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.
5. Other provisions with respect to the proposed merger that are considered necessary and desirable.
79,125
Section 125
. 611.73 (1) (c) of the statutes is created to read:
611.73 (1) (c) Approval of merger. A plan of merger may be adopted only in the following manner:
1. If the articles of incorporation or bylaws of a merging mutual give members the right to vote on the merger, the board of directors of the mutual shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or summary of the plan shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted by at least two-thirds of the votes entitled to be cast by the members present or represented by proxy at the meeting.
2. If the articles of incorporation or bylaws of any merging mutual do not give the members the right to vote on the merger, a plan of merger shall be adopted at a meeting of the board of directors of each mutual by at least a majority of the directors in office.
79,126
Section 126
. 611.73 (1) (d) of the statutes is created to read:
611.73 (1) (d) Abandonment of merger. After approval under par. (c) and prior to the filing of the articles of merger, the merger may be abandoned pursuant to the provisions for abandonment, if any, set forth in the plan of merger.
79,127
Section 127
. 611.73 (2) of the statutes is renumbered 611.73 (2) (a) and amended to read:
611.73 (2) (a) (title) In general
. Any 2 or more domestic and foreign mutuals may merge or consolidate under s. 181.48 if the merger is permitted by the laws of the state in which the foreign mutuals are organized. Each domestic mutual shall comply with the provisions of this section with respect to the merger of domestic corporations and each foreign mutual shall comply with the applicable provisions of the laws of the state under which it is organized.
79,128
Section 128
. 611.73 (2) (b) of the statutes is created to read:
611.73 (2) (b) Effect of merger. The effect of a merger under this subsection is the same as in the case of the merger of domestic mutuals, if the surviving mutual is to be governed by the laws of this state. If the surviving mutual is to be governed by the laws of a state other than this state, the effect of the merger is the same as in the case of the merger of domestic mutuals except as provided by the laws of that other state.
79,129
Section 129
. 611.73 (3) of the statutes is amended to read:
611.73 (3) Approval by the commissioner. The plan of merger or consolidation shall be submitted to the commissioner for his or her approval after any necessary action by the boards and before any necessary action by the policyholders. The commissioner shall approve the plan unless he or she finds, after a hearing, that the proposed merger or consolidation would be contrary to the law or to the interests of the insureds of any participating domestic corporation or the Wisconsin insureds of any participating nondomestic corporation.
79,130
Section 130
. 611.74 (1) of the statutes is amended to read:
611.74 (1) Plan of dissolution. At least 60 days prior to the submission to shareholders or policyholders of any proposed voluntary dissolution of an insurance corporation under s. 180.1402 or 181.50 181.1401 the plan shall be filed with the commissioner. The commissioner may require the submission of additional information to establish the financial condition of the corporation or other facts relevant to the proposed dissolution. If the shareholders or policyholders adopt the resolution to dissolve, the commissioner shall, within 30 days after the adoption of the resolution, begin to examine the corporation. The commissioner shall approve the dissolution unless, after a hearing, the commissioner finds that it is insolvent or may become insolvent in the process of dissolution. Upon Subject to chs. 600 to 645, upon approval, the corporation may dissolve under ss. 180.1402 to 180.1408 and 180.1706, or ss. 181.51 to 181.555 181.1401 to 181.1407, except that the last sentence of s. 181.555 does not apply and papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner. Upon disapproval, the commissioner shall petition the court for liquidation or for rehabilitation under ch. 645.
79,131
Section 131
. 611.74 (2) of the statutes is amended to read:
611.74 (2) Conversion to involuntary liquidation. The corporation may at any time during the liquidation under ss. 180.1402 to 180.1408 or under ss.
181.51 to 181.555 181.1401 to 181.1407 apply to the commissioner to have the liquidation continued under the commissioner's supervision; thereupon the commissioner shall apply to the court for liquidation under s. 645.41 (10).
79,132
Section 132
. 611.74 (3) of the statutes is amended to read:
611.74 (3) Revocation of voluntary dissolution. If the corporation revokes the voluntary dissolution proceedings under ss. 180.1404 and 180.1706 or under s. 181.53 181.1404, a copy of the articles of revocation of dissolution prepared under s. 180.1404 or the resolution revoking the voluntary dissolution proceedings adopted under s. 181.53 181.1404 shall be filed with the commissioner.
79,133
Section 133
. 611.76 (1) (c) of the statutes is amended to read:
611.76 (1) (c) Conversion and merger. A domestic mutual may adopt a plan of acquisition, or merger or consolidation as part of a plan of conversion under this section. The commissioner shall approve the plan of acquisition, or merger or consolidation as part of the plan of conversion unless grounds for disapproval exist under s. 611.72 (3).
