560.80 (7) (b) (intro.) A nonprofit corporation organized under ch. 181 that is a nonprofit corporation as defined in s. 181.0103 (17), that is at least 51% controlled and actively managed by minority group members and that does all of the following:
79,87
Section 87
. 611.01 (2) of the statutes is amended to read:
611.01 (2) Mutual corporations. The definitions in s. 181.02 (1) to (3), (8) and (9) 181.0103 (3) and (18) apply to mutuals.
79,88
Section 88
. 611.07 (1) of the statutes is amended to read:
611.07 (1) Powers.
Section Subject to s. 611.63, s. 180.0302 applies to stock corporations and s. 181.04 (1) to (14) and (16) 181.0302 (intro.), (1) to (15), (18) and (19) applies to mutuals.
79,89
Section 89
. 611.07 (2) of the statutes is amended to read:
611.07 (2) Effect of unauthorized corporate acts. Section 180.0304 applies to stock corporations and s. 181.057 181.0304 applies to mutuals, except that references to “attorney general" shall be read as “commissioner".
79,90
Section 90
. 611.07 (3) of the statutes is repealed.
79,91
Section 91
. 611.07 (4) of the statutes is amended to read:
611.07 (4) (title) Waiver of notice and informal action by shareholders, policyholders or directors. Sections 180.0704, 180.0706, 180.0821 and 180.0823 apply to stock corporations and ss. 181.70 and 181.72 181.0704, 181.0706, 181.0821 and 181.0823 apply to mutuals. Section 181.0821 also applies to a committee of the board of a mutual, except that references to “board" shall be read as “committee".
79,92
Section 92
. 611.10 of the statutes is amended to read:
611.10 Reservation of corporate name. Sections 180.0402 and 180.0403 (2), (3) and (3m) apply to stock corporations and s. 181.07 applies ss. 181.0402 and 181.0403 (2), (3) and (3m) apply to mutuals. For such purposes references therein to “this chapter" shall include this chapter.
79,93
Section 93
. 611.12 (2) (intro.) of the statutes is amended to read:
611.12 (2) Mutuals. (intro.) Section 181.31 181.0202 applies to the articles of a mutual, except, that:
79,94
Section 94
. 611.12 (2) (a) of the statutes is amended to read:
611.12 (2) (a) The name of the corporation shall include the words “mutual" and “insurance" or terms of equivalent meaning and shall comply with s. 181.06 (3) 181.0401 (2) to (4);
79,95
Section 95
. 611.12 (2) (am) of the statutes is created to read:
611.12 (2) (am) The articles shall include a statement that the corporation is organized under this chapter.
79,96
Section 96
. 611.12 (3) of the statutes is amended to read:
611.12 (3) Principal officers. Sections 180.0840 and 180.0841 apply to stock corporations and s. 181.25 (1) and (2) applies ss. 181.0840 and 181.0841 apply to mutuals. Notwithstanding s. 180.0840 (1) or 181.0840 (1), the articles or bylaws shall specifically designate 3 or more offices, the holders of which shall be the principal officers of the corporation. Notwithstanding s. 180.0840 (3) or 181.0840 (3), the principal offices shall be held by at least 3 separate natural persons individuals.
79,97
Section 97
. 611.12 (4) of the statutes is amended to read:
611.12 (4) Bylaws. The bylaws of a domestic corporation shall comply with this chapter, and a copy of the bylaws and any amendments thereto shall be filed with the commissioner within 60 days after adoption. Subject to this subsection, to ss. 611.13 (2) (d) and (5) and 611.22 (4), ss. 180.0206 and 180.1020 to 180.1022 apply to stock corporations and s. 181.13 applies ss. 181.0206, 181.0207 and 181.1021 apply to mutuals.
79,98
Section 98
. 611.29 (1) of the statutes is amended to read:
611.29 (1) Right to amend articles. A stock corporation may amend its articles under ss. 180.0726, 180.1001 to 180.1007, 180.1706, 180.1707 and 180.1708 (4) and a mutual may amend its articles under ss. 181.35 to 181.37 and 181.39, subject 181.1001, 181.1002 (1), 181.1003, 181.1005 and 181.1006, except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner. Subject to sub. (3), the stock corporation or mutual may amend its articles in any desired respect including substantial changes of its original purposes. No amendment may be made contrary to s. 611.12 (1) to (3).
79,99
Section 99
. 611.29 (3) of the statutes is amended to read:
611.29 (3) Articles of amendment; mutuals. In addition to the requirements of s. 181.37 181.1005, the articles of amendment of a mutual shall, if mail voting is used, state the number of policyholders voting by mail and the number of such policyholders voting for and against the amendment.
