221.0614 Quorum and voting.
(1) Quorum requirements generally.
(a) Unless the articles of incorporation or bylaws require a greater or, under sub. (2), a lesser number, and except as provided in par. (b) or in s. 221.0619 (4), a quorum of a board of directors shall consist of a majority of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) When the number of directors specified or fixed in accordance with the articles of incorporation or bylaws exceeds 9, the directors may, for a period of not to exceed 6 months during any one year, designate by resolution 9 directors, any 5 of whom shall constitute a quorum.
(c) Unless the articles of incorporation or bylaws require a greater, or under sub. (2) a lesser number, and except as provided in s. 221.0619 (4), a quorum of a committee of the board of directors created under s. 221.0615 consists of a majority of the number of directors appointed to serve on the committee.
(2) Minimum quorum requirements.
(a) The articles of incorporation or bylaws may authorize a quorum of a board of directors to consist of no fewer than one-third of the number of directors specified in or fixed in accordance with the articles of incorporation or bylaws.
(b) The articles of incorporation or bylaws may authorize a quorum of a committee of the board of directors created under s. 221.0615 to consist of no fewer than one-third of the number of directors appointed to serve on the committee.
(3) Voting requirements generally. Except as provided in ss. 221.0615 (3) and (4), 221.0619 (4) and 221.0631 (1) and (2), if a quorum is present when a vote is taken, the affirmative vote of a majority of directors present is the act of the board of directors or a committee of the board of directors created under s. 221.0615, unless the articles of incorporation or bylaws require the vote of a greater number of directors.
(4) When assent given.
(a) Except as provided in par. (b), a director who is present and is announced as present at a meeting of the board of directors or a committee of the board of directors created under s. 221.0615, when corporate action is taken assents to the action taken unless any of the following occurs:
1. The director objects at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting.
2. The director dissents or abstains from an action taken and minutes of the meeting are prepared that show the director's dissent or abstention from the action taken.
3. The director delivers written notice that complies with s. 221.0103 of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the bank immediately after adjournment of the meeting.
4. The director dissents or abstains from an action taken, minutes of the meeting are prepared that fail to show the director's dissent or abstention from the action taken and the director delivers to the bank a written notice of that failure that complies with s. 221.0103 promptly after receiving the minutes.
(b) A director who votes in favor of action taken may not dissent or abstain from that action.
History: 1995 a. 336.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
221.0203 - Certificate of authority.
221.0204 - Temporary organization.
221.0206 - Articles of incorporation.
221.0209 - Prohibition on transacting business.
221.0210 - Publication of charter.
221.0211 - Amendment of articles of incorporation.
221.0212 - Restated articles of incorporation.
221.0214 - Amendment of bylaws by board of directors or shareholders.
221.0217 - Reorganization of a state bank as a national bank.
221.0218 - Reorganization of a national bank as a state bank.
221.0219 - Conversion of a credit union to a state bank.
221.0302 - Branch banks and other facilities.
221.0303 - Customer bank communications terminals.
221.0305 - Memberships and investments in federal reserve bank.
221.0306 - Memberships and investments in federal home loan bank.
221.0307 - Memberships and investments in other state and federal agencies.
221.0308 - Benefits under federal law; Federal Deposit Insurance Corporation.
221.0309 - Investments in international banking and financial institutions.
221.0310 - Federal National Mortgage Association.
221.0311 - Investments in agricultural credit corporations.
221.0312 - Investments in development companies.
221.0313 - Information to division; stock holdings.
221.0314 - Sale of U.S. bonds.
221.0315 - Insurance activities.
221.0317 - Securitization of assets.
221.0318 - Notes and debentures.
221.0320 - Limit of loans and investments.
221.0321 - Other loans and investments.
221.0322 - Additional banking authority.
221.0323 - Bank purchase of its own stock.
221.0324 - Assets not to be pledged as security.
221.0329 - Savings promotion prize programs.
221.0404 - Deceptive or misleading use of bank name, logo, or symbol.
221.0501 - Quorum and voting requirements for voting groups.
221.0502 - Greater or lower quorum or greater voting requirements.
221.0503 - Bylaw fixing quorum or voting requirements for shareholders.
221.0504 - Number of shareholders.
221.0505 - Issued and outstanding shares.
221.0508 - Form and content of certificates.
221.0509 - Restriction on transfer of shares and other securities.
221.0513 - Shareholder action without a meeting.
221.0515 - Disclosure to shareholders.
221.0518 - Shareholders' list for meeting.
221.0520 - Shares held by nominees.
221.0521 - Acceptance of instruments showing shareholder action.
221.0522 - Voting for directors; cumulative voting.
221.0525 - Shares of stock, when not transferable.
221.0526 - Stock control of bank or trust company bank by other corporation.
221.0601 - Requirement for and duties of board of directors.
221.0602 - Qualifications of directors.
221.0603 - Number and election of directors.
221.0604 - Election of directors by certain classes of shareholders.
221.0605 - Terms of directors generally.
221.0606 - Staggered terms of directors.
221.0607 - Resignation of directors.
221.0608 - Removal of directors by shareholders.
221.06105 - Board action without a meeting.
221.0611 - Response to examination.
221.0616 - Reliance by directors or officers.
221.0617 - Consideration of interests in addition to shareholders' interests.
221.0618 - Limited liability of directors.
221.0619 - Director conflict of interest.
221.0621 - Duties of officers.
221.0622 - Resignation and removal of officers.
221.0623 - Contract rights of officers.
221.0624 - Signature of officers.
221.0625 - Loans to bank officials; penalty.
221.0626 - Definitions applicable to indemnification and insurance provisions.
221.0627 - Mandatory indemnification.
221.0628 - Bank may limit indemnification.
221.0629 - Allowance of expenses as incurred.
221.0630 - Court-ordered indemnification.
221.0631 - Determination of right to indemnification.
221.0632 - Indemnification and allowance of expenses of employees and agents.
221.0634 - Additional rights to indemnification and allowance of expenses.
221.0635 - Indemnification and insurance against securities law claims.
221.0637 - Bank officers and employees not to take commissions.
221.0702 - Consolidation or merger of banks.
221.0703 - Cancellation of charter of merged bank.
221.0707 - Dissent by shareholders and beneficial shareholders.
221.0708 - Notice of dissenters' rights.
221.0709 - Notice of intent to demand payment.
221.0710 - Dissenters' notice.
221.0711 - Duty to demand payment.
221.0712 - Restriction on uncertificated shares.
221.0714 - Failure to take action.
221.0715 - After-acquired shares.
221.0716 - Procedure if dissenter is dissatisfied with payment or offer.
221.0718 - Court costs and counsel fees.
221.0802 - Banks may be placed in hands of division.
221.0803 - Charter, how forfeited.
221.0901 - Acquisitions of banks and bank holding companies.
221.0903 - In-state branches maintained by out-of-state banks.
221.0904 - Out-of-state banks establishing branches.
221.1005 - Refusal to permit inspection.
221.1006 - Fees for certified copies.
221.1007 - Legal process; how served.
221.1101 - Bank service corporations.