reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0613 - Waiver of notice.

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 director entitled to the notice and retained by the bank.
(2)
Waiver by attendance or participation. A director's attendance at or participation in a meeting waives any required notice to him or her of the meeting, unless the director at the beginning of the meeting or promptly upon his or her arrival objects to holding the meeting or transacting business at the meeting and does not thereafter vote for or assent to action taken at the meeting.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0615 - Committees.

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 directors to serve as alternates. Each committee shall have 2 or more members. Unless otherwise provided by the board of directors, members of the committee shall serve at the pleasure of the board of directors.
(2)
Creation of a committee and appointment of members. Except as provided in sub. (3), the creation of a committee, appointment of members to it and designation of alternate members, if any, shall be approved by the greater of the following:
(a)
A majority of all the directors in office when the action is taken.
(b)
The number of directors required by the articles of incorporation or bylaws to take action under s. 221.0614.
(3)
Vacancies. The board of directors may provide by resolution that any vacancies on the committee shall be filled by the affirmative vote of a majority of the remaining committee members.
(4)
Applicability of certain provisions. Sections 221.0610 to 221.0613 apply to committees of a board of directors and to committee members.
(5)
Authority which may be exercised by committee. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors, except that a committee may not do any of the following:
(a)
Authorize distributions.
(b)
Approve or propose to shareholders action that this chapter requires be approved by shareholders.
(c)
Fill vacancies on the board of directors or, except as provided in sub. (3), on any of its committees.
(d)
Amend articles of incorporation under s. 221.0211.
(e)
Adopt, amend or repeal bylaws.
(f)
Approve a plan of merger not requiring shareholder approval.
(g)
Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors.
(h)
Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or a senior executive officer of the bank to do so within limits prescribed by the board of directors.
(6)
Employment of consultants. Unless otherwise provided by the board of directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of authority.
(7)
Effect on responsibility of board. The creation of a committee, delegation of authority to a committee or action by a committee does not relieve the board of directors or any of its members of any responsibility imposed upon the board of directors or its members by law.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0616 - Reliance by directors or officers.

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 formal or informal and which may include financial statements, valuation reports and other financial data, if they are prepared or presented by any of the following:
(1)
Officers and employees. An officer or employee of the bank whom the director or officer believes in good faith to be reliable and competent in the matters presented.
(2)
Experts. Legal counsel, certified public accountants licensed or certified under ch. 442, or other persons as to matters that the director or officer believes in good faith are within the person's professional or expert competence.
(3)
Board committees. In the case of reliance by a director, a committee of the board of directors of which the director is not a member if the director believes in good faith that the committee merits confidence.
History:  1995 a. 336; 2001 a. 16.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0617 - Consideration of interests in addition to shareholders' interests.

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 action on shareholders, consider the following:
(1)
The effects of the action on employees, suppliers and customers of the bank.
(2)
The effects of the action on communities in which the bank operates.
(3)
Other factors that the director or officer considers pertinent.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0618 - Limited liability of directors.

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, penalties or other monetary liabilities arising from a breach of, or failure to perform, any duty resulting solely from his or her status as a director, unless the person asserting liability proves that the breach or failure to perform constitutes any of the following:
(a)
A willful failure to deal fairly with the bank or its shareholders in connection with a matter in which the director has a material conflict of interest.
(b)
A violation of criminal law, unless the director had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.
(c)
A transaction from which the director derived an improper personal profit.
(d)
Willful misconduct.
(2)
Articles of incorporation may limit. A bank may limit the immunity provided under this section by its articles of incorporation. A limitation under this subsection applies if the cause of action against a director accrues while the limitation is in effect.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0620 - Officers.

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 directors. However, a duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.
(3)
Senior executive officer. The senior executive officer in charge of conducting business shall be chosen from the board of directors.
(4)
Multiple offices. An individual may simultaneously hold more than one office in a bank.
(5)
Ineligibility for office. An individual who has been previously convicted of any crime under federal or state banking laws may not be elected an officer of a bank.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0621 - Duties of officers.

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 board of directors to prescribe the duties of other officers.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0622 - Resignation and removal of officers.

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 bank accepts the later effective date. If a resignation is effective at a later date, the bank's board of directors may fill the pending vacancy before the effective date, if the board of directors provides that the successor may not take office until the effective date.
(2)
Removal. The board of directors may remove an officer and, unless restricted by the bylaws or by the board of directors, an officer may remove an officer or assistant officer appointed by that officer under s. 221.0620 (2), at any time, with or without cause and notwithstanding the contract rights, if any, of the officer removed.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0623 - Contract rights of officers.

