AB765,182,2018
611.63
(1) General power. Subject to this section, ss. 180.0302 (11), (12) and
19(16) and 180.0811 apply to stock corporations and
ss. 181.04 (15) and 181.19 apply 20s. 181.0302 (11) to (14) applies to mutuals.
AB765, s. 122
21Section
122. 611.73 (title) of the statutes is amended to read:
AB765,182,22
22611.73 (title)
Merger and consolidation of mutuals.
AB765, s. 123
23Section
123. 611.73 (1) of the statutes is renumbered 611.73 (1) (a) and
24amended to read:
AB765,183,4
1611.73
(1) (a) (title)
In general. Any 2 or more domestic mutuals may merge
2or consolidate under the procedures of
this section and ss.
181.42 to 181.47 181.1105
3and 181.1106, except that papers required by those sections to be filed with the
4department of financial institutions shall instead be filed with the commissioner.
AB765, s. 124
5Section
124. 611.73 (1) (b) of the statutes is created to read:
AB765,183,86
611.73
(1) (b)
Plan of merger and board resolution. The board of directors of
7each mutual shall, by resolution adopted by each such board, approve a plan of
8merger that includes all of the following:
AB765,183,109
1. The names of the mutuals proposing to merge and the name of the surviving
10mutual into which they propose to merge.
AB765,183,1111
2. The terms and conditions of the proposed merger.
AB765,183,1312
3. The respective interests and rights of the members of the merging mutuals
13in the surviving mutual.
AB765,183,1514
4. Any change in the articles of incorporation of the surviving mutual to be
15effected by the merger.
AB765,183,1716
5. Other provisions with respect to the proposed merger that are considered
17necessary and desirable.
AB765, s. 125
18Section
125. 611.73 (1) (c) of the statutes is created to read:
AB765,183,2019
611.73
(1) (c)
Approval of merger. A plan of merger may be adopted only in the
20following manner:
AB765,184,421
1. If the articles of incorporation or bylaws of a merging mutual give members
22the right to vote on the merger, the board of directors of the mutual shall adopt a
23resolution approving the proposed plan and directing that it be submitted to a vote
24at a meeting of members, which may be either an annual or a special meeting.
25Written notice setting forth the proposed plan or summary of the plan shall be given
1to each member entitled to vote at the meeting within the time and in the manner
2provided in this chapter for the giving of notice of meetings of members. The
3proposed plan shall be adopted by at least two-thirds of the votes entitled to be cast
4by the members present or represented by proxy at the meeting.
AB765,184,85
2. If the articles of incorporation or bylaws of any merging mutual do not give
6the members the right to vote on the merger, a plan of merger shall be adopted at a
7meeting of the board of directors of each mutual by at least a majority of the directors
8in office.
AB765, s. 126
9Section
126. 611.73 (1) (d) of the statutes is created to read:
AB765,184,1210
611.73
(1) (d)
Abandonment of merger. After approval under par. (c) and prior
11to the filing of the articles of merger, the merger may be abandoned pursuant to the
12provisions for abandonment, if any, set forth in the plan of merger.
AB765, s. 127
13Section
127. 611.73 (2) of the statutes is renumbered 611.73 (2) (a) and
14amended to read:
AB765,184,2015
611.73
(2) (a) (title)
In general. Any 2 or more domestic and foreign mutuals
16may merge
or consolidate under s. 181.48 if the merger is permitted by the laws of
17the state in which the foreign mutuals are organized. Each domestic mutual shall
18comply with the provisions of this section with respect to the merger of domestic
19corporations and each foreign mutual shall comply with the applicable provisions of
20the laws of the state under which it is organized.
AB765, s. 128
21Section
128. 611.73 (2) (b) of the statutes is created to read:
AB765,185,222
611.73
(2) (b)
Effect of merger. The effect of a merger under this subsection is
23the same as in the case of the merger of domestic mutuals, if the surviving mutual
24is to be governed by the laws of this state. If the surviving mutual is to be governed
25by the laws of a state other than this state, the effect of the merger is the same as in
1the case of the merger of domestic mutuals except as provided by the laws of that
2other state.
AB765, s. 129
3Section
129. 611.73 (3) of the statutes is amended to read:
AB765,185,104
611.73
(3) Approval by the commissioner. The plan of merger
or consolidation 5shall be submitted to the commissioner for his or her approval after any necessary
6action by the boards and before any necessary action by the policyholders. The
7commissioner shall approve the plan unless he or she finds, after a hearing, that the
8proposed merger
or consolidation would be contrary to the law or to the interests of
9the insureds of any participating domestic corporation or the Wisconsin insureds of
10any participating nondomestic corporation.
