Wis. Admin. Code Department of Financial Institutions 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."
Notes
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