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 provided by any contract between the officer and the bank or otherwise provided by law.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0625 - Loans to bank officials; penalty.

221.0625
Loans to bank officials; penalty.
(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 to that person exceeds the higher of $25,000 or 5 percent of the bank's capital, without prior approval of the bank's board of directors. Prior approval of the bank's board of directors is also required in all cases when a loan aggregated with all other extensions of credit to the officer or director exceeds $500,000. A bank's board of directors may give prior approval to a line of credit to an officer or director, and prior approval by the bank's board of directors is not required for each advance made to the officer or director pursuant to the preapproved line of credit.
(2)
Penalty. An officer or director of a bank who, in violation of this section, directly or indirectly does any of the following is guilty of a Class F felony:
(a)
Borrows or otherwise procures for personal use money, funds or property of the bank.
(b)
Procures money, funds or property of the bank through use of personal credit or accommodation of another person.
(c)
Procures money, funds or property of the bank by acceptance for discount at the bank of any note, bond or evidence of debt that he or she knows or has reason to know is worth less than the price at which it is accepted as an asset.
History:  1995 a. 336; 1997 a. 283; 2001 a. 109.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0626 - Definitions applicable to indemnification and insurance provisions.

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 bank, is or was serving at the bank's request as a director, officer, partner, trustee, member of any governing or decision-making committee, manager, employee or agent of another bank, corporation, limited liability company, partnership, joint venture, trust or other enterprise.
(c)
An individual who, while a director or officer of a bank, is or was serving an employee benefit plan because his or her duties to the bank also impose duties on, or otherwise involve services by, the person to the plan or to participants in or beneficiaries of the plan.
(d)
Unless the context requires otherwise, the estate or personal representative of a director or officer of a bank.
(2)
“Expenses" include fees, costs, charges, disbursements, attorney fees and any other expenses incurred in connection with a proceeding.
(3)
“Liability" includes the obligation to pay a judgment, settlement, forfeiture, or fine, including an excise tax assessed with respect to an employee benefit plan, plus costs, fees, and surcharges imposed under ch. 814, and reasonable expenses.
(4)
“Party" includes an individual who was or is, or who is threatened to be made, a named defendant or respondent in a proceeding.
(5)
“Proceeding" means any threatened, pending or completed civil, criminal, administrative or investigative action, suit, arbitration or other proceeding, whether formal or informal, which involves foreign, federal, state or local law and which is brought by or in the right of the bank or by any other person.
History:  1995 a. 336; 2003 a. 139.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0627 - Mandatory indemnification.

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 the proceeding if the director or officer was a party because he or she is a director or officer.
(2)
When unsuccessful in defense of a proceeding.
(a)
In cases not included under sub. (1), a bank shall indemnify a director or officer against liability incurred by the director or officer in a proceeding to which the director or officer was a party because he or she is a director or officer, unless liability was incurred because the director or officer breached or failed to perform a duty that he or she owes to the bank and the breach or failure to perform constitutes any of the following:
1.
A willful failure to deal fairly with the bank or its shareholders in connection with a matter in which the director or officer has a material conflict of interest.
2.
A violation of a criminal law, unless the director or officer had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful.
3.
A transaction from which the director or officer derived an improper personal profit.
4.
Willful misconduct.
(b)
Determination of whether indemnification is required under this subsection shall be made under s. 221.0631.
(c)
The termination of a proceeding by judgment, order, settlement or conviction, or upon a plea of no contest or an equivalent plea, does not, by itself, create a presumption that indemnification of the director or officer is not required under this subsection.
(3)
How indemnification may be sought. A director or officer who seeks indemnification under this section shall make a written request to the bank.
(4)
Limits on mandatory indemnification.
(a)
Indemnification under this section is not required to the extent limited by the articles of incorporation under s. 221.0628.
(b)
Indemnification under this section is not required if the director or officer has previously received indemnification or allowance of expenses from any person, including the bank, in connection with the same proceeding.
(c)
Indemnification under this section is not required to the extent expressly prohibited by other provisions of this chapter, ch. 220 or applicable federal law or in connection with an administrative proceeding or action instituted under ch. 220 which results in a final order against the officer or director under s. 220.04 (4), (9) or (10).
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0628 - Bank may limit indemnification.

