Wisconsin Statutes & Annotations
Chapter 221 - State banks.
221.0615 - Committees.

221.0615 Committees.
(1) In general. Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees, appoint members of the board of directors to serve on the committees and designate other members of the board of directors to serve as alternates. Each committee shall have 2 or more members. Unless otherwise provided by the board of directors, members of the committee shall serve at the pleasure of the board of directors.
(2) Creation of a committee and appointment of members. Except as provided in sub. (3), the creation of a committee, appointment of members to it and designation of alternate members, if any, shall be approved by the greater of the following:
(a) A majority of all the directors in office when the action is taken.
(b) The number of directors required by the articles of incorporation or bylaws to take action under s. 221.0614.
(3) Vacancies. The board of directors may provide by resolution that any vacancies on the committee shall be filled by the affirmative vote of a majority of the remaining committee members.
(4) Applicability of certain provisions. Sections 221.0610 to 221.0613 apply to committees of a board of directors and to committee members.
(5) Authority which may be exercised by committee. To the extent specified by the board of directors or in the articles of incorporation or bylaws, each committee may exercise the authority of the board of directors, except that a committee may not do any of the following:
(a) Authorize distributions.
(b) Approve or propose to shareholders action that this chapter requires be approved by shareholders.
(c) Fill vacancies on the board of directors or, except as provided in sub. (3), on any of its committees.
(d) Amend articles of incorporation under s. 221.0211.
(e) Adopt, amend or repeal bylaws.
(f) Approve a plan of merger not requiring shareholder approval.
(g) Authorize or approve reacquisition of shares, except according to a formula or method prescribed by the board of directors.
(h) Authorize or approve the issuance or sale or contract for sale of shares, or determine the designation and relative rights, preferences and limitations of a class or series of shares, except that the board of directors may authorize a committee or a senior executive officer of the bank to do so within limits prescribed by the board of directors.
(6) Employment of consultants. Unless otherwise provided by the board of directors in creating the committee, a committee may employ counsel, accountants and other consultants to assist it in the exercise of authority.
(7) Effect on responsibility of board. The creation of a committee, delegation of authority to a committee or action by a committee does not relieve the board of directors or any of its members of any responsibility imposed upon the board of directors or its members by law.
History: 1995 a. 336.

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