(1) DEFINITIONS. In this section: (a) “Other securities” include securities that are convertible into or carry a right to subscribe for or acquire shares. (b) “Transfer restriction” means a restriction on the transfer or registration of transfer of shares and other securities of a bank. (2) PERMITTED PURPOSES OF RESTRICTIONS. (a) Except as provided in par. (b), the articles of incorporation, the bylaws, an agreement among shareholders and holders of other securities, or an agreement between shareholders and holders of other securities and the bank, may impose a transfer restriction on shares and other securities of the bank for any reasonable purpose, including any of the following: 1. Maintaining the bank’s status under state or federal law when it is dependent on the number or identity of its shareholders. 2. Preserving exemptions under federal or state securities law. (b) A transfer restriction may not affect shares and other securities issued before the restriction is adopted, unless the holders of the shares and other securities are parties to the transfer restriction agreement or vote in favor of the transfer restriction. (3) ENFORCEABILITY. A transfer restriction is valid and enforceable against the holder or a transferee of the holder if the transfer restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate. Unless so noted, a transfer restriction is not enforceable against a person who does not know of the transfer restriction. (4) TYPES OF PERMITTED TRANSFER RESTRICTIONS. The transfer restrictions permitted under this section include transfer restrictions that do any of the following: (a) Obligate the shareholder or holder of other securities first to offer the bank or other persons, whether separately, consecutively or simultaneously, an opportunity to acquire the restricted shares or other securities. (b) Subject to the limitations of s. 221.0323, if applicable, obligate the bank or other persons, whether separately, consecutively or simultaneously, to acquire the restricted shares or other securities. (c) Require the bank, the holders of a class of its shares or other securities or another person to approve the transfer of the restricted shares or other securities, if the requirement is not manifestly unreasonable. (d) Prohibit the transfer of the restricted shares or other securities to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.
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