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EXHIBIT 3(ii)
BANK MUTUAL CORPORATION
FEDERAL MHC SUBSIDIARY HOLDING COMPANY BYLAWS
ARTICLE I - HOME OFFICE
The home office of Bank Mutual Corporation (the "subsidiary holding
company") shall be 4949 West Brown Deer Road, Brown Deer, Wisconsin, in the
County of Milwaukee in the State of Wisconsin.
ARTICLE II - SHAREHOLDERS
SECTION 2.1. PLACE OF MEETINGS. All annual and special meetings of
shareholders shall be held at the home office of the subsidiary holding company
or at such other convenient place as the board of directors may determine.
SECTION 2.2. ANNUAL MEETING. A meeting of the shareholders of the
subsidiary holding company for the election of directors and for the transaction
of any other business of the subsidiary holding company shall be held annually
within 150 days after the end of the subsidiary holding company's fiscal year at
such date and time within such 150-day period as the board of directors may
determine.
SECTION 2.3. SPECIAL MEETINGS. Special meetings of the shareholders for
any purpose or purposes, unless otherwise prescribed by the regulations of the
Office of Thrift Supervision ("OTS") may be called at any time by the
chairperson of the board, the president, or a majority of the board of
directors, and shall be called by the chairperson of the board, the president,
or the secretary upon the written request of the holders of not less than
one-tenth of all of the outstanding capital stock of the subsidiary holding
company entitled to vote at the meeting. Such written request shall state the
purpose or purposes of the meeting and shall be delivered to the home office of
the subsidiary holding company addressed to the chairperson of the board, the
president, or the secretary.
SECTION 2.4. CONDUCT OF MEETINGS. Annual and special meetings shall be
conducted in accordance with the most current edition of Robert's Rules of Order
unless otherwise prescribed by regulations of the OTS or these bylaws or the
board of directors adopts another written procedure for the conduct of meetings.
The board of directors shall designate, when present, either the chairperson of
the board or president to preside at such meetings.
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SECTION 2.5. NOTICE OF MEETINGS. Written notice stating the place, day,
and hour of the meeting and the purpose(s) for which the meeting is called shall
be delivered not fewer than 20 nor more than 50 days before the date of the
meeting, either personally or by mail, by or at the direction of the chairperson
of the board, the president, or the secretary, or the directors calling the
meeting, to each shareholder of record entitled to vote at such meeting. If
mailed, such notice shall be deemed to be delivered when deposited in the mail,
addressed to the shareholder at the address as it appears on the stock transfer
books or records of the subsidiary holding company as of the record date
prescribed in Section 2.6 of this Article II with postage prepaid. When any
shareholders' meeting, either annual or special, is adjourned for 30 days or
more, notice of the adjourned meeting shall be given as in the case of an
original meeting. It shall not be necessary to give any notice of the time and
place of any meeting adjourned for less than 30 days or of the business to be
transacted at the meeting, other than an announcement at the meeting at which
such adjournment is taken.
SECTION 2.6. FIXING OF RECORD DATE. For the purpose of determining
shareholders entitled to notice of or to vote at any meeting of shareholders or
any adjournment, or shareholders entitled to receive payment of any dividend, or
in order to make a determination of shareholders for any other proper purpose,
the board of directors shall fix in advance a date as the record date for any
such determination of shareholders. Such date in any case shall be not more than
60 days and, in case of a meeting of shareholders, not fewer than 10 days prior
to the date on which the particular action, requiring such determination of
shareholders, is to be taken. When a determination of shareholders entitled to
vote at any meeting of shareholders has been made as provided in this Section
2.6, such determination shall apply to any adjournment.
