221.0513 Shareholder action without a meeting.

(1) Permitted methods. Action required or permitted by this chapter to be taken at a shareholders' meeting may be taken without a meeting in any of the following ways:

(a) Without action by the board of directors, by all shareholders entitled to vote on the action.

(b) If the articles of incorporation so provide, by shareholders who would be entitled to vote at a meeting those shares with voting power to cast not less than the minimum number or, in the case of voting by voting groups, numbers of votes that would be necessary to authorize or take the action at a meeting at which all shares entitled to vote were present and voted, except action may not be taken under this paragraph with respect to an election of directors for which shareholders may vote cumulatively under s. 221.0522.

(2) How documented. Action under sub. (1) must be evidenced by one or more written consents describing the action taken, signed by the number of shareholders necessary to take the action under sub. (1) (a) or (b) and delivered to the bank for inclusion in the bank records.

(3) Effective date. Action taken under sub. (1) is effective when consents representing the required number of shares are delivered to the bank, unless the consent specifies a different effective date. Within 10 days after action taken under sub. (1) (b) is effective, the bank shall give notice of the action to shareholders who, on the record date determined under sub. (4), were entitled to vote on the action but whose shares were not represented on the written consent. The notice shall comply with s. 221.0103.

(4) Record date. If not otherwise fixed under s. 221.0518, the record date for determining shareholders entitled to take action without a meeting is the date that the first shareholder signs the consent under sub. (1).

(5) Effect of written consent. A consent signed under this section has the effect of a meeting vote and may be described as such in any document.

(6) Notice requirements. If this chapter requires that notice of proposed action be given to shareholders who are not entitled to vote on the action and the action is to be taken under this section, the bank shall give those nonvoting shareholders written notice of the proposed action at least 10 days before the action becomes effective. The notice shall comply with s. 221.0103 and shall contain or be accompanied by the same material that, under this chapter, would have been required to be sent to nonvoting shareholders in a notice of meeting at which the proposed action would have been submitted to the shareholders for action.

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