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 10.04 - Optional anti-takeover provisions for mutual savings bank

Current through June 24, 2024
A mutual savings bank may adopt any or all of the following
				  bylaw provisions instead of the language provided in s. DFI-SB 10.01:
(1)
Calling a special
				meeting.
Instead of bylaw s. 3.01(3), substitute the following: "(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, the division
				of banking in the department of financial institutions and loan or upon the
				written request of at least 20% of the members of record. 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 7 days written or oral notice. Such request by members shall include
				the members' account numbers for identification purposes, signature, and date
				of signature. All requests for special meetings must indicate the purpose for
				which the meeting is to be called. Written requests for special meetings must
				be delivered to the savings bank's home office and addressed to its secretary
				and shall be signed within the 60 day period immediately preceding
				delivery."
(2)
Limitation on
				the voting of proxies.
Instead of bylaw s. 3.01(8), substitute the
				following: "(8) Proxies. Members may vote in person or by written proxy. All
				proxies solicited by the savings bank's board of directors and 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 except that a four-fifths
				vote of the entire board of directors shall be required to exercise proxies in
				favor of a resolution to amend or repeal and recreate the bylaws."
(3)
Proxy solicitation.
Add
				the following language to bylaw s. 3.01(8): "Except for the board of directors
				or its designee, any individual or other person or entity that wishes to
				solicit the proxies of five or more members of the savings bank must first
				deliver written notice of intent to so solicit to the home office of the
				savings bank, addressed to the secretary, at least sixty days prior to
				commencing the solicitation. Said notice must contain the specific purpose of
				such solicitation."
(4)
Board members' terms.
Instead of bylaw s.
				4.01(1)
				(b), substitute the following: "(b)
Term.
The term of each director is five years, or until his or
				her death, resignation, removal or a successor is elected and qualified. The
				terms of directors will be staggered in a manner that will provide for the
				election of approximately one-fifth of the board of directors each
				year."
(5)
Directors' vote
				on merger, liquidation or conversion to stock form.
Add a bylaw s.
				4.01(2)
				(f) reading: "(f)
Vote on merger or
				change in form.
The affirmative vote of four-fifths of the directors
				present at a meeting at which a quorum is present shall be required to make a
				resolution an effective act of the board if such resolution approves a change
				in the form of governance of the savings bank to any form other than that of a
				mutual savings bank, or if such resolution approves an absorption of or by the
				savings bank, a liquidation, or a merger of the savings bank with another
				institution."
(6)
Members
				amending the bylaws.
Instead of bylaw s.
				11.01(1),
				substitute the following: "11.01 Amendments. (1) By members. The members of the
				savings bank may amend these bylaws or repeal them and adopt new bylaws by the
				affirmative vote of a majority of all votes cast at a meeting of members. The
				effective date of changes to the bylaws approved by members as provided herein
				shall be three years from the date approved by the division of banking. Any
				such changes proposed by members will be considered at a meeting of members
				upon the written request of 20% of all members. Such requests shall include the
				member's account numbers for identification purposes, signature, date of
				signature and the specific change to be considered. All such requests shall be
				delivered to the secretary of the savings bank at the home office and shall be
				signed within the sixty day period immediately preceding such delivery. Said
				delivery of such requests must be at least sixty days before the members'
				meeting wherein the proposed changes will be voted on. However, if the board of
				directors approves of such changes by a four-fifths vote, the effective date
				shall be the date of approval by the division of banking."
(7)
Directors amending the
				bylaws.
Instead of bylaw s.
				11.01(2),
				substitute the following: " (2) By directors. These bylaws may be amended or
				may be repealed and new bylaws adopted by the board of directors upon an
				affirmative vote of at least four-fifths of the directors present at a meeting
				of directors at which a quorum is present."