79,134
Section 134
. 611.78 (1) of the statutes is amended to read:
611.78 (1) (title) Sale, lease, exchange or mortgage of a stock corporation's assets
with or without shareholder action. Except as modified by subs. (2) and (3), ss. 180.1201, 180.1202, 180.1706 and 180.1708 (6) apply to stock corporations and s. 181.49 applies to mutuals.
79,135
Section 135
. 611.78 (1m) of the statutes is created to read:
611.78 (1m) Sale, lease, exchange or mortgage of a mutual's assets. (a) Except as modified by subs. (2) and (3), a sale, lease, exchange or other disposition of less than substantially all of the property and assets of a mutual, and the mortgage or pledge of any or all property and assets of a mutual, whether or not made in the usual and regular course of its affairs, may be made upon the terms and conditions authorized by the mutual's board of directors. Unless otherwise provided by the articles of incorporation, consent of the members is not required for a sale, lease, exchange or other disposition of property, or for a mortgage or pledge of property, authorized under this paragraph.
(b) A sale, lease, exchange or other disposition of property and assets under par. (a) may be authorized only in the following manner:
1. If the articles of incorporation give members the right to vote on the sale, lease, exchange or other disposition of all or substantially all of the mutual's property and assets, the board of directors shall adopt a resolution recommending the sale, lease, exchange or other disposition and directing that it be submitted to a vote at an annual or special meeting of the members. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all, or substantially all, of the property and assets of the mutual shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for providing notice of member meetings. At the meeting, the members may authorize the sale, lease, exchange or other disposition and may authorize the board of directors to fix any or all of the terms and conditions of the sale, lease, exchange or other disposition. The authorization shall be by the affirmative vote of at least two-thirds of the members present or represented by proxy at the meeting. After the authorization by a vote of the members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange or other disposition, subject to the rights of 3rd parties under any contracts relating thereto, without further action or approval by the members.
2. If the articles of incorporation do not give members the right to vote on the sale, lease, exchange or other disposition of all or substantially all of a mutual's property and assets, the sale, lease, exchange or other disposition may be authorized by the vote of the majority of the directors in office.
79,136
Section 136
. 612.01 (4) of the statutes is amended to read:
612.01 (4) Applicable definitions. The definitions in ss. 181.02 (1) to (3), (8) and (9) 181.0103 (3) and (18), 600.03 and 610.01 (1), (2) and (4) apply to town mutuals.
79,137
Section 137
. 612.03 of the statutes is amended to read:
612.03 General powers and effect of unauthorized corporate acts. Sections 181.04 (intro.), (1) to (8), (10), (11) and (14) to (16) 181.0302 (intro.), (1) to (8), (11) to (13), (18) and (19) and 181.057 (intro.), (1) and (2) 181.0304 apply to town mutuals, except that references to “attorney general" shall be read as “commissioner". Section 181.04 181.0302 (7) is subject to s. 612.35.
79,138
Section 138
. 612.04 (1) of the statutes is amended to read:
612.04 (1) Right to amend articles and make and amend bylaws. Section 181.35 applies Sections 181.0207 and 181.1001 apply to town mutuals. A town mutual may make and amend bylaws as provided by the articles or, in the absence of any such provision, in the same manner as the articles may be made or amended.
79,139
Section 139
. 612.04 (2) of the statutes is amended to read:
612.04 (2) Approval required. No change in the articles, or bylaws or in the business plan is effective until approved by the commissioner, nor may a town mutual depart from its business plan except with the commissioner's approval. No change may be made inconsistent with s. 612.02 (2). Section 181.41 181.1008 applies to town mutuals.
79,140
Section 140
. 612.11 (2) (a) of the statutes is amended to read:
612.11 (2) (a) Annual meeting. Notice of the time and place of the annual meeting shall be given to each member by printing it conspicuously on each policy or in any other reasonable manner that the commissioner approves. A change in time or place may be made by the board of directors by giving notice at least 10 days prior to the original date and 30 days prior to the new date, in the manner prescribed in s. 181.15 or in any other reasonable manner that the commissioner approves.
79,141
Section 141
. 612.11 (2) (b) of the statutes is amended to read:
612.11 (2) (b) Special meetings. Notice of special meetings shall be given to members at least 30 days prior to the date of the meeting, and shall state the proposed business to be brought before the meeting, in the manner prescribed in s. 181.15 or in any other reasonable manner that the commissioner approves.
79,142
Section 142
. 612.12 (1) (c) of the statutes is amended to read:
612.12 (1) (c) Merger, consolidation, transfer of business under s. 612.24, conversion and voluntary dissolution;
79,143
Section 143
. 612.13 (6) (b) of the statutes is amended to read:
612.13 (6) (b) Officers.
Section 181.26 applies Sections 181.0843 and 181.0844 apply to town mutuals.
79,144
Section 144
. 612.21 (title) of the statutes is amended to read:
612.21 (title) Merger
and consolidation of town mutuals.
