79,185
Section 185
. 613.52 (2) of the statutes is amended to read:
613.52 (2) Removal. Section 181.26 applies Sections 181.0843 and 181.0844 apply to service insurance corporations.
79,186
Section 186
. 613.56 (3) (d) of the statutes is amended to read:
613.56 (3) (d) Merger or consolidation under s. 613.72, conversion under s. 613.75, voluntary dissolution under s. 613.74 or transfer of business or assets under s. 613.78;
79,187
Section 187
. 613.56 (5) of the statutes is created to read:
613.56 (5) Quorum and voting. Sections 181.0821 and 181.0824 apply to a committee of the board of a service insurance corporation, except that references to “board" shall be read as relating to “committee", references to “majority" in s. 181.0824 (1) shall be read as referring to a majority of the members appointed to serve on the committee, and references to “majority" in s. 181.0824 (2) shall be read as referring to a majority of the members appointed to serve on the committee who are present at the meeting.
79,188
Section 188
. 613.62 (1) of the statutes is amended to read:
613.62 (1) Liability. Sections
181.283 to 181.29 181.0833 and 181.0850 to 181.0855 apply to service insurance corporations.
79,189
Section 189
. 613.62 (2) of the statutes is amended to read:
613.62 (2) Indemnification. Sections 181.041 to 181.051 181.0871 to 181.0881 apply to service insurance corporations but no indemnification may be made until at least 30 days after notice to the commissioner, containing full details about the proposed indemnification.
79,190
Section 190
. 613.62 (3) of the statutes is amended to read:
613.62 (3) Insurance. Section
181.053 181.0883 applies to service insurance corporations.
79,191
Section 191
. 613.63 (1) of the statutes is amended to read:
613.63 (1) Establishment of compensation. Section 181.19 181.0302 (11) to (14) applies to service insurance corporations, except as modified by ss. 613.60 and sub. (2).
79,192
Section 192
. 613.63 (2) of the statutes is amended to read:
613.63 (2) Restrictions.
Sections 181.28 Subchapter XIII of ch. 181 and s. 611.63 (3) to (6) apply to service insurance corporations.
79,193
Section 193
. 613.69 (title) of the statutes is repealed and recreated to read:
613.69 (title) Distributions.
79,194
Section 194
. 613.69 (1) of the statutes is amended to read:
613.69 (1) (title) Stock and dividends general. Section 181.28 Subchapter XIII of ch. 181 applies to service insurance corporations.
79,195
Section 195
. 613.72 (title) of the statutes is amended to read:
613.72 (title) Merger and consolidation of service insurance corporations.
79,196
Section 196
. 613.72 (1) of the statutes is amended to read:
613.72 (1) Authorization. Any 2 or more domestic service insurance corporations may merge or consolidate, if they provide services of the same or a related nature, or if the services complement one another or there are other reasons that make it reasonable for a single corporation to render both. A written plan of merger or consolidation shall be prepared, setting forth all the terms of the proposed merger or consolidation and its effect on policyholders and members of both corporations. The plan shall also contain the articles and bylaws of the proposed new corporation.
79,197
Section 197
. 613.72 (2) of the statutes is amended to read:
613.72 (2) Commissioner's approval required. No proposed merger or consolidation plan under this section may be submitted to the members until the commissioner approves it.
79,198
Section 198
. 613.72 (5) of the statutes is amended to read:
613.72 (5) Application of ch. 181. Except as otherwise provided in this section, ss. 181.42 to 181.48 181.1101 to 181.1108 apply to service insurance corporations.
79,199
Section
199. 613.74 (1) of the statutes is amended to read:
613.74 (1) General. Sections
181.50 to 181.555 181.1401 to 181.1407 apply to service insurance corporations, except as provided in subs. (2) to (4).
79,200
Section 200
. 613.74 (2) of the statutes is amended to read:
613.74 (2) Plan of dissolution. At least 60 days prior to the submission to a vote of the members of any proposed voluntary dissolution of a service insurance corporation under s. 181.50 181.1401, the plan shall be filed with the commissioner. The commissioner may require the submission of such additional information as will establish the financial condition of the corporation or other facts relevant to the proposed dissolution. If the members 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 the commissioner finds, after a hearing, that it is insolvent or may become insolvent in the process of dissolution. Upon approval, the corporation may dissolve under ss. 181.51 to 181.555, except that the last sentence of s. 181.555 does not apply 181.1401 to 181.1407. Upon disapproval, the commissioner shall petition the court for liquidation or for rehabilitation under ch. 645.
