Wisconsin § 221.0215 - Authorized stock.

§ 221.0215. Authorized stock.

221.0215(1) (1) Increase in capital stock. A bank may authorize an increase in the capital stock of the bank in the category of authorized but unissued stock if approved by the division and if approved by a vote of shareholders owning a majority of the stock of the bank entitled to vote, or by such greater percentage provided in the bank’s articles of incorporation or bylaws. 221.0215(2) (2) Authorized but unissued stock. A bank may issue authorized but unissued stock in all of the following circumstances: 221.0215(2)(a) (a) To employees of the bank pursuant to a stock option or stock purchase plan. 221.0215(2)(b) (b) In exchange for convertible preferred stock and convertible capital debentures, in accordance with the terms of the stock or debentures. 221.0215(2)(c) (c) For such other purposes and considerations as may be approved by both the division and the board of directors of the bank. 221.0215(3) (3) Classes of shares. The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the bank is authorized to issue. If more than one class of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class. Before the issuance of shares of a class, the bank shall describe in its articles of incorporation the preferences, limitations and relative rights of that class. All shares of a class shall have preferences, limitations and relative rights identical with those of other shares of the same class, unless the class is divided into series. 221.0215(4) (4) Series of shares. The articles of incorporation may create series of shares within a class of shares. Before the issuance of shares of a series, the bank shall describe in its articles of incorporation the number of shares of each series that the bank is authorized to issue, a distinguishing designation for each series within a class and the preferences, limitations and relative rights of that series. All shares of a series shall have preferences, limitations and relative rights identical with those of other shares of the same series and, except to the extent otherwise provided in the description of the series, with those of other series of the same class. 221.0215(5) (5) Articles of incorporation. The articles of incorporation shall authorize all of the following: 221.0215(5)(a) (a) One or more classes of shares that together have unlimited voting rights. 221.0215(5)(b) (b) One or more classes of shares, which may be the same class or classes as those with voting rights under par. (a) , that together are entitled to receive the net assets of the bank upon dissolution. 221.0215(6) (6) Types of preferences and rights. The articles of incorporation may authorize one or more classes of shares that have designations, preferences, limitations and relative rights that may include any of the following: 221.0215(6)(a) (a) Special, conditional or limited voting rights, or no right to vote, except to the extent prohibited by this chapter. 221.0215(6)(b) (b) Subject to s.