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 10.02 - Bylaws of a stock savings bank

Current through June 24, 2024
The following form of bylaws is approved for use by each
				  stock 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
Applicability of general corporate
				laws.
To the extent that its provisions do not conflict with the savings
				bank's articles of incorporation, these bylaws, or the laws of this state
				specifically governing capital stock savings banks, ch. 180, Stats., applies to
				this savings bank and its operation.
3.01
Meetings of stockholders.
(1) PLACE OF MEETINGS. Annual and special
				meetings of stockholders of the savings bank will be held at the savings bank's
				home office or at another place in the same county if specifically designated
				in the notice of meeting. A meeting will be held on a date and at a time
				designated by the board of directors and stated in the notice of the
				meeting.
(2) ANNUAL MEETING. The
				annual meeting of stockholders of the savings bank for the election of
				directors and the transaction of other business will be held on each year
				(which must be within 120 days after the end of the fiscal year). Directors
				will be elected by majority vote of stockholders present in person or by proxy.
				If the date specified is a legal holiday in this state, the annual meeting will
				be held on the next business day.
(3) SPECIAL MEETINGS. Special meetings of
				stockholders may be called at any time by the chairperson of the board, the
				president, the division of banking, the board of directors or upon the written
				request of the stockholders of at least 20% of the outstanding stock. 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 the delivery of the request. The division may call a special
				meeting with not less than 7 days written or oral notice. All requests for
				special meetings must be delivered to the savings bank's home office and
				addressed to its secretary. Business transacted at a special meeting of
				stockholders will be limited to the purpose for which the meeting is called,
				which will be stated in the notice of the special meeting.
(4) NOTICE OF MEETINGS. Except as provided in
				sub. (3), written notice of all meetings of the stockholders shall state the
				date, time and place of the meeting and shall be given to each stockholder of
				record entitled to vote not less than 10 or more than 40 days before the date
				of the meeting. The notice shall be displayed at each office of the savings
				bank during the 10 days immediately preceding the date on which the meeting
				will convene.
(5) QUORUM. A majority
				of the shares entitled to vote, represented in person or by proxy, constitutes
				a quorum at a meeting of stockholders. If a quorum is present, stockholders may
				act by the affirmative vote of the majority of the shares present, unless the
				vote of a greater number or voting by classes is required by law or the
				articles of incorporation and, after persons who may cast a majority of votes
				are no longer present, the remaining persons present may continue to transact
				business until adjournment. If less than a quorum of the outstanding shares are
				represented at a meeting, a majority of the shares so represented may adjourn
				the meeting to a future date and time without further notice. If a quorum is
				present at the reconvened meeting, any business may be transacted which might
				have been transacted at the original adjourned meeting. If the adjournment is
				for more than 30 days, or, if after adjournment a new record date is set, a
				notice of the adjourned meeting will be given each stockholder of record
				entitled to vote at the meeting.
(6)
				STOCKHOLDER VOTING; PROXIES. Each stockholder is entitled to one vote in person
				or by proxy for each share of capital stock owned. A proxy is void ll months
				after the date of its execution unless otherwise provided in the proxy. Each
				proxy must be in writing and signed by the stockholder or an authorized
				representative. The board of directors will appoint the persons to vote the
				proxies solicited by the savings bank's management and may, by resolution,
				establish rules regarding the validity of a proxy. A proxy may be revoked by
				delivery of a subsequently dated proxy; by delivery of a written notice of
				revocation to the savings bank's secretary; or by the person granting the proxy
				appearing in person and voting at a meeting.
(7) CONDUCT OF STOCKHOLDERS' MEETINGS. All
				stockholders' 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 board of directors and are available to the
				stockholders. The chief executive officer, or in the chief executive officer's
				absence, an officer designated by the board of directors, will preside over the
				meetings. The secretary of the savings bank will act as secretary of all
				stockholder meetings, but in his or her absence, another person will be
				appointed by the presiding officer to act in that capacity.