(1) FREQUENCY OF MEETINGS. The board of directors shall meet at least once each calendar quarter. (2) DUTIES TO BE PERFORMED AT MEETINGS. At each meeting the board of directors shall generally investigate the affairs of the bank and determine whether the assets are of the value at which they are carried on the books of the bank. (3) ATTENDANCE. If the division determines that a director is lax in attending board meetings, the division may remove the director. The vacancy shall be filled within a reasonable time as the division may direct. (4) COMMUNICATION AT MEETINGS. (a) Unless the articles of incorporation or bylaws provide otherwise, the board of directors may permit any or all directors to participate in a regular or special meeting or in a committee meeting, including a loan committee or examining committee meeting, of the board of directors 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. (b) If a meeting will be conducted through the use of any means described in par. (a), 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. (a) is considered to be present in person at the meeting. If requested by a director, a copy of the minutes of the meeting prepared under sub. (5) shall be distributed to each director. (5) RECORDS OF MEETINGS. (a) The board of directors shall elect a secretary, who shall keep a correct record of the minutes of the meeting in a book kept for that purpose. The minutes shall particularly disclose the date and location of the meeting, and the names of the directors absent. The minutes shall be subscribed to by the presiding officer. The minutes shall be approved at the next succeeding meeting, by the board of directors, and the minutes of the next succeeding meeting shall show this. The minute book shall be available at the bank when needed. (b) The bank examiner shall examine the minute book at the time that he or she examines the bank and shall include in his or her report of examination of the bank, a statement of the dates on which the meetings were held since the last examination of the bank by the bank examiner and the names of the directors in attendance at each of these meetings. (c) A person who makes a false entry in the minute book or changes or alters an entry made in the minute book may be fined not less than $100 nor more than $500, or imprisoned for not less than 30 days nor more than 6 months, or both.
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