Chapter 221, STATE BANKS

221.0326 Bad debts. All debts due a bank, on which interest is past due and unpaid for a period of 12 months, shall be considered bad debts and shall be charged off to the profit and loss account at the expiration of one year from the date on which the debt became past due, unles…

221.0327 Surplus fund. (1) CHARGES TO SURPLUS ACCOUNT. A loss sustained by a bank in excess of its undivided profits may be charged to its surplus account, if its surplus fund is thereafter reimbursed from its earnings. Cash dividends on capital stock may not be declared or paid …

221.0328 Dividends. (1) WHEN PERMITTED. Except as provided in sub. (2), the board of directors of a bank may declare and pay a dividend from its undivided profits in an amount they consider expedient. The board of directors shall provide for the payment of all expenses, losses, r…

221.0329 Savings promotion prize programs. (1) In this section: (a) “Nonqualifying account” means a savings, time, or money market account that is not a qualifying account. (b) “Qualifying account” means a savings, time, or money market account through which a bank’s depositors m…

221.0401 State bank. Every bank incorporated under this chapter shall be known as a state bank. History: 1995 a. 336.

221.0402 Use of “bank”. (1) USE OF “BANK”. Except as provided in sub. (2), a person who is engaged in business in this state, who is not subject to supervision and examination by the division, and who is not required to make reports to the division under this chapter, may not use…

221.0403 Bank names. (1) IN GENERAL. Except as provided in subs. (2) and (3), the name of a bank must be approved by the division and must be distinguishable upon the records of the division from all of the following names: (a) The name of another state bank organized under this …

221.0404 Deceptive or misleading use of bank name, logo, or symbol. (1) USE OF BANK NAME, LOGO, OR SYMBOL FOR MARKETING PURPOSES. Except as provided in sub. (3), no person may use the name, logo, or symbol, or any combination thereof, of a bank, or any name, logo, or symbol, or a…

221.0501 Quorum and voting requirements for voting groups. (1) QUORUM REQUIREMENT. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those shares exists with respect to that matter. Unless the articles of incorporation…

221.0502 Greater or lower quorum or greater voting requirements. (1) METHOD OF SPECIFYING DIFFERENT REQUIREMENTS. The articles of incorporation may provide, or authorize the bylaws under s. 221.0503 to provide, for a greater or lower quorum requirement or a greater voting require…

221.0503 Bylaw fixing quorum or voting requirements for shareholders. (1) IN GENERAL. If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or v…

221.0504 Number of shareholders. (1) METHOD OF COUNTING. For purposes of this chapter, any of the following constitutes one shareholder if identified as a shareholder in a bank’s current record of shareholders: (a) Three or fewer co-owners. (b) An entity. (c) The trustees, guardi…

221.0505 Issued and outstanding shares. 221.0505(1)(1) Issued and outstanding shares. A bank may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are outstanding shares until they are reacquired, redeemed, conv…

221.0506 Fractional shares. (1) ISSUANCE AND DISPOSITION. A bank may do any of the following: (a) Issue fractions of a share or pay in money the value of fractions of a share. (b) Arrange for disposition of fractional shares by the shareholders. (2) RIGHTS OF HOLDERS OF FRACTIONA…

221.0507 Share dividends. (1) DEFINITION. In this section, “share dividend” means shares issued proportionally and without consideration to the bank’s shareholders or to the shareholders of one or more classes or series. (2) POWER TO ISSUE SHARE DIVIDENDS. Except as provided in s…

221.0508 Form and content of certificates. (1) CONTENTS. At a minimum, a share certificate shall state on its face all of the following: (a) The name of the issuing bank and that the bank is organized under the laws of this state. (b) The name of the person to whom issued. (c) Th…

221.0509 Restriction on transfer of shares and other securities. (1) DEFINITIONS. In this section: (a) “Other securities” include securities that are convertible into or carry a right to subscribe for or acquire shares. (b) “Transfer restriction” means a restriction on the transf…

221.0510 Preemptive rights. (1) DEFINITION. In this section, “other securities” has the meaning given in s. 221.0509 (1) (a). (2) WHEN PREEMPTIVE RIGHTS EXIST. The shareholders or holders of other securities of a bank do not have a preemptive right to acquire the bank’s unissued …