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 constitute a limitation on the bank's obligation to indemnify under s. 221.0627. A limitation under this section applies if the first alleged act or omission of a director or officer for which indemnification is sought occurred while the limitation was in effect.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0629 - Allowance of expenses as incurred.

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 of good faith belief. A written affirmation of his or her good faith belief that he or she has not breached or failed to perform his or her duties to the bank.
(2)
Undertaking to repay. A written undertaking, executed personally or on his or her behalf, to repay the allowance and, if required by the bank, to pay reasonable interest on the allowance to the extent that it is ultimately determined under s. 221.0631 that indemnification under s. 221.0627 (2) is not required and that indemnification is not ordered by a court under s. 221.0630 (2) (b). The undertaking under this subsection shall be an unlimited general obligation of the director or officer and may be accepted without reference to his or her ability to repay the allowance. The undertaking may be secured or unsecured.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0630 - Court-ordered indemnification.

221.0630
Court-ordered indemnification.
(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 conducting the proceeding or to another court of competent jurisdiction. Application shall be made for an initial determination by the court under s. 221.0631 (5) or for review by the court of an adverse determination under s. 221.0631 (1), (2), (3), (4) or (6). After receipt of an application, the court shall give any notice that it considers necessary.
(2)
When to be ordered by court. The court shall order indemnification if it determines any of the following:
(a)
That the director or officer is entitled to indemnification under s. 221.0627. If the court also determines that the bank unreasonably refused the director's or officer's request for indemnification, the court shall order the bank to pay the director's or officer's reasonable expenses incurred to obtain the court-ordered indemnification.
(b)
That the director or officer is fairly and reasonably entitled to indemnification in view of all the relevant circumstances, regardless of whether indemnification is required under s. 221.0627.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0631 - Determination of right to indemnification.

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 the following means for determining his or her right to indemnification:
(1)
Board or committee vote. By a majority vote of a quorum of the board of directors consisting of directors who are not at the time parties to the same or related proceedings. If a quorum of disinterested directors cannot be obtained, by majority vote of a committee duly appointed by the board of directors and consisting solely of 2 or more directors who are not at the time parties to the same or related proceedings. Directors who are parties to the same or related proceedings may participate in the designation of members of the committee.
(2)
Independent legal counsel. By independent legal counsel selected by a quorum of the board of directors or its committee in the manner prescribed in sub. (1) or, if unable to obtain such a quorum or committee, by a majority vote of the full board of directors, including directors who are parties to the same or related proceedings.
(3)
Panel of arbitrators. By a panel of 3 arbitrators consisting of one arbitrator selected by those directors entitled under sub. (2) to select independent legal counsel, one arbitrator selected by the director or officer seeking indemnification and one arbitrator selected by the 2 arbitrators previously selected.
(4)
Shareholder vote. By an affirmative vote of shares as provided in s. 221.0501. Shares owned by, or voted under the control of, persons who are at the time parties to the same or related proceedings, whether as plaintiffs or defendants or in any other capacity, may not be voted in making the determination.
(5)
Court order. By a court under s. 221.0630.
(6)
Other methods. By any other method provided for in any additional right to indemnification permitted under s. 221.0634.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0632 - Indemnification and allowance of expenses of employees and agents.

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 otherwise in defense of a proceeding, for all reasonable expenses incurred in the proceeding if the employee was a party because he or she was an employee of the bank.
(2)
Permitted indemnification. Except as provided in sub. (3), in addition to the indemnification required by sub. (1), a bank may indemnify and allow reasonable expenses of an employee or agent who is not a director or officer to the extent provided by the articles of incorporation or bylaws, by general or specific action of the board of directors or by contract.
(3)
Prohibited indemnification. A bank may not indemnify or allow reasonable expenses of an employee or agent who is not a director or officer if the indemnification or allowance is expressly prohibited by s. 221.0803, by other provisions of this chapter or by applicable federal law or in connection with an administrative proceeding or action instituted under ch. 220 which results in a final order against an officer or director under s. 220.04 (4), (9) or (10).
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0633 - Insurance.

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 under s. 220.04 (4), (9) or (10), a bank may purchase and maintain insurance on behalf of the employee, agent, director or officer against liability asserted against or incurred by the individual in his or her capacity as an employee, agent, director or officer or arising from his or her status as an employee, agent, director or officer, regardless of whether the bank is required or authorized to indemnify or allow expenses to the individual against the same liability under ss. 221.0627, 221.0629, 221.0632 and 221.0634.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0634 - Additional rights to indemnification and allowance of expenses.

