221.0206 Articles of incorporation.

(1) Time for filing. The incorporators shall file articles of incorporation with the division within a reasonable time, as determined by the division, from the date on which the division approved the certificate of authority. If the incorporators do not file the articles of incorporation within this period, all rights of the incorporators cease and the certificate of authority to organize is void.

(2) Form and contents.

(a) The articles of incorporation shall be executed in duplicate, and shall be signed by the majority of the incorporators. All signers must be residents of this state and must be subscribers to stock of the bank or of a bank holding company of the bank.

(b) The articles of incorporation shall contain all of the following:

1. A declaration that the incorporators associate for the purpose of forming a banking corporation under this chapter and stating whether the bank is a state bank or a trust company bank.

2. The name of the bank.

3. The county and the village, town or city where the bank is to be located.

4. The amount of the bank's capital stock.

5. Before issuing more than one class of shares, all of the following:

a. The distinguishing designation of each class.

b. The number of shares of each class that the bank is authorized to issue.

c. The preferences, limitations and relative rights of that class.

6. Before the issuance of one or more series of shares within a class of shares, all of the following:

a. The distinguishing designation of each series within a class.

b. The number of shares of each series that the bank is authorized to issue.

c. The preferences, limitations and relative rights of that series.

7. Any other lawful provisions defining and regulating the powers or business of the bank, its officers or directors; the transfer of its stock; and the disposition of new stock that may be created by amending the articles of incorporation to increase the bank's capital.

(3) Approval or disapproval. The division shall, in the division's discretion, approve or disapprove the articles of incorporation. If approved, the division shall endorse on each of the 2 duplicate originals the word “Approved". If disapproved, the division shall endorse on each of the 2 duplicate originals the word “Disapproved". The division shall file one of the originals and shall send the remaining original to the incorporators, together with a certificate showing the date of filing, the approval or disapproval and the date of the approval or disapproval. If the articles of incorporation are approved, the copy sent to the incorporators shall be filed with the records of the bank.

(4) Fees. The incorporators shall pay a fee to the division when the articles of incorporation are filed. The fee shall be in an amount determined by the division.

History: 1995 a. 336.