Section DFI-SL 10.02 - Bylaws of capital stock associations The following form of bylaws is approved for use by each stock association:
BYLAWS OF THE
(Full name of the association)
1.01HOME OFFICE. The home office of the association is located at in County, Wisconsin.2.01APPLICABILITY 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.3.01MEETINGS 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.4.01BOARD OF DIRECTORS. (1)Directors.(a)Number. The association's board of Directors consists of directors.(b)Term. The term of each director is three 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-third of the board of directors each year.(c)Qualifications. Directors of the association and persons nominated to serve as a director are subject to such qualifications as may be required by statute and administrative rule.(d)Vacancies. In case of a vacancy on the board of directors, a majority of the remaining directors may elect a qualified person to fill the vacancy until the next annual meeting of stockholders. At that meeting the stockholders will elect a qualified person to serve for the duration of the unexpired term.(e)Resignation. A director may resign at any time by delivering a written resignation to the association's home office addressed to its secretary. The written resignation shall take effect upon receipt of the notice of resignation by the secretary or at such later date as may be specified in the notice.(f)Removal. The board may remove a director or officer for a violation of chapter 215, Wisconsin Statutes, a rule or order of the division of banking in the department of financial institutions, the articles of incorporation or bylaws of the association, or any law governing savings and loan operations. A director may be removed only after affording him or her an opportunity to be heard by the board.(2)Meetings Of The Board.(a)Regular meetings. Regular and annual meetings of the board of directors may be held without notice at a place, hour and date fixed by a resolution of the board. However, immediately following each annual meeting of stockholders, the directors shall convene and elect general officers for the ensuing year.(b)Special Meetings. Special meetings of the board of directors will be called by the secretary or person designated to act in the secretary's absence, at the written request of the president, the chairperson of the board, or majority of the board's members. All special meetings must be held upon at least three days notice to each director given either personally or by telegram or by five days notice by mail, unless notice is waived by each director at, before, or after the meeting.(c)Quorum. A majority of the directors constitutes a quorum of the board of directors. A majority of the quorum may approve the business of the meeting. If a quorum is not present, the directors present may adjourn a meeting of the board of directors without notice other than announcement at the meeting until a quorum is present.(d)Action by unanimous consent. Any action required or permitted to be taken by the board of directors or a committee of the board of directors at a meeting or by resolution may be taken without a meeting if all the directors consent to the action in writing.(e)Conduct of meetings. Meetings of the board of directors will be conducted in accordance with the most recent available Robert's Rules of Order, unless other written procedural rules are adopted by the board. The chairperson of the board, or in the chairperson's absence a director designated by the chairperson, or in their absence any director chosen by the directors present, will chair the meeting.(3)Committees. The board of directors may by resolution create committees and prescribe the duties and powers of committees. Committee members will be appointed by the chief executive officer with the approval of the board. A committee may not take action with respect to dividends to stockholders, election of principal officers or the filling of vacancies on the board of directors or committees of the board of directors.5.01OFFICERS. (1)Designation. Each year, at the board of directors meeting immediately following the annual meeting of stockholders, the board shall elect a director to serve as chairperson of the board and appoint a president, secretary, treasurer, one or more vice presidents, and any other association officers they deem necessary. The board will also designate the president or the chairperson of the board as the association's chief executive officer. One person may hold two or more offices, but the president and the chief executive officer may not hold the office of secretary, vice president, or treasurer.(2)Term Of Office. The term of each officer is one year or until his or her death, resignation, removal or a successor is appointed and qualified, unless the officer is lawfully removed prior to that time.(3)Vacancies. In case of a vacancy in any office the board of directors will, as soon as practical, fill the vacancy for the unexpired term.(4)Duties. Each officer of the association is responsible for performing the duties assigned to his or her office by the board of directors, by law, the association's articles of incorporation, or these bylaws. The chief executive officer will serve on a full-time basis.6.01INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS. The association shall indemnify any present or former officer or director of the association to the extent permitted under ss. 180.0850 to 180.0859 of the Wisconsin statutes or any present or former employee or agent of the association to the extent permitted under chapter 180 of the Wisconsin statutes.7.01DELIVERY OF MATERIALS TO THE ASSOCIATION. All materials that these bylaws require to be delivered to the association may be delivered in person or by certified mail. When delivered by certified mail they are deemed to be delivered at the time they are deposited in the United States mail.8.01CERTIFICATES FOR SHARES AND THEIR TRANSFER.(1)Transfer Of Shares. Shares of the association may be transferred on the stock transfer books of the association only by their holder of record or a duly authorized representative. All certificates rendered for transfer will be cancelled and no new certificate will be issued until the former certificate for like number of shares has been surrendered. However, in the case of a lost, destroyed or mutilated certificate, a replacement may be issued on such terms and indemnity to the association as the board of directors may prescribe. The person in whose name shares stand on the books of the association will be deemed by the association to be the owner thereof for all purposes.(2)Stock Regulations. The board of directors may make further rules governing the issue, transfer and registration of certificates representing the shares of the association.9.01FISCAL YEAR. The fiscal year of the association begins on and ends on . (first day of fiscal year) (last day of fiscal year10.01SEAL. The corporate seal of the association consists of two concentric circles between which the name of the association appears. The words "corporate seal" appear at its center.11.01AMENDMENTS.(1)By Stockholders. The stockholders of the association may amend or repeal these bylaws or adopt new bylaws by the affirmative vote of a majority of all votes cast at a meeting of stockholders.(2)By Directors. These bylaws may also be amended or repealed and new bylaws may be adopted by the board of directors upon an affirmative vote of at least two-thirds of the directors present at a meeting of directors at which a quorum is present.(3)Effective Date. No change to these bylaws will take effect until it has been filed with and approved by the division of banking in the department of financial institutions.Wis. Admin. Code Department of Financial Institutions DFI-SL 10.02
CR Register, June, 1989, No. 402, eff. 7-1-89; correction made under s. 13.92(4) (b) 7, Stats., Register December 2012 No. 684.Amended by, correction in (form) made under s. 13.92(4) (b) 6, Stats., Register March 2020 No. 771, eff. 4/1/2020This section interprets or implements s. 215.62(1), Stats.