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 proceeding or action instituted under ch. 220 which results in a final order against an officer or director under s. 220.04 (4), (9) or (10), ss. 221.0627 and 221.0629 do not preclude any additional right to indemnification or allowance of expenses that a director or officer may have under any of the following:
(a)
The articles of incorporation or bylaws.
(b)
A written agreement between the director or officer and the bank.
(c)
A resolution of the board of directors.
(d)
A resolution that is adopted, after notice, by a majority vote of all of the bank's voting shares then issued and outstanding.
(2)
When additional rights prohibited. Regardless of the existence of an additional right under sub. (1), the bank may not indemnify a director or officer, or permit a director or officer to retain any allowance of expenses, unless it is determined by or on behalf of the bank that the director or officer did not breach or fail to perform a duty that he or she owes to the bank which constitutes conduct under s. 221.0627 (2) (a) 1., 2., 3. or 4. A director or officer who is a party to the same or related proceeding for which indemnification or an allowance of expenses is sought may not participate in a determination under this subsection.
(3)
Reimbursement of certain expenses. Sections 221.0626 to 221.0635 do not affect a bank's power to pay or reimburse expenses incurred by a director or officer in any of the following circumstances:
(a)
As a witness in a proceeding to which he or she is not a party.
(b)
As a plaintiff or petitioner in a proceeding because he or she is or was an employee, agent, director or officer.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0635 - Indemnification and insurance against securities law claims.

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 regulation described under sub. (2) to the extent required or permitted under ss. 221.0626 to 221.0634.
(2)
Applicability. Sections 221.0626 to 221.0634 apply, to the extent applicable to any other proceeding, to any proceeding involving a federal law or regulation or a state law or rule that regulates the offer, sale or purchase of securities, securities brokers or dealers, or investment companies or investment advisors.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0636 - Theft.

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 of the board of directors, issue or put forth a certificate of deposit, draw an order or bill of exchange or make an acceptance, assign a note, bond, draft, bill of exchange, mortgage, judgment or decree.
3.
Make a false entry in a book, report or statement of the bank with intent to injure or defraud the bank or any person, or to deceive an officer of the bank, an agent appointed to examine the affairs of the bank, or any other person.
(b)
A person may not intentionally aid or abet a violation of par. (a).
(2)
Penalty. Any person who violates sub. (1) is guilty of a Class H felony.
History:  1995 a. 336; 1997 a. 283; 2001 a. 109.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0637 - Bank officers and employees not to take commissions.

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 thing of material value, from any person in consideration of the bank of which he or she is an officer, director, agent or employee, doing any of the following:
(a)
Loaning any money to a person.
(b)
Buying or discounting a note, bond, draft, or bill of exchange from the person.
(c)
Accepting any draft for, or issuing any letter of credit to, the person.
(2)
Penalties. Any person who violates sub. (1) is guilty of a Class I felony.
History:  1995 a. 336; 1997 a. 283; 2001 a. 109.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0701 - Interest exchange.

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, approves a plan of interest exchange and its shareholders also approve a plan of interest exchange. This section does not limit the power of a corporation or bank to acquire all or part of the shares of one or more classes or series of a bank through a voluntary exchange or otherwise. Application for approval of an interest exchange shall be made to the division on a form prescribed by the division. The application shall be accompanied by a fee established by the division.
History:  1995 a. 336; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0704 - Interim banks.

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 this chapter for consolidation or merger of a bank. The division shall promulgate rules providing for a simple process for the organization of interim banks under this chapter. The rules shall permit the organization of an interim bank with a minimum of one director.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0705 - Definitions.

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 or bank of the share exchange.
(2)
“Beneficial shareholder" means a person who is a beneficial owner of shares held by a nominee as the shareholder.
(3)
“Dissenter" means a shareholder or beneficial shareholder who is entitled to dissent from corporate action under s. 221.0706 and who exercises that right when and in the manner required by ss. 221.0709 to 221.0716.
(4)
“Fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless the exclusion would be inequitable.
(5)
“Interest" means interest from the effectuation date of the corporate action until the date of payment, at a rate that is fair and equitable under all of the circumstances.
(6)
“Issuer bank" means a bank that is the issuer of the shares held by a dissenter before the corporate action.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0706 - Right to dissent.

