AB765, s. 194
20Section
194. 613.69 (1) of the statutes is amended to read:
AB765,197,2221
613.69
(1) (title)
Stock and dividends general.
Section 181.28 Subchapter XIII
22of ch. 181 applies to service insurance corporations.
AB765, s. 195
23Section
195. 613.72 (title) of the statutes is amended to read:
AB765,197,25
24613.72 (title)
Merger and consolidation of service insurance
25corporations.
AB765, s. 196
1Section
196. 613.72 (1) of the statutes is amended to read:
AB765,198,92
613.72
(1) Authorization. Any 2 or more domestic service insurance
3corporations may merge
or consolidate, if they provide services of the same or a
4related nature, or if the services complement one another or there are other reasons
5that make it reasonable for a single corporation to render both. A written plan of
6merger
or consolidation shall be prepared, setting forth all the terms of the proposed
7merger
or consolidation and its effect on policyholders and members of both
8corporations. The plan shall also contain the articles and bylaws of the proposed new
9corporation.
AB765, s. 197
10Section
197. 613.72 (2) of the statutes is amended to read:
AB765,198,1311
613.72
(2) Commissioner's approval required. No proposed merger
or
12consolidation plan under this section may be submitted to the members until the
13commissioner approves it.
AB765, s. 198
14Section
198. 613.72 (5) of the statutes is amended to read:
AB765,198,1615
613.72
(5) Application of ch. 181. Except as otherwise provided in this section,
16ss.
181.42 to 181.48 181.1101 to 181.1108 apply to service insurance corporations.
AB765, s. 199
17Section
199. 613.74 (1) of the statutes is amended to read:
AB765,198,1918
613.74
(1) General. Sections
181.50 to 181.555 181.1401 to 181.1407 apply to
19service insurance corporations, except as provided in subs. (2) to (4).
AB765, s. 200
20Section
200. 613.74 (2) of the statutes is amended to read:
AB765,199,821
613.74
(2) Plan of dissolution. At least 60 days prior to the submission to
a
22vote of the members of any proposed voluntary dissolution of a service insurance
23corporation under s.
181.50 181.1401, the plan shall be filed with the commissioner.
24The commissioner may require the submission of such additional information as will
25establish the financial condition of the corporation or other facts relevant to the
1proposed dissolution. If the members adopt the resolution to dissolve, the
2commissioner shall, within 30 days after the adoption of the resolution, begin to
3examine the corporation. The commissioner shall approve the dissolution unless the
4commissioner finds, after a hearing, that it is insolvent or may become insolvent in
5the process of dissolution. Upon approval, the corporation may dissolve under ss.
6181.51 to 181.555, except that the last sentence of s. 181.555 does not apply 181.1401
7to 181.1407. Upon disapproval, the commissioner shall petition the court for
8liquidation or for rehabilitation under ch. 645.
AB765, s. 201
9Section
201. 613.74 (3) of the statutes is amended to read:
AB765,199,1410
613.74
(3) Conversion to involuntary liquidation. The corporation may at
11any time during the liquidation under ss.
181.51 to 181.555 181.1401 to 181.1407 12apply to the commissioner to have the liquidation continued under the
13commissioner's supervision; thereupon the commissioner shall apply to the court for
14liquidation under s. 645.41 (10).
AB765, s. 202
15Section
202. 613.74 (4) of the statutes is amended to read:
AB765,199,1816
613.74
(4) Revocation of voluntary dissolution. If the corporation revokes
17the voluntary dissolution proceedings under s.
181.53
181.1404, a copy of the
18revocation of voluntary dissolution proceedings shall be filed with the commissioner.
AB765, s. 203
19Section
203. 613.78 (1) of the statutes is amended to read:
AB765,199,2120
613.78
(1) General. Section 181.49 applies Sections 181.1201 and 181.1202
21apply to service insurance corporations except as modified by subs. (2) and (3).
AB765, s. 205
23Section
205. 614.01 (6) of the statutes is amended to read:
AB765,199,2524
614.01
(6) The definitions in ss.
181.02 (1), (3), (8) and (9) 181.0103 (3), (17) and
25(18), 600.03 and 610.01 (1), (2) and (4) apply to fraternals.
AB765, s. 206
1Section
206. 614.07 (1) of the statutes is amended to read:
AB765,200,32
614.07
(1) Powers. Section
181.04 (1) to (14) and (16) 181.0302 applies to
3fraternals.
AB765, s. 207
4Section
207. 614.07 (2) of the statutes is amended to read:
AB765,200,65
614.07
(2) Effect of unauthorized corporate acts. Section
181.057 181.0304 6(1) and (2) applies to fraternals.
AB765, s. 208
7Section
208. 614.07 (3) of the statutes is repealed.
AB765, s. 209
8Section
209. 614.07 (4) of the statutes is amended to read:
AB765,200,109
614.07
(4) Waiver of notice and informal action. Sections
181.70 and 181.72 10181.0704, 181.0706, 181.0821 and 181.0823 apply to fraternals.
