(1) MANAGEMENT RESPONSIBILITY. The management of a stock association shall be vested in a board of directors, who are charged with the responsibility of complying 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) DIRECTORS TO FIX COMPENSATION. The compensation of officers, directors, employees and committee members, including but not limited to pension or deferred compensation agreements, shall be fixed by a majority vote of the board of directors in accordance with the bylaws. (3) MEETINGS OF DIRECTORS. (a) The board shall hold 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 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. (4) PROMULGATION OF RULES. The board may by resolution adopt rules for the conduct of business by the association, provided they are consistent with this chapter, the rules of the division, and the articles of incorporation and bylaws of the association. (5) QUALIFICATION OF DIRECTORS. At least two-thirds of the directors shall reside in this state.
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