AB765, s. 130
11Section
130. 611.74 (1) of the statutes is amended to read:
AB765,186,212
611.74
(1) Plan of dissolution. At least 60 days prior to the submission to
13shareholders or policyholders of any proposed voluntary dissolution of an insurance
14corporation under s. 180.1402 or
181.50 181.1401 the plan shall be filed with the
15commissioner. The commissioner may require the submission of additional
16information to establish the financial condition of the corporation or other facts
17relevant to the proposed dissolution. If the shareholders or policyholders adopt the
18resolution to dissolve, the commissioner shall, within 30 days after the adoption of
19the resolution, begin to examine the corporation. The commissioner shall approve
20the dissolution unless, after a hearing, the commissioner finds that it is insolvent or
21may become insolvent in the process of dissolution.
Upon Subject to chs. 600 to 645,
22upon approval, the corporation may dissolve under ss. 180.1402 to 180.1408 and
23180.1706, or ss.
181.51 to 181.555 181.1401 to 181.1407, except that
the last sentence
24of s. 181.555 does not apply and papers required by those sections to be filed with the
25department of financial institutions shall instead be filed with the commissioner.
1Upon disapproval, the commissioner shall petition the court for liquidation or for
2rehabilitation under ch. 645.
AB765, s. 131
3Section
131. 611.74 (2) of the statutes is amended to read:
AB765,186,84
611.74
(2) Conversion to involuntary liquidation. The corporation may at
5any time during the liquidation under ss. 180.1402 to 180.1408 or
under ss.
181.51
6to 181.555 181.1401 to 181.1407 apply to the commissioner to have the liquidation
7continued under the commissioner's supervision; thereupon the commissioner shall
8apply to the court for liquidation under s. 645.41 (10).
AB765, s. 132
9Section
132. 611.74 (3) of the statutes is amended to read:
AB765,186,1410
611.74
(3) Revocation of voluntary dissolution. If the corporation revokes
11the voluntary dissolution proceedings under ss. 180.1404 and 180.1706 or under s.
12181.53 181.1404, a copy of the articles of revocation of dissolution prepared under s.
13180.1404 or
the resolution revoking the voluntary dissolution proceedings adopted
14under s. 181.53 181.1404 shall be filed with the commissioner.
AB765, s. 133
15Section
133. 611.76 (1) (c) of the statutes is amended to read:
AB765,186,2016
611.76
(1) (c)
Conversion and merger. A domestic mutual may adopt a plan of
17acquisition
, or merger
or consolidation as part of a plan of conversion under this
18section. The commissioner shall approve the plan of acquisition
, or merger
or
19consolidation as part of the plan of conversion unless grounds for disapproval exist
20under s. 611.72 (3).
AB765, s. 134
21Section
134. 611.78 (1) of the statutes is amended to read:
AB765,186,2522
611.78
(1) (title)
Sale, lease, exchange or mortgage of a stock corporation's
23assets with or without shareholder action. Except as modified by subs. (2) and (3),
24ss.
180.1201, 180.1202, 180.1706 and 180.1708 (6) apply to stock corporations
and
25s. 181.49 applies to mutuals.
AB765, s. 135
1Section
135. 611.78 (1m) of the statutes is created to read:
AB765,187,102
611.78
(1m) Sale, lease, exchange or mortgage of a mutual's assets. (a)
3Except as modified by subs. (2) and (3), a sale, lease, exchange or other disposition
4of less than substantially all of the property and assets of a mutual, and the mortgage
5or pledge of any or all property and assets of a mutual, whether or not made in the
6usual and regular course of its affairs, may be made upon the terms and conditions
7authorized by the mutual's board of directors. Unless otherwise provided by the
8articles of incorporation, consent of the members is not required for a sale, lease,
9exchange or other disposition of property, or for a mortgage or pledge of property,
10authorized under this paragraph.
AB765,187,1211
(b) A sale, lease, exchange or other disposition of property and assets under par.
12(a) may be authorized only in the following manner:
AB765,188,413
1. If the articles of incorporation give members the right to vote on the sale,
14lease, exchange or other disposition of all or substantially all of the mutual's property
15and assets, the board of directors shall adopt a resolution recommending the sale,
16lease, exchange or other disposition and directing that it be submitted to a vote at
17an annual or special meeting of the members. Written notice stating that the
18purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange
19or other disposition of all, or substantially all, of the property and assets of the
20mutual shall be given to each member entitled to vote at the meeting, within the time
21and in the manner provided by this chapter for providing notice of member meetings.