SECTION 2.7. VOTING LISTS. At least 20 days before each meeting of the
shareholders, the officer or agent having charge of the stock transfer books for
shares of the subsidiary holding company shall make a complete list of the
shareholders of record entitled to vote at such meeting, or any adjournment
thereof, arranged in alphabetical order, with the address and the number of
shares held by each. This list of shareholders shall be kept on file at the home
office of the subsidiary holding company and shall be subject to inspection by
any shareholder of record or the shareholder's agent at any time during usual
business hours for a period of 20 days prior to such meeting. Such list shall
also be produced and kept open at the time and place of the meeting and shall be
subject to inspection by any shareholder of record or the shareholder's agent
during the entire time of the meeting. The original stock transfer book shall
constitute prima facie evidence of the shareholders entitled to examine such
list or transfer books or to vote at any meeting of shareholders. In lieu of
making the shareholder list available for inspection by shareholders as provided
in the preceding paragraph, the board of directors may elect to follow the
procedures prescribed in either section 552.6(d) of the regulations of the OTS
or section 180.0720 of the Wisconsin Business Corporation Law, as such sections
are now or hereafter in effect.
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SECTION 2.8. QUORUM. A majority of the outstanding shares of the
subsidiary holding company entitled to vote, represented in person or by proxy,
shall constitute a quorum at a meeting of shareholders. If less than a majority
of the outstanding shares is represented at a meeting, a majority of the shares
so represented may adjourn the meeting from time to time without further notice.
At such adjourned meeting at which a quorum shall be present or represented, any
business may be transacted which might have been transacted at the meeting as
originally notified. The shareholders present at a duly organized meeting may
continue to transact business until adjournment, notwithstanding the withdrawal
of enough shareholders to constitute less than a quorum. If a quorum is present,
the affirmative vote of the majority of the shares represented at the meeting
and entitled to vote on the subject matter shall be the act of the shareholders,
unless the vote of a greater number of shareholders voting together or voting by
classes is required by law or the charter. Directors, however, are elected by a
plurality of the votes cast at an election of directors.
SECTION 2.9. PROXIES. At all meetings of shareholders, a shareholder
may vote by proxy executed in writing by the shareholder or by his or her duly
authorized attorney in fact. Proxies may be given telephonically or
electronically as long as the holder uses a procedure for verifying the identity
of the shareholder. Proxies solicited on behalf of the management shall be voted
as directed by the shareholder or, in the absence of such direction, as
determined by a majority of the board of directors. No proxy shall be valid more
than eleven months from the date of its execution except for a proxy coupled
with an interest.
SECTION 2.10. VOTING OF SHARES IN THE NAME OF TWO OR MORE PERSONS. When
ownership stands in the name of two or more persons, in the absence of written
directions to the subsidiary holding company to the contrary, at any meeting of
the shareholders of the subsidiary holding company, any one or more of such
shareholders may cast, in person or by proxy, all votes to which such ownership
is entitled. In the event an attempt is made to cast conflicting votes, in
person or by proxy, by the several persons in whose names shares of stock stand,
the vote or votes to which those persons are entitled shall be cast as directed
by a majority of those holding such and present in person or by proxy at such
meeting, but no votes shall be cast for such stock if a majority cannot agree.
SECTION 2.11. VOTING OF SHARES OF CERTAIN HOLDERS. Shares standing in
the name of another corporation may be voted by any officer, agent, or proxy as
the bylaws of such corporation may prescribe, or, in the absence of such
provision, as the board of directors of such corporation may determine. Shares
held by an administrator, executor, guardian, or conservator may be voted by him
or her, either in person or by proxy, without a transfer of such shares into his
or her name. Shares standing in the name of a trustee may be voted by him or
her, either in person or by proxy, but no trustee shall be entitled to vote
shares held by him or her, without a transfer of such shares into his or her
name. Shares held in trust in an IRA or Keogh Account,
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however, may be voted by the subsidiary holding company if no other instructions
are received. Shares standing in the name of a receiver may be voted by such
receiver, and shares held by or under the control of a receiver may be voted by
such receiver without the transfer into his or her name if authority to do so is
contained in an appropriate order of the court or other public authority by
which such receiver was appointed.
A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.