79,100
Section 100
. 611.29 (5) of the statutes is amended to read:
611.29 (5) Effect of amendment of articles. Section 180.1009 applies to stock corporations and s. 181.41 181.1008 applies to mutuals.
79,101
Section 101
. 611.42 (1) of the statutes is amended to read:
611.42 (1) General. Subject to this section and s. 611.53, ss. 181.14, 181.15 and 181.17 181.0701, 181.0702, 181.0705 (1) to (4), 181.0722 (1) to (3), 181.0723, 181.0724 and 181.0727 apply to mutuals. Subject to this section and s. 611.53, s. 181.16 applies to mutuals.
79,102
Section 102
. 611.42 (1e) of the statutes is created to read:
611.42 (1e) Court-ordered meetings. (a) The circuit court for the county where a mutual's principal office is located, or, if the mutual does not have its principal office in this state, where its registered office is located, may, after notice and an opportunity to be heard, order a meeting to be held on petition of a policyholder of the mutual who meets any of the following conditions:
1. The policyholder is entitled to participate in an annual meeting and the annual meeting has not been held within 15 months after the mutual's last annual meeting.
2. The policyholder has signed a demand for a special meeting that meets the requirements of s. 181.0702 and the mutual has failed to do any of the following:
a. Give notice of the special meeting within 30 days after the date that the demand was delivered to the mutual.
b. Hold the special meeting in accordance with the notice.
(b) The court may fix the time and place of the meeting. The court shall require that the meeting be called and conducted in accordance with the mutual's articles of incorporation and bylaws, in so far as possible, except that the court may do all of the following:
1. Fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters.
2. Enter any other orders necessary to accomplish the purpose of the meeting.
79,103
Section 103
. 611.42 (1m) of the statutes is created to read:
611.42 (1m) Record date. Section 181.0707 applies to mutuals.
79,104
Section 104
. 611.51 (1) of the statutes is amended to read:
611.51 (1) General. Subject to this section, ss. 180.0801 and 180.0802 apply to stock corporations and s. 181.18 applies ss. 181.0801 (1) and (2) and 181.0802 apply to mutuals.
79,105
Section 105
. 611.51 (6) of the statutes is amended to read:
611.51 (6) Unlawful delegation. The board shall manage the business and affairs of the corporation and may not delegate its power or responsibility to do so, except to the extent authorized by ss. 180.0841, 181.25 (2) 181.0841, 611.56 and 611.67.
79,106
Section 106
. 611.51 (7) of the statutes is amended to read:
611.51 (7) Quorum and voting. Section 180.0824 applies to the board of a stock corporation and s. 181.22 181.0824 applies to the board of a mutual except as modified by s. 611.60.
79,107
Section 107
. 611.51 (8) of the statutes is amended to read:
611.51 (8) Place and notice of directors' meetings. Sections 180.0820, 180.0822 and 180.0823 apply to stock corporations. Section 181.24 applies
Sections 181.0820, 181.0822 and 181.0823 apply to mutuals.
79,108
Section 108
. 611.51 (9) (a) of the statutes is amended to read:
611.51 (9) (a) (title) Stock corporations. Sections 180.1601 to 180.1620 apply to stock corporations. Section 181.27 applies to mutuals, but inspection of the records of the names and addresses of policyholders of mutuals entitled to vote shall be permitted only for the purpose of communicating with other policyholders with regard to the nomination and election of candidates for the board or other corporate matters which may be submitted to a vote of the policyholders. No person may, directly or indirectly, use any information so obtained for any other purpose.
79,109
Section 109
. 611.51 (9) (am) of the statutes is created to read:
611.51 (9) (am) Mutuals. 1. Each mutual shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its policyholders, board of directors and committees having any authority of the board of directors. Each mutual shall keep at its principal office or at the office of its secretary a record giving the names and addresses of policyholders entitled to vote, or records showing where such information can be obtained.
2. Except for the records of the names and addresses of policyholders entitled to vote, all relevant books and records of a mutual may be inspected by any policyholder or the policyholder's agent or attorney for any proper purpose at any reasonable time. Inspection of the records of the names and addresses of policyholders of mutuals entitled to vote shall be permitted only for the purpose of communicating with other policyholders with regard to the nomination and election of candidates for the board or other corporate matters which may be submitted to a vote of the policyholders. No person may, directly or indirectly, use any information so obtained for any other purpose.
3. In any pending action or proceeding, or upon petition, a court of record in this state may, upon notice fixed by the court, hearing and a showing of proper cause, and upon suitable terms, order any books and records of account, minutes and records of policyholders of a mutual and any other pertinent documents in the mutual's possession, or transcripts from or duly authenticated copies thereof, to be brought within this state and kept at such place and for such time and for such purposes as may be designated in the order. A mutual failing to comply with an order under this subdivision is subject to involuntary dissolution under this chapter and all of its directors and officers may be punished for contempt of court for disobedience of the order.