79,201
Section 201
. 613.74 (3) of the statutes is amended to read:
613.74 (3) Conversion to involuntary liquidation. The corporation may at any time during the liquidation 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).
79,202
Section 202
. 613.74 (4) of the statutes is amended to read:
613.74 (4) Revocation of voluntary dissolution. If the corporation revokes the voluntary dissolution proceedings under s. 181.53 181.1404, a copy of the revocation of voluntary dissolution proceedings shall be filed with the commissioner.
79,203
Section 203
. 613.78 (1) of the statutes is amended to read:
613.78 (1) General. Section 181.49 applies Sections 181.1201 and 181.1202 apply to service insurance corporations except as modified by subs. (2) and (3).
79,204
Section 204
. 613.81 of the statutes is repealed.
79,205
Section 205
. 614.01 (6) of the statutes is amended to read:
614.01 (6) The definitions in ss. 181.02 (1), (3), (8) and (9) 181.0103 (3), (17) and (18), 600.03 and 610.01 (1), (2) and (4) apply to fraternals.
79,206
Section 206
. 614.07 (1) of the statutes is amended to read:
614.07 (1) Powers. Section
181.04 (1) to (14) and (16) 181.0302 applies to fraternals.
79,207
Section 207
. 614.07 (2) of the statutes is amended to read:
614.07 (2) Effect of unauthorized corporate acts. Section 181.057 181.0304 (1) and (2) applies to fraternals.
79,208
Section 208
. 614.07 (3) of the statutes is repealed.
79,209
Section 209
. 614.07 (4) of the statutes is amended to read:
614.07 (4) Waiver of notice and informal action. Sections 181.70 and 181.72 181.0704, 181.0706, 181.0821 and 181.0823 apply to fraternals.
79,210
Section 210
. 614.09 of the statutes is amended to read:
614.09 Reservation of corporate name. Section 181.07 applies Sections 181.0402 and 181.0403 (2), (3) and (3m) apply to fraternals, except that “department" shall be read “commissioner".
79,211
Section 211
. 614.12 (2) of the statutes is amended to read:
614.12 (2) Powers not enumerated. Section 181.31 (2) 181.0202 (2), (3) and (4) applies to fraternals.
79,212
Section 212
. 614.12 (3) of the statutes is amended to read:
614.12 (3) Principal officers.
Section 181.25 applies Sections 181.0840 and 181.0841 apply to fraternals. The articles or bylaws shall specifically designate 3 or more offices, the holders of which shall be the principal officers of the fraternal. The principal offices shall be held by at least 3 separate natural persons. The articles of incorporation or the bylaws may provide that any one or more officers of the fraternal shall be members of the board of directors. The officers of a fraternal may be designated by such titles as may be provided in the articles of incorporation or the bylaws. Any document required or permitted by this chapter to be signed by the president, vice president, secretary or assistant secretary may be signed by such officer as may be stated in the articles of incorporation or bylaws to correspond to the officer so required or permitted to sign.
79,213
Section 213
. 614.12 (4) of the statutes is amended to read:
614.12 (4) Bylaws. The bylaws shall comply with the provisions of this chapter, and a copy of the bylaws and any amendments to them shall be filed with the commissioner promptly after adoption, and notice of amendments to the bylaws shall be given promptly to members. Subject to this chapter, s. 181.13 applies ss. 181.0206 and 181.1021 apply to fraternals.
79,214
Section 214
. 614.51 (1) of the statutes is amended to read:
614.51 (1) General. Section 181.18 applies Sections 181.0801 (1) and (2) and 181.0802 apply to fraternals, except that the supreme governing body may act as the board of directors if it meets at least quarterly. Section 611.51 (2) to (9) applies to fraternals, except that the word “mutual" shall be read “fraternal" and the references to other sections of ch. 611 shall be to the corresponding sections of this chapter.