Neither treasury shares of its own stock held by the subsidiary holding
company nor shares held by another corporation, if a majority of the shares
entitled to vote for the election of directors of such other corporation are
held by the subsidiary holding company, shall be voted at any meeting or counted
in determining the total number of outstanding shares at any given time for
purposes of any meeting.
SECTION 2.12. INSPECTORS OF ELECTION. In advance of any meeting of
shareholders, the board of directors may appoint any persons other than nominees
for office as inspectors of election to act at such meeting or any adjournment.
The number of inspectors shall be an odd number as determined by the board of
directors. Any such appointment shall not be altered at the meeting. If
inspectors of election are not so appointed, the chairperson of the board or the
president may, or on the request of not fewer than 10 percent of the votes
represented at the meeting shall, make such appointment at the meeting. If
appointed at the meeting, the majority of the votes present shall determine the
odd number of inspectors to be appointed. In case any person appointed as
inspector fails to appear or fails or refuses to act, the vacancy may be filled
by appointment by the board of directors in advance of the meeting or at the
meeting by the chairperson of the board or the president.
Unless otherwise prescribed by regulations of the OTS, the duties of
such inspectors shall include: determining the number of shares and the voting
power of each share, the shares represented at the meeting, the existence of a
quorum, and the authenticity, validity and effect of proxies; receiving votes,
ballots, or consents; hearing and determining all challenges and questions in
any way arising in connection with the rights to vote; counting and tabulating
all votes or consents; determining the result; and such acts as may be proper to
conduct the election or vote with fairness to all shareholders.
SECTION 2.13. NOMINATING COMMITTEE. The board of directors shall act as
a nominating committee for selecting the management nominees for election as
directors. Except in the case of a nominee substituted as a result of the death
or other incapacity of a management nominee, the nominating committee shall
deliver written nominations to the secretary at least 20 days prior to
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the date of the annual meeting. Upon delivery, such nominations shall be posted
in a conspicuous place in the home office of the subsidiary holding company. No
nominations for directors except those made by the nominating committee shall be
voted upon at the annual meeting unless other nominations by shareholders are
made in writing and delivered to the Secretary of the subsidiary holding company
at least five days prior to the date of the annual meeting. Upon delivery, such
nominations shall be posted in a conspicuous place in the home office of the
subsidiary holding company. Ballots bearing the names of all persons nominated
by the nominating committee and by shareholders shall be provided for use at the
annual meeting. However, if the nominating committee shall fail or refuse to act
at least 20 days prior to the annual meeting, nominations for directors may be
made at the annual meeting by any shareholder entitled to vote and shall be
voted upon.
SECTION 2.14. NEW BUSINESS. Any new business to be taken up at the
annual meeting shall be stated in writing and filed with the secretary of the
subsidiary holding company at least five days before the date of the annual
meeting, and all business so stated, proposed and filed shall be considered at
the annual meeting; but no other proposal shall be acted upon at the annual
meeting. Any shareholder may make any other proposal at the annual meeting and
the same may be discussed and considered, but unless stated in writing and filed
with the secretary at least five days before the meeting, such proposal shall be
laid over for action at an adjourned, special or annual meeting of the
shareholders taking place 30 days or more thereafter. This provision shall not
prevent the consideration and approval or disapproval at the annual meeting of
reports of officers, directors and committees; but in connection with such
reports, no new business shall be acted upon at such annual meeting unless
stated and filed as herein provided.
SECTION 2.15. INFORMAL ACTION BY SHAREHOLDERS. As provided in the
subsidiary holding company's charter, any action required or permitted to be
taken at a shareholders' meeting may be taken without a meeting if consented to
in writing by the holders of shares having voting power to cast at least the
minimum number (or in the case of voting groups, the minimum numbers) of votes
that would be necessary to authorize or to take the action at a meeting at which
all shares entitled to vote were present and voted.