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 the issuer bank is a party.
(b)
Consummation of a plan of share exchange if the issuer bank's shares will be acquired, and the shareholder or the shareholder holding shares on behalf of the beneficial shareholder is entitled to vote on the plan.
(c)
Except as provided in sub. (2), any other corporate action taken pursuant to a shareholder vote to the extent that the articles of incorporation, the bylaws or a resolution of the board of directors provides that the voting or nonvoting shareholder or beneficial shareholder may dissent and obtain payment for his or her shares.
(2)
Permissive dissenters' rights. The articles of incorporation may allow a shareholder or beneficial shareholder to dissent from an amendment of the articles of incorporation and obtain payment of the fair value of his or her shares if the amendment materially and adversely affects rights in respect of a dissenter's shares because it does any of the following:
(a)
Alters or abolishes a preferential right of the shares.
(b)
Creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares.
(c)
Alters or abolishes a preemptive right of the holder of shares to acquire shares or other securities.
(d)
Excludes or limits the right of the shares to vote on any matter or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights.
(e)
Reduces the number of shares owned by the shareholder or beneficial shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under s. 221.0506.
(3)
Rights of dissenter. A shareholder or beneficial shareholder entitled to dissent and obtain payment for his or her shares under ss. 221.0701 to 221.0718 may not challenge the corporate action creating his or her entitlement unless the action is unlawful or fraudulent with respect to the shareholder, beneficial shareholder or issuer bank.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0707 - Dissent by shareholders and beneficial shareholders.

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 beneficially owned by any one person and notifies the bank in writing of the name and address of each person on whose behalf he or she asserts dissenters' rights. The rights of a shareholder, who asserts dissenters' rights under this subsection as to fewer than all of the shares registered in his or her name, are determined as if the shares as to which he or she dissents and his or her other shares were registered in the names of different shareholders.
(2)
Rights of beneficial shareholders. A beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf only if the beneficial shareholder does all of the following:
(a)
Submits to the bank the shareholder's written consent to the dissent not later than the time that the beneficial shareholder asserts dissenters' rights.
(b)
Submits the consent under par. (a) with respect to all shares of which he or she is the beneficial shareholder.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0708 - Notice of dissenters' rights.

221.0708
Notice of dissenters' rights.
(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 shareholders are or may be entitled to assert dissenters' rights under ss. 221.0701 to 221.0718 and shall be accompanied by a copy of those sections.
(2)
Action without shareholder vote. If corporate action creating dissenters' rights under s. 221.0706 is authorized without a vote of shareholders, the bank shall notify, in writing and in accordance with s. 221.0103, all shareholders entitled to assert dissenters' rights that the action was authorized and send them the dissenters' notice described in s. 221.0710.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0709 - Notice of intent to demand payment.

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 dissenters' rights shall do all of the following:
(a)
Deliver to the issuer bank before the vote is taken written notice that complies with s. 221.0103 of the shareholder's or beneficial shareholder's intent to demand payment for his or her shares if the proposed action is effectuated.
(b)
Refrain from voting his or her shares in favor of the proposed action.
(2)
Failure to comply. A shareholder or beneficial shareholder who fails to comply with sub. (1) is not entitled to payment for his or her shares under ss. 221.0701 to 221.0718.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0710 - Dissenters' notice.

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 s. 221.0709 (1).
(2)
Timing and content of notice. The dissenters' notice shall be sent no later than 10 days after the corporate action is authorized at a shareholders' meeting or without a vote of shareholders, whichever is applicable, and all necessary regulatory approvals are obtained. The dissenters' notice shall comply with s. 221.0103 and shall include or have attached all of the following:
(a)
A statement indicating where the shareholder or beneficial shareholder must send the payment demand and where and when certificates for certificated shares must be deposited.
(b)
For holders of uncertificated shares, an explanation of the extent to which transfer of the shares will be restricted after the payment demand is received.
(c)
A form for demanding payment that includes the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action and that requires the shareholder or beneficial shareholder asserting dissenters' rights to certify whether he or she acquired beneficial ownership of the shares before that date.
(d)
A date by which the bank must receive the payment demand, which may not be fewer than 30 days nor more than 60 days after the date on which the dissenters' notice is delivered.
(e)
A copy of ss. 221.0701 to 221.0718.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0711 - Duty to demand payment.

