Wisconsin Administrative Code › Department of Financial Institutions › DFI-SB 1-22 - Department of Financial Institutions-Savings Banks › Chapter DFI-SB 10 - Bylaws › Section DFI-SB 10.01 - Bylaws of a mutual savings bank

Current through June 24, 2024
The following form of bylaws is approved for use by each
				  mutual savings bank:
BYLAWS OF THE
(Full name of savings bank)
1.01
Home office.
The home
				office of the savings bank is located at in County, Wisconsin.
2.01
Membership.
Each person
				holding a deposit account in the savings bank is a member of the savings bank.
				The rights of membership are subject to these bylaws, the savings bank's
				articles of incorporation, the Wisconsin statutes, administrative rules and
				such resolutions as the savings bank's board of directors may adopt which are
				consistent with the bylaws, articles, statutes and rules.
3.01
Meetings of members.
(1) Place of meetings. Annual and special
				meetings shall be held at the savings bank's home office or at another place in
				the same county determined by the board of directors if specifically designated
				in the notice of meeting.
(2) ANNUAL
				MEETING. The annual meeting of members of the savings bank for the election of
				directors and the transaction of any other business will be held on each year
				(which must be within 120 days after the end of the fiscal year). If the date
				specified is a legal holiday in this state, the annual meeting will be held the
				next business day.
(3) SPECIAL
				MEETINGS. Special meetings of members may be called at any time by the
				chairperson of the board, the president, the board of directors or the division
				of banking, or upon the written request of members of record holding at least
				20% of the eligible votes. In the latter situation, the secretary of the
				savings bank, or a person designated to act in the secretary's absence, will
				call a special meeting to be held within 60 days after delivery of the request.
				The division may call a special meeting with not less than seven days written
				or oral notice. All requests for special meetings must indicate the purpose of
				the meeting. Written requests for special meetings must be delivered to the
				savings bank's home office and addressed to its secretary.
(4) CONDUCT OF MEMBERS' MEETINGS. All
				members' meetings will be conducted in accordance with the most recent
				available edition of Robert's Rules of Order unless other written procedural
				rules are adopted by the members or by the board of directors and copies are
				available to the members. The chief executive officer, or in his or her
				absence, an officer designated by resolution of the board of directors, or in
				the absence of such designation, any person chosen by the members present, will
				preside over the meeting. The secretary of the savings bank will act as
				secretary of all members' meetings, but in his or her absence, another person
				will be appointed by the presiding officer to act in that capacity.
(5) NOTICE OF MEMBERS' MEETINGS. The
				secretary will cause notice of the place, day, hour and purpose of a meeting of
				members to be given at least 10 days but not more than 40 days before the
				meeting by: (a) mailing a notice to each member at the member's last known post
				office address as shown on the books of the savings bank; or (b) publishing the
				notice in a newspaper of general circulation in each community in which the
				savings bank maintains an office. In addition, the notice will be posted in a
				conspicuous place in each of the savings bank's offices during the 10 days
				immediately preceding the date on which the meeting will convene. For an annual
				meeting, the notice will so state and will contain an agenda of the
				meeting.
(6) QUORUM. A quorum will
				be at least one-third of the total number of votes entitled to be cast, either
				in person or by proxy.
(7) VOTING.
				The members entitled to vote at a meeting of members are those depositors who
				were members of record at the end of a day determined by the board which shall
				be not fewer than 10 days nor more than 60 days preceding the date of the first
				day of a meeting, except persons who have since ceased to be members. Unless a
				greater number or margin of votes is required by law, the savings bank's
				articles of incorporation or these bylaws, a majority of all votes cast at a
				meeting of members determines any question.
(8) PROXIES. Members may vote in person or by
				written proxy. All proxies solicited by the savings bank's board of directors
				or given to the board, a committee established by the board of directors, or an
				individual designated by the board of directors, shall be voted as directed by
				a majority vote of the savings bank's entire board of directors.
(9) NEW BUSINESS. Any new business proposed
				to be conducted at an annual meeting of members must be stated in writing and
				the writing must be delivered to the savings bank's home office, addressed to
				its secretary, at least 20 days before the meeting. All new business so stated
				and delivered will be considered at the annual meeting, but no other proposal
				may be acted upon. No new business may be acted upon at a special meeting
				unless that business has been stated in the notice of the special
				meeting.