ARTICLE III - BOARD OF DIRECTORS
SECTION 3.1. GENERAL POWERS. The business and affairs of the subsidiary
holding company shall be under the direction of its board of directors. The
board of directors shall annually elect a chairperson of the board and a
president from among its members and shall designate, when present, either the
chairperson of the board or the president to preside at its meetings.
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SECTION 3.2. NUMBER AND TERM. The board of directors shall consist of
eleven (11) members and shall be divided into three classes as nearly equal in
number as possible. The members of each class shall be elected for a term of
three years and until their successors are elected and qualified. One class
shall be elected by ballot annually.
SECTION 3.3. REGULAR MEETINGS. A regular meeting of the board of
directors shall be held without other notice than this bylaw following the
annual meeting of shareholders. The board of directors may provide, by
resolution, the time and place, for the holding of additional regular meetings
without other notice than such resolution. Directors may participate in a
meeting by means of a conference telephone or similar communications device
through which all persons participating can hear each other at the same time.
Participation by such means shall constitute presence in person for all
purposes.
SECTION 3.4. QUALIFICATION. Each director shall at all times be the
beneficial owner of not less than 100 shares of capital stock of the subsidiary
holding company unless the subsidiary holding company is a wholly owned
subsidiary of a holding company.
SECTION 3.5. SPECIAL MEETINGS. Special meetings of the board of
directors may be called by or at the request of the chairperson of the board,
the president or one-third of the directors. The persons authorized to call
special meetings of the board of directors may fix any place, within the
subsidiary holding company's normal lending territory, as the place for holding
any special meeting of the board of directors called by such persons.
Members of the board of directors may participate in special meetings
by means of conference telephone or similar communications equipment by which
all persons participating in the meeting can hear each other. Such participation
shall constitute presence in person for all purposes.
SECTION 3.6. NOTICE. Written notice of any special meeting shall be
given to each director at least 24 hours prior thereto when delivered personally
or by telegram, electronic facsimile, or e-mail, or at least two days prior
thereto when delivered by overnight mail, or at least five days prior thereto
when delivered by other mail at the address at which the director is most likely
to be reached. Such notice shall be deemed to be delivered when deposited in the
mail so addressed, with postage prepaid if mailed, when delivered to the
telegraph company if sent by telegram, when delivered to a parcel service for
overnight delivery, with proper payment of delivery charges, or when the
subsidiary holding company receives notice of delivery if electronically
transmitted. Any director may waive notice of any meeting by a writing filed
with the secretary. The attendance of a director at a meeting shall constitute a
waiver of notice of such meeting, except where a director attends a meeting for
the express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to
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be transacted at, nor the purpose of, any meeting of the board of directors need
be specified in the notice of waiver of notice of such meeting.
SECTION 3.7. QUORUM. A majority of the number of directors fixed by
Section 3.2 of this Article III shall constitute a quorum for the transaction of
business at any meeting of the board of directors; but if less than such
majority is present at a meeting, a majority of the directors present may
adjourn the meeting from time to time. Notice of any adjourned meeting shall be
given in the same manner as prescribed by Section 3.6 of this Article III.
SECTION 3.8. MANNER OF ACTING. The act of the majority of the directors
present at a meeting at which a quorum is present shall be the act of the board
of directors, unless a greater number is prescribed by regulation of the OTS or
by these bylaws.
SECTION 3.9. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the board of directors at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors.
SECTION 3.10. RESIGNATION. Any director may resign at any time by
sending a written notice of such resignation to the home office of the
subsidiary holding company addressed to the chairperson of the board or the
president. Unless otherwise specified, such resignation shall take effect upon
receipt by the chairperson of the board or the president. More than three
consecutive absences from regular meetings of the board of directors, unless
excused by resolution of the board of directors, shall automatically constitute
a resignation, effective when such resignation is accepted by the board of
directors.