221.0511 Annual meeting. (1) WHEN HELD. A bank shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws. (2) WHERE HELD. A bank may hold the annual shareholders’ meeting in or outside this state at the place stated in or fixed in ac…

221.0512 Special meeting. (1) WHEN REQUIRED. A bank shall hold a special meeting of shareholders if any of the following occurs: (a) A special meeting is called by the board of directors or any person authorized by the articles of incorporation or bylaws to call a special meeting…

221.0513 Shareholder action without a meeting. (1) PERMITTED METHODS. Action required or permitted by this chapter to be taken at a shareholders’ meeting may be taken without a meeting in any of the following ways: (a) Without action by the board of directors, by all shareholders…

221.0514 Notice of meeting. (1) WHEN REQUIRED. A bank shall notify shareholders of the date, time and place of each annual and special shareholders’ meeting not less than 10 days nor more than 60 days before the meeting date, unless a different time is provided by this chapter, t…

221.0515 Disclosure to shareholders. The bank shall include with each notice of an annual meeting delivered to shareholders copies for the 2 preceding fiscal years of the bank’s balance sheets, statements of profit and loss and reconcilements of the bank’s loan loss reserve. Hist…

221.0516 Waiver of notice. (1) WRITTEN WAIVER. A shareholder may waive any notice required by this chapter, the articles of incorporation or the bylaws before or after the date and time stated in the notice. The waiver shall be in writing and signed by the shareholder entitled to…

221.0517 Record date. (1) MANNER OF FIXING DATE. The bylaws may fix or provide the manner of fixing a future date as the record date for one or more voting groups in order to determine the shareholders entitled to notice of a shareholders’ meeting, to demand a special meeting, to…

221.0518 Shareholders’ list for meeting. (1) PREPARATION OF LIST. After fixing a record date for a meeting, a bank shall prepare a list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. The list shall be arranged by class or series of sha…

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 …

221.0520 Shares held by nominees. 221.0520(1)(1) Establishment of procedures. A 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. The extent of this recognition may be …

221.0521 Acceptance of instruments showing shareholder action. (1) WHEN NAME CORRESPONDS TO THAT OF A SHAREHOLDER. If the name signed on a vote, consent, waiver or proxy appointment corresponds to the name of a shareholder, the bank, if acting in good faith, may accept the vote, …

221.0522 Voting for directors; cumulative voting. (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 prese…

221.0523 Voting trusts. (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 …

221.0524 Voting agreements. (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. (2) ENFORCEABILITY. A voting a…

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 DIRECTORS, OFFICERS AND EMPLOY…

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

221.0601 Requirement for and duties of board of directors. (1) REQUIREMENT. A bank shall have a board of directors. (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…

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 bee…

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 numbe…

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 au…

221.0605 Terms of directors generally. (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. (2) EFFECT OF DECREASE IN NUMBER. A decrease i…

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 directo…

221.0607 Resignation of directors. (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. (2) EFFECTIVE DATE. A resignation is effect…

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) Cumul…

221.0609 Vacancy on board. (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 fill…

221.0610 Meetings. (1) FREQUENCY OF MEETINGS. The board of directors shall meet at least once each calendar quarter. (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…

221.06105 Board action without a meeting. (1) WHEN PERMITTED. Unless the articles of incorporation or bylaws provide otherwise, action required or permitted under this chapter to be taken at a board of directors’ meeting may be taken without a meeting if the action is taken by al…

221.0611 Response to examination. (1) RESPONSE REQUIRED. After receipt by the board of directors of a bank of a report of examination of the bank by the division, the board or an examining committee appointed under sub. (2) in accordance with s. 221.0615, unless the division requ…

221.0612 Notice of meeting. (1) REGULAR MEETINGS. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, time, place or purpose of the meeting. (2) SPECIAL MEETINGS. Unless the articles …

221.0613 Waiver of notice. (1) WRITTEN WAIVER. A director may waive a notice required by this chapter, the articles of incorporation or the bylaws before or after the date and time stated in the notice. Except as provided by sub. (2), the waiver shall be in writing, signed by the…

221.0614 Quorum and voting. (1) QUORUM REQUIREMENTS GENERALLY. (a) Unless the articles of incorporation or bylaws require a greater or, under sub. (2), a lesser number, and except as provided in par. (b) or in s. 221.0619 (4), a quorum of a board of directors shall consist of a m…

221.0615 Committees. (1) IN GENERAL. Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of director…