221.0216 Preferred stock.

(1) Issuance.

(a) Except as provided in sub. (2), a bank may issue preferred stock of one or more classes by providing for the issuance in the original articles of incorporation, or by providing for the issuance by an amendment to these articles of incorporation that is approved by the division and by shareholders owning a majority of the stock of the bank entitled to vote, or such greater percentage as may be required in the bank's articles of incorporation or bylaws. An issue of preferred stock is not valid until the par value of all preferred stock is paid in.

(b) Preferred stock issued under par. (a) may be issued in such amount and with such par value as may be approved by the division and may provide for any of the following, subject to the approval of the division:

1. Payment of dividends at a specified rate on the preferred stock before dividends are paid on the capital stock.

2. The cumulation of dividends under subd. 1.

3. A preference over the capital stock in the distribution of the assets of the bank.

4. Conversion of the preferred stock into capital stock.

5. Redemption of the preferred stock.

6. Denying or restricting the voting power of the preferred stock.

(2) Newly organized banks. The requirement for a vote of shareholders under sub. (1) (a) does not apply to a newly organized bank that has not yet issued capital stock.

(3) Changes relating to preferred stock. No change in relation to preferred stock may be made except by an amendment to the articles of incorporation that is approved by all of the following:

(a) A vote of the shareholders owning a majority of the preferred stock of the bank who are entitled to vote or such greater percentage required under the articles of incorporation or bylaws.

(b) A vote of the shareholders owning a majority of the capital stock of the bank entitled to vote or such greater percentage required under the articles of incorporation or bylaws.

(c) The division.

(4) Liability of holders of preferred stock. Preferred stock of a bank is not subject to an assessment to restore an impairment in the capital of the bank. A holder of preferred stock of a bank is not individually responsible, in the shareholder's capacity as a shareholder, for any debt, contract or acknowledgment of a bank.

(5) Dividend rights. A dividend may not be declared or paid on capital stock until the cumulative dividends on the preferred stock have been paid in full. If the bank is placed in liquidation, a payment may not be made to the holders of the capital stock if the holders of the preferred stock have not been paid in full the par value of the stock plus all cumulative dividends.

History: 1995 a. 336; 1997 a. 35, 146.