SECTION 3.11. VACANCIES. Any vacancy occurring on the board of
directors may be filled by the affirmative vote of a majority of the remaining
directors although less than a quorum of the board of directors. A director
elected to fill a vacancy shall be elected to serve until the next election of
directors by the shareholders. Any directorship to be filled by reason of an
increase in the number of directors may be filled by election by the board of
directors for a term of office continuing only until the next election of
directors by the shareholders.
SECTION 3.12. COMPENSATION. Directors, as such, may receive a stated
salary for their services. By resolution of the board of directors, a reasonable
fixed sum, and reasonable expenses of attendance, if any, may be allowed for
attendance at each regular or special meeting of the board of directors. Members
of either standing or special committees may be allowed such compensation for
attendance at committee meetings as the board of directors may determine.
SECTION 3.13. PRESUMPTION OF ASSENT. A director of the subsidiary
holding company who is present at a meeting of the board of directors at which
action on any subsidiary holding
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company matter is taken shall be presumed to have assented to the action taken
unless his or her dissent or abstention shall be entered in the minutes of the
meeting or unless he or she shall file a written dissent to such action with the
person acting as the secretary of the meeting before the adjournment thereof or
shall forward such dissent by registered mail to the secretary of the subsidiary
holding company within five days after the date a copy of the minutes of the
meeting is received. Such right to dissent shall not apply to a director who
voted in favor of such action.
SECTION 3.14. REMOVAL OF DIRECTORS. At a meeting of shareholders called
expressly for that purpose, any director may be removed only for cause by a vote
of the holders of a majority of the shares then entitled to vote at an election
of directors. Whenever the holders of the shares of any class are entitled to
elect one or more directors by the provisions of the charter or supplemental
sections thereto, the provisions of this section shall apply, in respect to the
removal of a director or directors so elected, to the vote of the holders of the
outstanding shares of that class and not to the vote of the outstanding shares
as a whole.
ARTICLE IV - EXECUTIVE AND OTHER COMMITTEES
SECTION 4.1. APPOINTMENT. The board of directors, by resolution adopted
by a majority of the full board, may designate the chief executive officer and
two or more of the other directors to constitute an executive committee. The
designation of any committee pursuant to this Article IV and the delegation of
authority shall not operate to relieve the board of directors, or any director,
of any responsibility imposed by law or regulation.
SECTION 4.2. AUTHORITY. The executive committee, when the board of
directors is not in session, shall have and may exercise all of the authority of
the board of directors except to the extent, if any, that such authority shall
be limited by the resolution appointing the executive committee; and except also
that the executive committee shall not have the authority of the board of
directors with reference to: the declaration of dividends; the amendment of the
charter or bylaws of the subsidiary holding company, or recommending to the
stockholders a plan of merger, consolidation, or conversion; the sale, lease, or
other disposition of all or substantially all of the property and assets of the
subsidiary holding company otherwise than in the usual and regular course of its
business; a voluntary dissolution of the subsidiary holding company; a
revocation of any of the foregoing; or the approval of a transaction in which
any member of the executive committee, directly or indirectly, has any material
beneficial interest.
SECTION 4.3. TENURE. Subject to the provisions of Section 4.8 of this
Article IV, each member of the executive committee shall hold office until the
next regular annual meeting of the board of directors following his or her
designation and until a successor is designated as a member of the executive
committee.
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SECTION 4.4. MEETINGS. Regular meetings of the executive committee may
be held without notice at such times and places as the executive committee may
fix from time to time by resolution. Special meetings of the executive committee
may be called by any member thereof upon not less than one day's notice stating
the place, date, and hour of the meeting, which notice may be written or oral.
Any member of the executive committee may waive notice of any meeting and no
notice of any meeting need be given to any member thereof who attends in person.
The notice of a meeting of the executive committee need not state the business
proposed to be transacted at the meeting.
SECTION 4.5. QUORUM. A majority of the members of the executive
committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action of the executive committee must be authorized by the
affirmative vote of a majority of the members present at a meeting at which a
quorum is present.
SECTION 4.6. ACTION WITHOUT A MEETING. Any action required or permitted
to be taken by the executive committee at a meeting may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the members of the executive committee.