221.0711
Duty to demand payment.
(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 described in s. 221.0710, must demand payment in writing and certify whether he or she acquired beneficial ownership of the shares before the date specified in the dissenters' notice under s. 221.0710 (2) (c). A shareholder or beneficial shareholder with certificated shares must also deposit his or her certificates in accordance with the terms of the notice.
(2)
Effect of demand on holders of certificated shares. A shareholder or beneficial shareholder with certificated shares who demands payment and deposits his or her share certificates under sub. (1) retains all other rights of a shareholder or beneficial shareholder until these rights are canceled or modified by the effectuation of the corporate action.
(3)
Effect of failure to demand. A shareholder or beneficial shareholder with certificated or uncertificated shares who does not demand payment by the date set in the dissenters' notice, or a shareholder or beneficial shareholder with certificated shares who does not deposit his or her share certificates where required and by the date set in the dissenters' notice, is not entitled to payment for his or her shares under ss. 221.0701 to 221.0718.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0712 - Restriction on uncertificated shares.

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 restrictions released under s. 221.0714.
(2)
Effect of demand on holders of uncertificated shares. The shareholder or beneficial shareholder who asserts dissenters' rights as to uncertificated shares retains all of the rights of a shareholder or beneficial shareholder, other than those restricted under sub. (1), until these rights are canceled or modified by the effectuation of the corporate action.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0713 - Payment.

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 amount that the bank estimates to be the fair value of his or her shares, plus accrued interest.
(2)
Material to accompany payment. The payment shall be accompanied by all of the following:
(a)
The bank's latest available financial statements, including a balance sheet as of the end of a fiscal year ending not more than 16 months before the date of payment, an income statement for that year, a statement of changes in shareholders' equity for that year and the latest available interim financial statements, if any.
(b)
A statement of the bank's estimate of the fair value of the shares.
(c)
An explanation of how the interest was calculated.
(d)
A statement of the dissenter's right to demand payment under s. 221.0716 if the dissenter is dissatisfied with the payment.
(e)
A copy of ss. 221.0701 to 221.0718.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0714 - Failure to take action.

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 restrictions imposed on uncertificated shares.
(2)
Action taken at a later date. If, after returning deposited certificates and releasing transfer restrictions, the issuer bank effectuates the corporate action, the bank shall deliver a new dissenters' notice under s. 221.0710 and repeat the payment demand procedure.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0715 - After-acquired shares.

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. 221.0710 (2) (c) as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.
(2)
Payment. To the extent that the bank elects to withhold payment under sub. (1) after effectuating the corporate action, the bank shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his or her demand. The bank shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter's right to demand payment under s. 221.0716 if the dissenter is dissatisfied with the offer.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0716 - Procedure if dissenter is dissatisfied with payment or offer.

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 payment of his or her estimate, less any payment received under s. 221.0713, or reject the offer under s. 221.0715 and demand payment of the fair value of his or her shares and interest due, if any of the following applies:
(a)
The dissenter believes that the amount paid under s. 221.0713 or offered under s. 221.0715 is less than the fair value of his or her shares or that the interest due is incorrectly calculated.
(b)
The bank fails to make payment under s. 221.0715 within 60 days after the date set under s. 221.0710 for demanding payment.
(c)
The issuer bank, having failed to effectuate the corporate action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set under s. 221.0710 for demanding payment.
(2)
Waiver of rights. A dissenter waives his or her right to demand payment under this section unless the dissenter notifies the bank of his or her demand under sub. (1) in writing within 30 days after the bank makes or offers payment for his or her shares. The notice shall comply with s. 221.0103.
History:  1995 a. 336.
2023 Wisconsin Statutes & Annotations › Chapter 221 - State banks. › 221.0717 - Court action.

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 value of the shares and accrued interest. If the bank does not bring the special proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.
(2)
Where proceeding to be brought. The bank shall bring the special proceeding in the circuit court for the county where its principal office or, if none in this state, its registered office is located. If the bank is a foreign bank without a registered office in this state, it shall bring the special proceeding in the county in this state in which was located the registered office of the issuer bank that merged with or whose shares were acquired by the foreign bank.
(3)
Parties to the proceeding. The bank shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the special proceeding. Each party to the special proceeding shall be served with a copy of the petition as provided in s. 801.14.
(4)
Jurisdiction. The jurisdiction of the court in which the special proceeding is brought under sub. (2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. An appraiser has the power described in the order appointing him or her or in any amendment to the order. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.
(5)
Judgments. Each dissenter made a party to the special proceeding is entitled to judgment for any of the following:
(a)
The amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the bank.
(b)
The fair value, plus accrued interest, of his or her shares acquired on or after the date specified in the dissenters' notice under s. 221.0710 (2) (c), for which the bank elected to withhold payment under s. 221.0715.
History:  1995 a. 336; 1999 a. 83.