Current through February 26,
2024
The following form of bylaws is approved for use by each
mutual association:
BYLAWS OF THE
(Full name of Association)
1.01
HOME OFFICE. The home
office of the association is located at in County, Wisconsin.
2.01
MEMBERSHIP. Each person
owning a savings account in the association, except a savings account evidenced
by a negotiable certificate of deposit which is not in registered form, is a
member of the association. The rights of membership are subject to these
bylaws, the association's articles of incorporation, the Wisconsin Statutes,
administrative rules and such resolutions as the association's board of
directors may from time to time adopt and which are consistent with the bylaws,
articles, statutes and rules.
3.01
MEETINGS OF MEMBERS.
(1)
Annual Meeting. The annual meeting of members of the
association for the election of directors and the transaction of any other
business of the association will be held at the association's home office at a
time and date within 120 days after the end of the fiscal year fixed by the
board of directors. The annual meeting shall be held at:
(a) the association's home office or at
another place in the same community determined by the board of directors,
or
(b) at such other location in
Wisconsin determined by the board of directors and approved by the division of
banking in the department of financial institutions.
(2)
Special Meetings.
Special meetings of members may be called at any time by the chairperson of the
board, the president, or the board of directors. Upon the written request of
members of record holding at least 10% of the aggregate savings accounts of the
association, the secretary of the association, 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. 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 association's home office and addressed to
its secretary.
(3)
Conduct
Of Members' Meetings. All meetings will be conducted in accordance
with the most recent available edition of Robert's Rules of Order, unless other
written procedural rules are adopted by the members board of directors and are
available to the members. The chief executive officer, or in the chief
executive officer's absence an officer designated by standing resolution of the
board of directors, or in the absence of such an officer any person chosen by
the members present, will preside over the meeting. The secretary of the
association will act as secretary of all members' meetings, but in the absence
of the secretary another person will be appointed by the presiding officer to
act in that capacity.
(4)
Notice Of Members' Meetings. The secretary will cause notice
of the place, day and hour of a meeting of members to be given at least 10 days
but not more than 50 days before the meeting by:
(a) mailing the notice to each member at the
member's last known post office address as shown by the books of the
association; or
(b) publishing the
notice in a newspaper of general circulation in each community in which the
association maintains an office. In addition the notice will be posted in a
conspicuous place in each of the association's offices during the 10 days
immediately preceding the date on which the meeting will convene. If the
meeting is the annual meeting, the notice will so state and will contain an
agenda of the meeting. If the meeting is a special meeting, the notice will
indicate the purpose of the meeting.
(5)
Quorum. Any number of
members present in person or by proxy at any meeting of members constitutes a
quorum.
(6)
Voting. The members entitled to vote at a meeting of members
are those savers who were members of record at the end of a day determined by
the board which shall be not more than 30 days preceding the date of the first
day of a meeting at which a vote is or may be taken, except those who have
since ceased to be members. Unless a greater number or margin of votes is
required by law, the association's articles of incorporation, or these bylaws,
a majority of all votes cast at a meeting of members will determine any
question.
(7)
Proxies.
(a)
Generally. Members may vote in person or by written proxy.
Except as provided in paragraph (b), no individual may hold or vote proxies
representing more than 20% of the association's savings capital.
(b)
Exception to limitation on
proxies held or voted. All proxies solicited by the association's
board of directors and given to the association's board of directors, 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
association's entire board of directors.
(8)
New Business. Any new
business proposed to be conducted at an annual meeting of members must be
stated in writing and delivered to the association's home office addressed to
its secretary, at least 20 days before the meeting. All new business so stated
and filed will be considered at the annual meeting, but no other proposal may
be acted upon. No new business may be acted upon at a special meeting unless
that business has been stated in the notice of the special meeting.
4.01
BOARD OF
DIRECTORS.
(1)
Directors.
(a)
Number. The association's board of directors consists of
directors.
(b)
Term. The term of each director is three 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-third of the board of directors each
year.
(c)
Qualifications. Directors and persons nominated to serve as a
director are subject to such qualifications as may be required by statute and
administrative rule.
(d)
Vacancies. In case of a vacancy on the board of directors, a
majority of the remaining directors may elect a qualified member to fill the
vacancy until the next annual meeting of members. At that annual meeting, the
members shall elect a qualified person to serve for the duration of the
unexpired term.
(e)
Nomination and election.
1.
At least 30 days before each annual meeting of members, the chief executive
officer must with the approval of the board of directors appoint a nominating
committee of three persons who are members of the association. No director may
stand for reelection on a slate of candidates nominated by a committee of which
he or she was a member. The committee will nominate at least one qualified
member of the association to fill each vacancy on the board of directors and to
succeed each director whose term will expire at the annual meeting. Nominations
made by the committee must be in writing and must be signed by the members of
the nominating committee.
2. Any
member of the association acting in his or her own membership capacity may
nominate a qualified member of the association to fill any vacancy on the board
of directors or to succeed each director whose term will expire at the annual
meeting. Nominations made by a member acting in his or her own membership
capacity must be in writing and signed by the member.
3. All nominations must be delivered to the
association's home office addressed to its secretary at least 20 days before
the annual meeting of members. The secretary must cause a list of the names of
qualified persons whose nominations for the office of director have been duly
filed to be posted in a prominent place in each office of the association for a
period of at least 10 days before the date of the annual meeting.
4. No other nomination may be considered at
the annual meeting. However, if no nomination has been made by either the
nominating committee or by a member as provided above, or if the number of
qualified persons nominated is not sufficient to fill the vacancies on the
board, nominations may be made from the floor by members in attendance at the
annual meeting.