SECTION 4.7. VACANCIES. Any vacancy in the executive committee may be
filled by a resolution adopted by a majority of the full board of directors.
SECTION 4.8. RESIGNATIONS AND REMOVAL. Any member of the executive
committee may be removed at any time with or without cause by resolution adopted
by a majority of the full board of directors. Any member of the executive
committee may resign from the executive committee at any time by giving written
notice to the president or secretary of the subsidiary holding company. Unless
otherwise specified, such resignation shall take effect upon its receipt; the
acceptance of such resignation shall not be necessary to make it effective.
SECTION 4.9. PROCEDURE. The executive committee shall elect a presiding
officer from its members and may fix its own rules of procedure which shall not
be inconsistent with these bylaws. It shall keep regular minutes of its
proceedings and report the same to the board of directors for its information at
the meeting held next after the proceedings shall have occurred.
SECTION 4.10. OTHER COMMITTEES. The board of directors may by
resolution establish an audit, loan, or other committee composed of directors as
they may determine to be necessary or appropriate for the conduct of the
business of the subsidiary holding company and may prescribe the duties,
constitution, and procedures thereof.
ARTICLE V - OFFICERS
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SECTION 5.1. POSITIONS. The officers of the subsidiary holding company
shall be a president, one or more vice presidents, a secretary, and a treasurer
or comptroller, each of whom shall be elected by the board of directors. The
board of directors may also designate the chairperson of the board as an
officer. The offices of the secretary and treasurer may be held by the same
person and a vice president may also be either the secretary or the treasurer or
comptroller. The board of directors may designate one or more vice presidents as
executive vice president or senior vice president. The board of directors may
also elect or authorize the appointment of such other officers as the business
of the subsidiary holding company may require. The officers shall have such
authority and perform such duties as the board of directors may from time to
time authorize or determine. In the absence of action by the board of directors,
the officers shall have such powers and duties as generally pertain to their
respective offices.
SECTION 5.2. ELECTION AND TERM OF OFFICE. The officers of the
subsidiary holding company shall be elected annually at the first meeting of the
board of directors held after each annual meeting of the shareholders. If the
election of officers is not held at such meeting, such election shall be held as
soon thereafter as possible. Each officer shall hold office until a successor
has been duly elected and qualified or until the officer's death, resignation,
or removal in the manner hereinafter provided. Election or appointment of an
officer, employee, or agent shall not of itself create contractual rights. The
board of directors may authorize the subsidiary holding company to enter into an
employment contract with any officer in accordance with regulations of the OTS,
but no such contract shall impair the right of the board of directors to remove
any officer at any time in accordance with Section 5.3 of this Article V.
SECTION 5.3. REMOVAL. Any officer may be removed by the board of
directors whenever in its judgment the best interests of the subsidiary holding
company will be served thereby, by such removal, other than for cause, shall be
without prejudice to the contractual rights, if any, of the person so removed.
SECTION 5.4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise may be filled by the board
of directors for the unexpired portion of the term.
SECTION 5.5. REMUNERATION. The remuneration of the officers shall be
fixed from time to time by the board of directors.
ARTICLE VI - INDEMNIFICATION.
Any indemnification by the subsidiary holding company of its personnel
is subject to any applicable rules or regulations of the OTS.
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ARTICLE VII - CONTRACTS, LOANS, CHECKS, AND DEPOSITS
SECTION 7.1. CONTRACTS. To the extent permitted by regulations of the
OTS, and except as otherwise prescribed by these bylaws with respect to
certificates for shares, the board of directors may authorize any officer,
employee, or agent of the subsidiary holding company to enter into any contract
or execute and deliver any instrument in the name of and on behalf of the
subsidiary holding company. Such authority may be general or confined to
specific instances.
SECTION 7.2. LOANS. No loans shall be contracted on behalf of the
subsidiary holding company and no evidence of indebtedness shall be issued in
its name unless authorized by the board of directors. Such authority may be
general or confined to specific instances.