22At the meeting, the members may authorize the sale, lease, exchange or other
23disposition and may authorize the board of directors to fix any or all of the terms and
24conditions of the sale, lease, exchange or other disposition. The authorization shall
25be by the affirmative vote of at least two-thirds of the members present or
1represented by proxy at the meeting. After the authorization by a vote of the
2members, the board of directors, nevertheless, in its discretion, may abandon the
3sale, lease, exchange or other disposition, subject to the rights of 3rd parties under
4any contracts relating thereto, without further action or approval by the members.
AB765,188,85
2. If the articles of incorporation do not give members the right to vote on the
6sale, lease, exchange or other disposition of all or substantially all of a mutual's
7property and assets, the sale, lease, exchange or other disposition may be authorized
8by the vote of the majority of the directors in office.
AB765, s. 136
9Section
136. 612.01 (4) of the statutes is amended to read:
AB765,188,1210
612.01
(4) Applicable definitions. The definitions in ss.
181.02 (1) to (3), (8)
11and (9) 181.0103 (3) and (18), 600.03 and 610.01 (1), (2) and (4) apply to town
12mutuals.
AB765, s. 137
13Section
137. 612.03 of the statutes is amended to read:
AB765,188,18
14612.03 General powers and effect of unauthorized corporate acts. 15Sections
181.04 (intro.), (1) to (8), (10), (11) and (14) to (16) 181.0302 (intro.), (1) to
16(8), (11) to (13), (18) and (19) and
181.057 (intro.), (1) and (2) 181.0304 apply to town
17mutuals
, except that references to "attorney general" shall be read as
18"commissioner". Section
181.04 181.0302 (7) is subject to s. 612.35.
AB765, s. 138
19Section
138. 612.04 (1) of the statutes is amended to read:
AB765,188,2320
612.04
(1) Right to amend articles and make and amend bylaws. Section
21181.35 applies Sections 181.0207 and 181.1001 apply to town mutuals. A town
22mutual may make and amend bylaws as provided by the articles or, in the absence
23of any such provision, in the same manner as the articles may be made or amended.
AB765, s. 139
24Section
139. 612.04 (2) of the statutes is amended to read:
AB765,189,5
1612.04
(2) Approval required. No change in the articles
, or bylaws or in the
2business plan is effective until approved by the commissioner, nor may a town
3mutual depart from its business plan except with the commissioner's approval. No
4change may be made inconsistent with s. 612.02 (2). Section
181.41 181.1008 applies
5to town mutuals.
AB765, s. 140
6Section
140. 612.11 (2) (a) of the statutes is amended to read:
AB765,189,127
612.11
(2) (a)
Annual meeting. Notice of the time and place of the annual
8meeting shall be given to each member by printing it conspicuously on each policy
9or in any other reasonable manner that the commissioner approves. A change in
10time or place may be made by the board of directors by giving notice at least 10 days
11prior to the original date and 30 days prior to the new date
, in the manner prescribed
12in s. 181.15 or in any other reasonable manner that the commissioner approves.
AB765, s. 141
13Section
141. 612.11 (2) (b) of the statutes is amended to read:
AB765,189,1714
612.11
(2) (b)
Special meetings. Notice of special meetings shall be given to
15members at least 30 days prior to the date of the meeting, and shall state the
16proposed business to be brought before the meeting
, in the manner prescribed in s.
17181.15 or in any other reasonable manner that the commissioner approves.
AB765, s. 142
18Section
142. 612.12 (1) (c) of the statutes is amended to read:
AB765,189,2019
612.12
(1) (c) Merger,
consolidation, transfer of business under s. 612.24,
20conversion and voluntary dissolution;
AB765, s. 143
21Section
143. 612.13 (6) (b) of the statutes is amended to read:
AB765,189,2322
612.13
(6) (b)
Officers. Section 181.26 applies Sections 181.0843 and 181.0844
23apply to town mutuals.
AB765, s. 144
24Section
144. 612.21 (title) of the statutes is amended to read:
AB765,189,25
25612.21 (title)
Merger and consolidation of town mutuals.
AB765, s. 145
1Section
145. 612.21 (1) of the statutes is amended to read:
AB765,190,62
612.21
(1) (title)
Conditions for merger
or consolidation. Two or more town
3mutuals authorized to operate in all or part of the same or in contiguous territories
4not exceeding 16 counties altogether may merge into one of the constituent town
5mutuals, or
may consolidate into a new town mutual, under the procedure provided
6in this section.