79,145
Section 145
. 612.21 (1) of the statutes is amended to read:
612.21 (1) (title) Conditions for merger or consolidation. Two or more town mutuals authorized to operate in all or part of the same or in contiguous territories not exceeding 16 counties altogether may merge into one of the constituent town mutuals, or may consolidate into a new town mutual, under the procedure provided in this section.
79,146
Section 146
. 612.21 (2) (intro.) of the statutes is amended to read:
612.21 (2) (title) Plan of merger
or consolidation. (intro.) The board of each participating town mutual shall adopt the same plan of merger or consolidation by resolution stating:
79,147
Section 147
. 612.21 (2) (b) of the statutes is amended to read:
612.21 (2) (b) The proposed terms, conditions and procedures for and estimated expenses of implementing the merger or consolidation;
79,148
Section 148
. 612.21 (5) of the statutes is repealed.
79,149
Section 149
. 612.21 (6) of the statutes is amended to read:
612.21 (6) Reports to commissioner. Each participating town mutual shall file with the commissioner a copy of the resolution adopted under sub. (4), stating the number of members entitled to vote, the number of members voting and the number of votes cast in favor of the plan, stating separately in each case the mail votes and the votes cast in person. Any election of directors under sub. (5) shall also be reported to the commissioner.
79,150
Section 150
. 612.21 (7) of the statutes is amended to read:
612.21 (7) Certificate of authority. If the requirements of the law are met, the commissioner shall issue a certificate of authority to the surviving or new town mutual. Thereupon the nonsurviving town mutuals shall cease their legal existence, the corporate existence of any new town mutual shall begin, and the directors elected under sub. (5) shall take office. The surviving or new town mutual shall have all the assets and be liable for all of the obligations of each of the participating town mutuals.
79,151
Section 151
. 612.22 (title) of the statutes is amended to read:
612.22 (title) Merger and consolidation of town mutuals into mutual insurance corporations.
79,152
Section 152
. 612.22 (1) of the statutes is amended to read:
612.22 (1) (title) Conditions for merger or consolidation. One or more town mutuals may merge
or consolidate with a single domestic mutual under ch. 611. The surviving or new corporation shall be a mutual under ch. 611.
79,153
Section 153
. 612.22 (2) (intro.) of the statutes is amended to read:
612.22 (2) (title) Plan of merger
or consolidation. (intro.) The board of each participating corporation shall adopt the same plan of merger under s. 181.42 (2) or plan of consolidation under s. 181.43 (2) 181.1101 (2), by resolution stating:
79,154
Section 154
. 612.22 (2) (b) of the statutes is amended to read:
612.22 (2) (b) The proposed terms, conditions and procedures for and estimated expenses of implementing the merger or consolidation;
79,155
Section 155
. 612.22 (5) of the statutes is repealed.
79,156
Section 156
. 612.22 (6) of the statutes is amended to read:
612.22 (6) Reports to commissioner. Each participating town mutual shall file with the commissioner a copy of the resolution adopted under sub. (4), stating the number of members entitled to vote, the number of members voting and the number of votes cast in favor of the plan, stating separately in each case the mail votes and the votes cast in person. Any election of directors under sub. (5) shall also be reported to the commissioner.
79,157
Section 157
. 612.22 (7) of the statutes is amended to read:
612.22 (7) Certificate of authority. If the requirements of the law are met, the commissioner shall issue a certificate of authority to the surviving or new mutual. Thereupon the nonsurviving corporations shall cease their legal existence, the corporate existence of any new mutual shall begin, and the directors elected under sub. (5) shall take office. The surviving or new mutual shall have all the assets and be liable for all of the obligations of each of the participating corporations.
79,158
Section 158
. 612.70 of the statutes is amended to read:
612.70 Waiver of notice and informal action. Sections 181.70 and 181.72 181.0704, 181.0706, 181.0821 and 181.0823 apply to town mutuals. Section 181.0821 applies to a committee of the board except that references to “board" shall be read as “committee".
79,159
Section 159
. 613.01 (1) of the statutes is amended to read:
613.01 (1) Articles of incorporation. “
Articles of incorporation" has the meaning designated under s. 181.02 181.0103 (1).
79,160
Section 160
. 613.01 (2) of the statutes is amended to read:
613.01 (2) Board of directors. “Board of directors" has the meaning designated for “board" under s. 181.02 181.0103 (2).
79,161
Section 161
. 613.01 (3) of the statutes is amended to read:
613.01 (3) Bylaws. “Bylaws" has the meaning designated under s. 181.02 181.0103 (3).
79,162
Section
162. 613.01 (5) of the statutes is amended to read:
613.01 (5) Nonprofit corporation. “
Nonprofit corporation" has the meaning designated under s. 181.02 (8) 181.0103 (17).
79,163
Section 163
. 613.01 (6) of the statutes is amended to read:
613.01 (6) Nonstock corporation. “
Nonstock corporation" has the meaning designated under s. 181.02 (9) 181.0103 (18).