SECTION 7.3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders
for the payment of money, notes, or other evidences of indebtedness issued in
the name of the subsidiary holding company shall be signed by one or more
officers, employees, or agents of the subsidiary holding company in such manner
as shall from time to time be determined by the board of directors.
SECTION 7.4. DEPOSITS. All funds of the subsidiary holding company not
otherwise employed shall be deposited from time to time to the credit of the
subsidiary holding company in any duly authorized depositories as the board of
directors may select.
ARTICLE VIII - CERTIFICATES FOR SHARES AND THEIR TRANSFER
SECTION 8.1. CERTIFICATES FOR SHARES. Certificates representing shares
of capital stock of the subsidiary holding company shall be in such form as
shall be determined by the board of directors and approved by the OTS. Such
certificates shall be signed by the chief executive officer or by any other
officer of the subsidiary holding company authorized by the board of directors,
attested by the secretary or an assistant secretary, and sealed with the
corporate seal or a facsimile thereof. The signatures of such officers upon a
certificate may be facsimiles if the certificate is manually signed on behalf of
a transfer agent or a registrar other than the subsidiary holding company itself
or one of its employees. Each certificate for shares of capital stock shall be
consecutively numbered or otherwise identified. The name and address of the
person to whom the shares are issued, with the number of shares and date of
issue, shall be entered on the stock transfer books of the subsidiary holding
company. All certificates surrendered to the subsidiary holding company for
transfer shall be canceled and no new certificate shall be issued until the
former certificate for a like number of shares has been surrendered and
canceled, except that in the case of a lost or destroyed certificate, a new
certificate may be issued upon such terms and indemnity to the subsidiary
holding company as the board of directors may prescribe.
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SECTION 8.2. TRANSFER OF SHARES. Transfer of shares of capital stock of
the subsidiary holding company shall be made only on its stock transfer books.
Authority for such transfer shall be given only by the holder of record or by
his or her legal representative, who shall furnish proper evidence of such
authority, or by his attorney authorized by a duly executed power of attorney
and filed with the subsidiary holding company. Such transfer shall be made only
on surrender for cancellation of the certificate for such shares. The person in
whose name shares of capital stock stand on the books of the subsidiary holding
company shall be deemed by the subsidiary holding company to be the owner for
all purposes.
ARTICLE IX - FISCAL YEAR
The fiscal year of the subsidiary holding company shall end on the 31st
day of December of each year.
ARTICLE X - DIVIDENDS
Subject to the terms of the subsidiary holding company's charter and
the regulations and orders of the OTS, the board of directors may, from time to
time, declare, and the subsidiary holding company may pay, dividends on its
outstanding shares of capital stock.
ARTICLE XI - CORPORATE SEAL
The board of directors may provide a subsidiary holding company seal
which shall be two concentric circles between which shall be the name of the
subsidiary holding company. The year of incorporation or an emblem may appear in
the center.
ARTICLE XII - AMENDMENTS
These bylaws may be amended in a manner consistent with regulations of
the OTS and shall be effective after: (i) approval of the amendment by a
majority vote of the authorized board of directors, or by a majority vote of the
votes cast by the shareholders of the subsidiary holding company at any legal
meeting, and (ii) receipt of any applicable regulatory approval. When a
subsidiary holding company fails to meet its quorum requirements, solely due to
vacancies on the board, then the affirmative vote of a majority of the sitting
board will be required to amend the bylaws.
ARTICLE XIII - GOVERNING LAW
The subsidiary holding company elects to follow the corporate
governance procedures of the Wisconsin Business Corporation Law to the extent
that those procedures are not inconsistent with applicable federal statutes and
regulations, and safety and soundness. However, the subsidiary holding company
elects not to be subject to Wisconsin Statutes Sections 180.1130 to 180.1134,
180.1140 to 180.1144, and 180.1150.
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