Section DFI-SB 10.04 - Optional anti-takeover provisions for mutual savings bank 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."Wis. Admin. Code Department of Financial Institutions DFI-SB 10.04
CR Register, February, 1994, No. 458, eff. 3-1-94.Amended by, correction in (form) made under s. 13.92(4) (b) 6, Stats., Register March 2020 No. 771, eff. 4/1/2020