79,215
Section 215
. 614.53 of the statutes is amended to read:
614.53 Removal of directors and officers and filling of vacancies. 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 or may be removed under s. 181.26 ss. 181.0843 (2) and 181.0844. Any vacancy occurring in the board, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding regular election by the affirmative vote of a majority of the directors then in office, although less than a quorum. If the laws of the fraternal provide that at least two-thirds of the directors are elected by the members, elected director vacancies may be filled for the remainder of the terms for which there is a vacancy. If the vacancy is one to be filled in some manner other than by a regular election, the election by the board is effective only until a reasonable time has elapsed for choosing the director in that other manner. Section 181.21 (2) applies to fraternals In the event that the board of directors ceases to exist and there are no members having voting rights, the members without voting rights shall thereupon have power to elect a new board. A director elected under this section to fill the unexpired term of an elected director is an elected director within the meaning of s. 614.42 (1) (a).
79,216
Section 216
. 614.74 (1) of the statutes is amended to read:
614.74 (1) Plan of dissolution. At least 60 days prior to the submission to the supreme governing body or the members of any proposed voluntary dissolution, the proposal shall be filed with the commissioner. The commissioner may require the submission of additional information necessary to establish the financial condition of the fraternal or other facts relevant to the proposed dissolution. If the supreme governing body or the members adopt the resolution to dissolve by a majority of those voting or such larger number as the laws of the fraternal require, the commissioner shall, within 30 days after the adoption of the resolution, begin to examine the fraternal. The commissioner shall approve the dissolution unless finding, after a hearing, that it is insolvent or may become insolvent in the process of dissolution. Upon approval, the fraternal may dissolve under ss. 181.51 to 181.555, except that the last sentence of s. 181.555 does not apply 181.1401 to 181.1407. Upon disapproval, the commissioner shall petition the court for liquidation under s. 645.41 (10).
79,217
Section 217
. 614.74 (2) of the statutes is amended to read:
614.74 (2) Conversion to involuntary liquidation. The fraternal may at any time during the liquidation 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).
79,218
Section 218
. 614.74 (3) of the statutes is amended to read:
614.74 (3) Revocation of voluntary dissolution. If the fraternal revokes the voluntary dissolution proceedings under s. 181.53 181.1404, a copy of the revocation of voluntary dissolution proceedings shall be filed with the commissioner.
79,219
Section 219
. 618.21 (title) of the statutes is amended to read:
618.21 (title) Corporation law requirements from chs. 180, 181, 610, 611 and 623 applicable to nondomestic corporations.
79,220
Section 220
. 814.245 (2) (a) of the statutes is amended to read:
814.245 (2) (a) “Nonprofit corporation" has the meaning designated in s. 181.02 (8) 181.0103 (17).
79,221
Section 221
. 946.82 (4) of the statutes is amended to read:
946.82 (4) “Racketeering activity" means any activity specified in 18 USC 1961 (1) in effect as of April 27, 1982 or the attempt, conspiracy to commit, or commission of any of the felonies specified in: chs. 945 and 961 and ss. 49.49, 134.05, 139.44 (1), 180.0129, 181.69 181.0129, 184.09 (2), 185.825, 215.12, 221.0625, 221.0636, 221.0637, 221.1004, 551.41, 551.42, 551.43, 551.44, 553.41 (3) and (4), 553.52 (2), 940.01, 940.19 (3) to (6), 940.20, 940.203, 940.21, 940.30, 940.305, 940.31, 941.20 (2) and (3), 941.26, 941.28, 941.298, 941.31, 941.32, 943.01 (2) or (2g), 943.012, 943.013, 943.02, 943.03, 943.04, 943.05, 943.06, 943.10, 943.20 (3) (b) to (d), 943.23 (1g), (1m), (1r), (2) and (3), 943.24 (2), 943.25, 943.27, 943.28, 943.30, 943.32, 943.34 (1) (b) and (c), 943.38, 943.39, 943.40, 943.41 (8) (b) and (c), 943.50 (4) (b) and (c), 943.60, 943.70, 944.205, 944.21 (5) (c) and (e), 944.32, 944.33 (2), 944.34, 945.03, 945.04, 945.05, 945.08, 946.10, 946.11, 946.12, 946.13, 946.31, 946.32 (1), 946.48, 946.49, 946.61, 946.64, 946.65, 946.72, 946.76, 947.015, 948.05, 948.08, 948.12 and 948.30.
79,221t
Section 221t.
Initial applicability.
(1) Requirements for articles of incorporation. The treatment of section 181.0202 (1) of the statutes first applies to articles of incorporation that are filed or amended on the effective date of this subsection.
79,222
Section
222.0
Effective date.
(1) This act takes effect on January 1,
1999.