AB765, s. 146
7Section
146. 612.21 (2) (intro.) of the statutes is amended to read:
AB765,190,108
612.21
(2) (title)
Plan of merger or consolidation. (intro.) The board of each
9participating town mutual shall adopt the same plan of merger
or consolidation by
10resolution stating:
AB765, s. 147
11Section
147. 612.21 (2) (b) of the statutes is amended to read:
AB765,190,1312
612.21
(2) (b) The proposed terms, conditions and procedures for and estimated
13expenses of implementing the merger
or consolidation;
AB765, s. 148
14Section
148. 612.21 (5) of the statutes is repealed.
AB765, s. 149
15Section
149. 612.21 (6) of the statutes is amended to read:
AB765,190,2116
612.21
(6) Reports to commissioner. Each participating town mutual shall file
17with the commissioner a copy of the resolution adopted under sub. (4), stating the
18number of members entitled to vote, the number of members voting and the number
19of votes cast in favor of the plan, stating separately in each case the mail votes and
20the votes cast in person.
Any election of directors under sub. (5) shall also be reported
21to the commissioner.
AB765, s. 150
22Section
150. 612.21 (7) of the statutes is amended to read:
AB765,191,423
612.21
(7) Certificate of authority. If the requirements of the law are met,
24the commissioner shall issue a certificate of authority to the surviving
or new town
25mutual. Thereupon the nonsurviving town mutuals shall cease their legal existence
,
1the corporate existence of any new town mutual shall begin, and the directors elected
2under sub. (5) shall take office. The surviving
or new town mutual shall have all the
3assets and be liable for all of the obligations of each of the participating town
4mutuals.
AB765, s. 151
5Section
151. 612.22 (title) of the statutes is amended to read:
AB765,191,7
6612.22 (title)
Merger and consolidation of town mutuals into mutual
7insurance corporations.
AB765, s. 152
8Section
152. 612.22 (1) of the statutes is amended to read:
AB765,191,119
612.22
(1) (title)
Conditions for merger
or consolidation. One or more town
10mutuals may merge
or consolidate with a single domestic mutual under ch. 611. The
11surviving
or new corporation shall be a mutual under ch. 611.
AB765, s. 153
12Section
153. 612.22 (2) (intro.) of the statutes is amended to read:
AB765,191,1513
612.22
(2) (title)
Plan of merger or consolidation. (intro.) The board of each
14participating corporation shall adopt the same plan of merger under s.
181.42 (2) or
15plan of consolidation under s. 181.43 (2) 181.1101 (2), by resolution stating:
AB765, s. 154
16Section
154. 612.22 (2) (b) of the statutes is amended to read:
AB765,191,1817
612.22
(2) (b) The proposed terms, conditions and procedures for and estimated
18expenses of implementing the merger
or consolidation;
AB765, s. 155
19Section
155. 612.22 (5) of the statutes is repealed.
AB765, s. 156
20Section
156. 612.22 (6) of the statutes is amended to read:
AB765,192,221
612.22
(6) Reports to commissioner. Each participating town mutual shall file
22with the commissioner a copy of the resolution adopted under sub. (4), stating the
23number of members entitled to vote, the number of members voting and the number
24of votes cast in favor of the plan, stating separately in each case the mail votes and
1the votes cast in person.
Any election of directors under sub. (5) shall also be reported
2to the commissioner.
AB765, s. 157
3Section
157. 612.22 (7) of the statutes is amended to read:
AB765,192,94
612.22
(7) Certificate of authority. If the requirements of the law are met,
5the commissioner shall issue a certificate of authority to the surviving
or new 6mutual. Thereupon the nonsurviving corporations shall cease their legal existence
,
7the corporate existence of any new mutual shall begin, and the directors elected
8under sub. (5) shall take office. The surviving
or new mutual shall have all the assets
9and be liable for all of the obligations of each of the participating corporations.
AB765, s. 158
10Section
158. 612.70 of the statutes is amended to read:
AB765,192,14
11612.70 Waiver of notice and informal action. Sections
181.70 and 181.72 12181.0704, 181.0706, 181.0821 and 181.0823 apply to town mutuals.
Section
13181.0821 applies to a committee of the board except that references to "board" shall
14be read as "committee".
AB765, s. 159
15Section
159. 613.01 (1) of the statutes is amended to read:
AB765,192,1716
613.01
(1) Articles of incorporation. "Articles of incorporation" has the
17meaning designated under s.
181.02 181.0103 (1).
AB765, s. 160
18Section
160. 613.01 (2) of the statutes is amended to read:
AB765,192,2019
613.01
(2) Board of directors. "Board of directors" has the meaning
20designated
for "board" under s.
181.02 181.0103 (2).
AB765, s. 161
21Section
161. 613.01 (3) of the statutes is amended to read:
AB765,192,2322
613.01
(3) Bylaws. "Bylaws" has the meaning designated under s.
181.02 23181.0103 (3).