215.50 Directors of a mutual association.

(1) Management responsibility. The government and management of a mutual association shall be vested in a board of directors, who are charged with the responsibility of compliance with this chapter, orders of the division, rules of the division promulgated under ch. 227, the articles of incorporation and bylaws of the association, and other laws applicable to savings and loan operations.

(2) Qualifications of directors and composition of the board.

(a) To qualify as a director of a mutual association, a member must have a savings account in the association, the withdrawal value of which is at least $500. A director automatically ceases to be a director when the withdrawal value of his or her savings account is less than $500.

(b) At least two-thirds of the directors shall reside in this state.

(3) Number of directors. The board of directors shall consist of such number as designated in the bylaws.

(4) Election of directors. The directors shall be elected by the members in accordance with the bylaws.

(5) Vacancy on board of directors. Any vacancy on the board of directors may be filled by the majority vote of the remaining directors in accordance with the bylaws.

(6) Oath of directors. Upon election, every director shall take and subscribe an oath that the director will diligently and honestly perform the duties of such office and will not knowingly violate or willingly permit to be violated this chapter, any rule of the division, the articles of incorporation or bylaws under which the association operates, or any other law applicable to savings and loan operations.

(7) Directors to fix compensation. The compensation of officers, directors, employees and committee members shall be fixed by a majority vote of the board of directors in accordance with the bylaws. In addition, the board of directors may, by resolution, create a fund or join a pension system or enter into deferred compensation agreements for the retirement of its directors, officers and employees, subject to specific, prior approval of the division.

(8) May establish executive committee. The board of directors may appoint and remove, by resolution, an executive committee, the members of which shall be directors, and which committee shall have the power of the board when not in session.

(9) Meetings of directors.

(a) The board of directors shall hold regular or special meetings in accordance with the bylaws.

(b) Unless the articles of incorporation or bylaws provide otherwise, the board may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including an executive committee meeting, of the board by, or to conduct the meeting through the use of, any means of communication by which any of the following occurs:

1. All participating directors may simultaneously hear each other during the meeting.

2. All communication during the meeting is immediately transmitted to each participating director, and each participating director is able to immediately send messages to all other participating directors.

(c) If a meeting will be conducted through the use of any means described in par. (b), all participating directors shall be informed that a meeting is taking place at which official business may be transacted. A director participating in a meeting by any means described in par. (b) is deemed to be present in person at the meeting. If requested by a director, minutes of the meeting shall be prepared and distributed to each director.

(10) Promulgation of rules. The board of directors, may by resolution, adopt rules and regulations for the conduct of business, provided that they are consistent with this chapter, the rules of the division, and the association's articles of incorporation and bylaws.

(11) Removal of officers or directors.

(a) The board may remove a director who violates this chapter, the rules of the division, the articles of incorporation, the bylaws, orders of the division or any other law applicable to savings and loan operations. The board may remove a director only after affording the director a hearing.

(b) The board may remove any officer of the association who is elected or appointed by the board whenever in its judgment removal is in the best interest of the association.

History: 1971 c. 229, 239; 1975 c. 11, 199; 1975 c. 359 ss. 17, 19; 1975 c. 421, 422; Stats. 1975 s. 215.50; 1983 a. 167; 1989 a. 308; 1991 a. 16; 1995 a. 27; 1997 a. 144.