAL. Any 2 or more banks may, with the approval of the division, consolidate or merge into one bank under the charter of either existing bank. The consolidation or merger shall be done on such terms and conditions as may be la…

221.0703 Cancellation of charter of merged bank. If a bank has merged or consolidated with or been absorbed by another bank, the division shall cancel the charter of the bank. History: 1995 a. 336.

221.0704 Interim banks. Subject to the approval of the division, one or more banks may consolidate or merge into or with an interim bank organized under this chapter under the charter of either the existing bank or banks or the interim bank in accordance with the provisions of th…

221.0705 Definitions. In ss. 221.0705 to 221.0718: (1) “Bank” means the issuer bank or, if a corporate action giving rise to dissenters’ rights under s. 221.0706 is a merger or share exchange that has been effectuated, the surviving bank of the merger or the acquiring corporation…

221.0706 Right to dissent. (1) MANDATORY DISSENTERS’ RIGHTS. A shareholder or beneficial shareholder may dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions: (a) Consummation of a plan of merger to which …

221.0707 Dissent by shareholders and beneficial shareholders. (1) PARTIAL EXERCISE OF DISSENTERS’ RIGHTS. A shareholder may assert dissenters’ rights as to fewer than all of the shares registered in his or her name only if the shareholder dissents with respect to all shares benef…

221.0708 Notice of dissenters’ rights. 221.0708(1)(1) Action at shareholder meeting. If proposed corporate action creating dissenters’ rights under s. 221.0706 is submitted to a vote at a shareholders’ meeting, the meeting notice shall state that shareholders and beneficial share…

221.0709 Notice of intent to demand payment. (1) METHOD OF ASSERTING DISSENTERS’ RIGHTS. If proposed corporate action creating dissenters’ rights under s. 221.0706 is submitted to a vote at a shareholders’ meeting, a shareholder or beneficial shareholder who wishes to assert diss…

221.0710 Dissenters’ notice. (1) WHEN REQUIRED. If a proposed corporate action creating dissenters’ rights under s. 221.0706 is authorized at a shareholders’ meeting, the bank shall deliver a written dissenters’ notice to all shareholders and beneficial shareholders who satisfied…

221.0711 Duty to demand payment. 221.0711(1)(1) Manner of demanding payment. A shareholder or beneficial shareholder who is sent a dissenters’ notice described in s. 221.0710, or a beneficial shareholder whose shares are held by a nominee who is sent a dissenters’ notice describe…

221.0712 Restriction on uncertificated shares. (1) WHEN TRANSFER RESTRICTIONS PERMITTED. The issuer bank may restrict the transfer of uncertificated shares from the date that the demand for payment for those shares is received until the corporate action is effectuated or the rest…

221.0713 Payment. (1) WHEN PAYMENT MADE. Except as provided in s. 221.0715, as soon as the corporate action is effectuated or upon receipt of a payment demand, whichever is later, the bank shall pay each shareholder or beneficial shareholder who has complied with s. 221.0711 the …

221.0714 Failure to take action. (1) ACTION NOT TAKEN. If an issuer bank does not effectuate the corporate action within 60 days after the date set under s. 221.0710 for demanding payment, the issuer bank shall return the deposited certificates and release the transfer restrictio…

221.0715 After-acquired shares. (1) WITHHOLDING FOR AFTER-ACQUIRED SHARES. A bank may elect to withhold payment required by s. 221.0713 from a dissenter unless the dissenter was the beneficial owner of the shares before the date specified in the dissenters’ notice under s. 221.07…

221.0716 Procedure if dissenter is dissatisfied with payment or offer. (1) RIGHTS OF DISSENTER. A dissenter may, in the manner provided in sub. (2), notify the bank of the dissenter’s estimate of the fair value of his or her shares and the amount of interest due, and demand payme…

221.0717 Court action. (1) WHEN SPECIAL PROCEEDING REQUIRED. If a demand for payment under s. 221.0716 remains unsettled, the bank shall bring a special proceeding within 60 days after receiving the payment demand under s. 221.0716 and petition the court to determine the fair val…

221.0718 Court costs and counsel fees. SUBCHAPTER VIII DISSOLUTION AND LIQUIDATION Liquidation. Banks may be placed in hands of division. Charter, how forfeited. SUBCHAPTER IX INTERSTATE BANKING AND FOREIGN BANKS Acquisitions of banks and bank holding companies. In-state branches…

221.0801 Liquidation. (1) WHEN AUTHORIZED. A bank organized or doing business under this chapter may go into liquidation by a vote of its shareholders owning a majority of the capital stock outstanding or such greater percentage required under the articles of incorporation or byl…

221.0802 Banks may be placed in hands of division. A bank doing business under this chapter may place its affairs and assets under the control of the division by posting a notice on its front door, as follows: “This bank is in the hands of the Division of Banking of the Departmen…

221.0803 Charter, how forfeited. If the board of directors or a quorum thereof or any committee of the board of any bank knowingly violates or knowingly permits any of the officers, agents or employees of the bank to violate this chapter, the directors are jointly and severally l…

221.0901 Acquisitions of banks and bank holding companies. (1) APPLICABILITY. This section applies to acquisitions of an in-state bank or an in-state bank holding company by any company. (2) DEFINITIONS. In this section: (a) “Affiliate” has the meaning set forth in 12 USC 1841 (k…

221.0903 In-state branches maintained by out-ofstate banks. (1) DEFINITIONS. In this section: (ag) “Bank” has the meaning given in 12 USC 1841 (c). (ar) “Bank supervisory agency” means any of the following: 1. An agency of another state with primary responsibility for chartering …

221.0904 Out-of-state banks establishing branches. (1) DEFINITIONS. In this section: (ac) “Affiliate” has the meaning given in s. 221.0302 (1g) (a). (ag) “Commercial activities” has the meaning given in s. 221.0302 (1g) (c). (am) “Home state” has the meaning given in s. 221.0903 …

221.1001 Stock book. Every bank shall keep a stock book. The stock book shall be subject to the inspection of officers, directors and shareholders of the bank during the usual hours for transacting business. The stock book shall show the name, residence and number of shares held …

221.1002 Reports. (1) REPORTING REQUIREMENTS. A bank shall make to the division not less than 2 reports during each calendar year. The reports shall be made at the times required by the division on forms prescribed and furnished by the division. The forms shall conform as nearly …

221.1003 Forfeiture. A bank failing to make and transmit to the division a report or proof of publication required under this chapter may be required to forfeit to the division not more than $100 for each day after the report or proof of publication was required. If a bank fails …

221.1004 False statements. (1) PROHIBITION. An officer, director or employee of a bank may not do any of the following: (a) Willfully and knowingly subscribe to or make, or cause to be made, any false statement or false entry in the books of the bank. (b) Knowingly subscribe to o…