Wisconsin Administrative Code › Department of Financial Institutions › DFI-SL 1-22 - Department of Financial Institutions-Savings & Loan › Chapter DFI-SL 10 - Bylaws › Section DFI-SL 10.02 - Bylaws of capital stock associations

Current through June 24, 2024
The following form of bylaws is approved for use by each
				  stock association:
BYLAWS OF THE
(Full name of the association)
1.01
HOME OFFICE.
The home
				office of the association is located at in County, Wisconsin.
2.01
APPLICABILITY OF GENERAL
				CORPORATE LAWS.
To the extent that its provisions do not conflict with
				the association's articles of incorporation, these bylaws, or the laws of this
				state specifically governing capital stock savings and loan associations,
				chapter 180 of the Wisconsin Statutes applies to this association and the
				association's operation.
3.01
MEETINGS OF STOCKHOLDERS.
(1)
Place Of Meeting.
Annual and special meetings of stockholders
				of the association will be held in the state of Wisconsin at a time and place
				to be designated by the board of directors and stated in the notice of the
				meeting.
(2)
Annual
				Meeting.
The annual meeting of stockholders of the association for the
				election of directors and the transaction of other business of the association
				will be held at a time and date within 120 days after the end of the fiscal
				year as may be fixed by the board of directors. Directors will be elected by
				majority vote of stockholders present in person or by proxy. If the date fixed
				for the annual meeting is a legal holiday in this state, the annual meeting
				will be held on the next succeeding business day.
(3)
Special Meetings.
Special meetings of stockholders may be called at any time by the chairperson
				of the board or the president. Upon written request of the holders of at least
				10 percent of the shares entitled to vote at the meeting or of a majority of
				the board of directors, the secretary of the association, 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. 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 association's
				home office and addressed to the secretary.
(4)
Notice Of Meetings.
Written notice of all meetings of the stockholders stating the date, time and
				place of the meeting will be given to each stockholder of record entitled to
				vote not less than 10 or more than 50 days before the date of the meeting.
				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.
(5)
Quorum.
A majority of the shares entitled to vote, represented
				in person or by proxy, constitutes a quorum at a meeting of shareholders. If a
				quorum is present, the affirmative vote of the majority of the shares
				represented at the meeting and entitled to vote on the subject matter is the
				act of the shareholders, 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 from time to time without
				further notice. If a quorum is present at the adjourned meeting, any business
				may be transacted which might have been transacted at the meeting as originally
				noticed. 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 after 11 months
				from the date of its execution unless otherwise provided in the proxy. Each
				proxy must be in writing and signed by the stockholder or a duly authorized
				attorney in fact. The board of directors will appoint the persons to vote the
				proxies solicited by the association's management and may establish rules
				regarding the validity of a proxy. A proxy may be revoked by delivery of a
				subsequently dated proxy; delivery of a written notice of revocation to the
				association's secretary; or voting in person at a meeting.
(7)
Conduct Of Stockholders
				Meetings.
All meetings of the stockholders 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 meeting. The secretary of the association will act as
				secretary of all stockholder meetings, but in the absence of the secretary
				another person will be appointed by the presiding officer to act in that
				capacity.