(f)
Resignation. A director may resign at any time by delivering a
written resignation to the association's home office addressed to its
secretary. The written resignation shall take effect upon receipt of the
resignation by the secretary or at such later date as may be specified in the
notice. Unless excused by a resolution of the board of directors, more than 3
consecutive absences from regular meetings of the board automatically
constitute a resignation.
(g)
Removal. The board may remove a director for a violation of
Chapter 215 of the Wisconsin Statutes, a rule or order of the division of
banking in the department of financial institutions, the articles of
incorporation, the bylaws, or any law governing savings and loan operations or
whenever in the board's judgment removal is in the best interests of the
association. A director may only be removed after being afforded an opportunity
to be heard by the board.
(2)
Meetings Of The Board.
(a)
Regular meetings.
Regular meetings of the board of directors will be held at a place, hour and
date fixed by a resolution of the board.
(b)
Special Meetings.
Special meetings of the board of directors will be called by the secretary or a
person designated to act in the secretary's absence, at the written request of
the president, the chairperson of the board, or a majority of the board's
members. Each special meeting must be held upon at least 3 days notice to each
director given either personally or by telegram or upon at least five days
notice by mail, unless the director attends the meeting and does not object to
the transaction of business because of improper notice or unless notice is
waived in writing by each director before or after the meeting.
(c)
Action by unanimous
consent. Any action required or permitted to be taken by the board of
directors or a committee of the board of directors at a meeting or by
resolution may be taken without a meeting if all the directors consent to the
action in writing.
(d)
Quorum. For all meetings of the board of directors a majority
of the board constitutes a quorum. A majority of the quorum may approve the
business of the meeting.
(e)
Conduct of meetings. All meetings of the board of directors
will be conducted in accordance with the most recent available edition of
Robert's Rules of Order, unless other written procedural rules are adopted by
the board. The chairperson of the board, or in the chairperson's absence a
director designated by the chairperson, or in their absence any director chosen
by the directors present, will chair the meeting. The act of the majority of
the directors present at any meeting at which there is a quorum is the act of
the board, unless the act of a greater number is required by law, the
association's articles of incorporation, or these bylaws.
(3)
Powers. To the extent
that its actions are not contrary to law, the association's articles of
incorporation, or these bylaws, the board of directors may:
(a)
Form committees. Create
such committees as it deems necessary and prescribe committee duties and
authority. Committee members will be appointed by the chief executive officer
with the approval of the board.
(b)
Remove personnel. Remove any employee or committee member at
any time with or without cause and any officer if the board determines that
removal is in the best interest of the association.
(c)
Extend leniency. Extend
leniency to borrowers in distress, and compromise and settle any debts or
claims of the association.
(d)
Act on applications for membership. Accept or reject any
application for membership.
(e)
Make donations Make donations on behalf of the association for
the public welfare or for charitable, scientific, educational or religious
purposes.
(f)
Exercise
other powers. Exercise any and all other powers of the association not
expressly reserved to the members.
5.01
OFFICERS.
(1)
Designation. Each year
at the meeting of the board of directors following the annual meeting of
members, the board of directors will elect a director to serve as chairperson
of the board and will elect a president, a secretary, a treasurer, one or more
vice presidents, and any other association officers it may deem necessary. The
association's chief executive officer shall be a director. One person may hold
two or more offices, but the chief executive officer may not hold the office of
secretary or treasurer.
(2)
Term Of Office. The term of each officer is one year or until
his or her successor is elected and qualified, unless the officer is removed
prior to that time by law or in accordance with these bylaws.
(3)
Vacancies. In case of a
vacancy in any office designated in subsection (1), the directors will, as soon
as practicable, fill the vacancy for the then unexpired term.
(4)
Duties.
(a)
Chief executive officer.
The chief executive officer will serve on a full time basis and shall have
responsibility for the general management and control of the affairs and
business of the association.
(b)
Other officers. Each officer of the association is responsible
for performing the duties assigned to his or her office by the board of
directors or by law, the association's articles of incorporation, or these
bylaws.
6.01
MANDATORY INDEMNIFICATION. The association shall indemnify any
present or former officer or director to the extent permitted under ss.
215.512
to
215.525
of the Wisconsin statutes or any present or former employee or agent of the
association to the same extent as a business corporation may indemnify its
employees or agents.
7.01
DELIVERY OF MATERIALS TO THE ASSOCIATION. All materials that
these bylaws require to be delivered to the association may be delivered in
person or by certified mail. When delivered by certified mail they are deemed
to be delivered at the time they are deposited in the United States
mail.
8.01
FISCAL
YEAR. The fiscal year of the association begins on and ends on (first
day of fiscal year) ( last day of fiscal year)
9.01
DISTRIBUTION OF EARNINGS AND NET
WORTH. When earnings of the association are distributed to savers, the
distribution will be made on the basis of the amount on deposit in each
member's savings account, at a rate or rates determined by the association's
account agreement with the saver. In the event of liquidation, all owners of
savings accounts in the association will share in the association's net worth,
pro rata to the balance in their savings accounts.
10.01
SEAL. The corporate
seal of the association consists of two concentric circles between which the
name of the association appears. The words "corporate seal" appear at its
center
11.01
AMENDMENTS.
(1)
By
Members. The members of the association may amend or repeal these
bylaws or adopt new bylaws by the affirmative vote of a majority of all votes
cast at a duly called meeting of members.
(2)
By Directors. These
bylaws may also be amended or repealed and new bylaws may be adopted by the
board of directors upon an affirmative vote of at least two-thirds of the
directors present at a meeting of directors at which a quorum is
present.
(3)
Effective
Date. No change to these bylaws will take effect until it has been
filed with and approved by the division of banking in the department of
financial institutions.
This section interprets or implements s.
215.42(1),
Stats.