79,110
Section 110
. 611.51 (9) (b) (title) of the statutes is created to read:
611.51 (9) (b) (title) Form of books, records or minutes.
79,111
Section 111
. 611.51 (9) (c) (title) of the statutes is created to read:
611.51 (9) (c) (title) Records of policyholders entitled to vote.
79,112
Section 112
. 611.53 (3) of the statutes is amended to read:
611.53 (3) (title) Removal Resignation, vacancies and removal of directors. Subject to subs. (1) and (2), ss. 181.0807 and 181.0811 apply to a mutual. A director may be removed from office for cause by an affirmative vote of a majority of the full board at a meeting of the board called for that purpose.
79,113
Section 113
. 611.53 (4) of the statutes is amended to read:
611.53 (4) (title) Vacancies Resignation, vacancies and removal of officers. Subject to subs. (1) to (3), ss. 181.21 and 181.26 Sections 181.0843 and 181.0844 apply to a mutual.
79,114
Section 114
. 611.54 (2) of the statutes is amended to read:
611.54 (2) Report of removal. Whenever a director or principal officer of a corporation is removed under s. 180.0843 (2), 181.26 181.0843 (2) or 611.53 (3), the removal shall be reported to the commissioner immediately together with a statement of the reasons for the removal.
79,115
Section 115
. 611.56 (3) (d) of the statutes is amended to read:
611.56 (3) (d) Merger or consolidation under s. 611.72 or 611.73, stock exchanges under s. 611.71, conversion under s. 611.75 or 611.76, voluntary dissolution under s. 611.74 or transfer of business or assets under s. 611.78;
79,116
Section 116
. 611.56 (5) of the statutes is amended to read:
611.56 (5) Quorum and voting. Section 180.0824 applies to a committee of the board of a stock corporation, except references to a committee “created under s. 180.0825" shall be read as a committee “created under this section". Sections 181.0821 and 181.0824 apply to a committee of the board of a mutual, except that references to “board" shall be read as “committee", “majority" in s. 181.0824 (1) shall mean a majority of the members of the board appointed to serve on the committee, and “majority" in s. 181.0824 (2) shall mean a majority of the members of the board appointed to serve on the committee who are present at the meeting.
79,117
Section 117
. 611.62 (1) of the statutes is amended to read:
611.62 (1) Liability. Sections 180.0826 to 180.0828, 180.0832 and 180.0833 apply to stock corporations and ss. 181.283 to 181.29 181.0850 to 181.0855, except s. 181.0855 (2) (c), apply to mutuals.
79,118
Section 118
. 611.62 (2) of the statutes is amended to read:
611.62 (2) Indemnification. Sections 180.0850 to 180.0856, 180.0858 and 180.0859 apply to stock corporations and ss. 181.041 to 181.051 181.0871 to 181.0881 and 181.0889 apply to mutuals but no indemnification may be made until at least 30 days after notice to the commissioner, containing full details about the proposed indemnification.
79,119
Section 119
. 611.62 (3) of the statutes is amended to read:
611.62 (3) Insurance. Section 180.0857 applies to stock corporations and s. 181.053 181.0883 applies to mutuals.
79,120
Section 120
. 611.62 (4) of the statutes is amended to read:
611.62 (4) Derivative actions. Sections 180.0740 to 180.0747 and 180.1708 (3m) apply to stock corporations and s. 181.295 applies ss. 181.0740 to 181.0747 apply to mutuals.
79,121
Section 121
. 611.63 (1) of the statutes is amended to read:
611.63 (1) General power. Subject to this section, ss. 180.0302 (11), (12) and (16) and 180.0811 apply to stock corporations and ss. 181.04 (15) and 181.19 apply s. 181.0302 (11) to (14) applies to mutuals.
79,122
Section 122
. 611.73 (title) of the statutes is amended to read:
611.73 (title) Merger and consolidation of mutuals.
79,123
Section 123
. 611.73 (1) of the statutes is renumbered 611.73 (1) (a) and amended to read:
611.73 (1) (a) (title) In general. Any 2 or more domestic mutuals may merge or consolidate under the procedures of this section and ss. 181.42 to 181.47 181.1105 and 181.1106, except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner.
79,124
Section 124
. 611.73 (1) (b) of the statutes is created to read:
611.73 (1) (b) Plan of merger and board resolution. The board of directors of each mutual shall, by resolution adopted by each such board, approve a plan of merger that includes all of the following:
1. The names of the mutuals proposing to merge and the name of the surviving mutual into which they propose to merge.
2. The terms and conditions of the proposed merger.
3. The respective interests and rights of the members of the merging mutuals in the surviving mutual.
4. Any change in the articles of incorporation of the surviving mutual to be effected by the merger.