AB765, s. 210
11Section
210. 614.09 of the statutes is amended to read:
AB765,200,14
12614.09 Reservation of corporate name.
Section 181.07 applies Sections
13181.0402 and 181.0403 (2), (3) and (3m) apply to fraternals, except that "department"
14shall be read "commissioner".
AB765, s. 211
15Section
211. 614.12 (2) of the statutes is amended to read:
AB765,200,1716
614.12
(2) Powers not enumerated. Section
181.31 (2) 181.0202 (2), (3) and (4) 17applies to fraternals.
AB765, s. 212
18Section
212. 614.12 (3) of the statutes is amended to read:
AB765,201,419
614.12
(3) Principal officers. Section 181.25 applies Sections 181.0840 and
20181.0841 apply to fraternals. The articles or bylaws shall specifically designate 3 or
21more offices, the holders of which shall be the principal officers of the fraternal. The
22principal offices shall be held by at least 3 separate natural persons.
The articles of
23incorporation or the bylaws may provide that any one or more officers of the fraternal
24shall be members of the board of directors. The officers of a fraternal may be
25designated by such titles as may be provided in the articles of incorporation or the
1bylaws. Any document required or permitted by this chapter to be signed by the
2president, vice president, secretary or assistant secretary may be signed by such
3officer as may be stated in the articles of incorporation or bylaws to correspond to the
4officer so required or permitted to sign.
AB765, s. 213
5Section
213. 614.12 (4) of the statutes is amended to read:
AB765,201,106
614.12
(4) Bylaws. The bylaws shall comply with the provisions of this chapter,
7and a copy of the bylaws and any amendments to them shall be filed with the
8commissioner promptly after adoption, and notice of amendments to the bylaws shall
9be given promptly to members. Subject to this chapter,
s. 181.13 applies ss. 181.0206
10and 181.1021 apply to fraternals.
AB765, s. 214
11Section
214. 614.51 (1) of the statutes is amended to read:
AB765,201,1612
614.51
(1) General. Section 181.18 applies Sections 181.0801 (1) and (2) and
13181.0802 apply to fraternals, except that the supreme governing body may act as the
14board of directors if it meets at least quarterly. Section 611.51 (2) to (9) applies to
15fraternals, except that the word "mutual" shall be read "fraternal" and the references
16to other sections of ch. 611 shall be to the corresponding sections of this chapter.
AB765, s. 215
17Section
215. 614.53 of the statutes is amended to read:
AB765,202,9
18614.53 Removal of directors and officers and filling of vacancies. A
19director may be removed from office for cause by an affirmative vote of a majority of
20the full board at a meeting of the board called for that purpose or may be removed
21under
s. 181.26 ss. 181.0843 (2) and 181.0844. Any vacancy occurring in the board,
22including a vacancy created by an increase in the number of directors, may be filled
23until the next succeeding regular election by the affirmative vote of a majority of the
24directors then in office, although less than a quorum. If the laws of the fraternal
25provide that at least two-thirds of the directors are elected by the members, elected
1director vacancies may be filled for the remainder of the terms for which there is a
2vacancy. If the vacancy is one to be filled in some manner other than by a regular
3election, the election by the board is effective only until a reasonable time has elapsed
4for choosing the director in that other manner.
Section 181.21 (2) applies to
5fraternals In the event that the board of directors ceases to exist and there are no
6members having voting rights, the members without voting rights shall thereupon
7have power to elect a new board. A director elected under this section to fill the
8unexpired term of an elected director is an elected director within the meaning of s.
9614.42 (1) (a).
AB765, s. 216
10Section
216. 614.74 (1) of the statutes is amended to read:
AB765,202,2411
614.74
(1) Plan of dissolution. At least 60 days prior to the submission to the
12supreme governing body or the members of any proposed voluntary dissolution, the
13proposal shall be filed with the commissioner. The commissioner may require the
14submission of additional information necessary to establish the financial condition
15of the fraternal or other facts relevant to the proposed dissolution. If the supreme
16governing body or the members adopt the resolution to dissolve by a majority of those
17voting or such larger number as the laws of the fraternal require, the commissioner
18shall, within 30 days after the adoption of the resolution, begin to examine the
19fraternal. The commissioner shall approve the dissolution unless finding, after a
20hearing, that it is insolvent or may become insolvent in the process of dissolution.
21Upon approval, the fraternal may dissolve under ss.
181.51 to 181.555, except that
22the last sentence of s. 181.555 does not apply 181.1401 to 181.1407. Upon
23disapproval, the commissioner shall petition the court for liquidation under s. 645.41
24(10).
AB765, s. 217
25Section
217. 614.74 (2) of the statutes is amended to read:
AB765,203,5
1614.74
(2) Conversion to involuntary liquidation. The fraternal may at any
2time during the liquidation under ss.
181.51 to 181.555 181.1401 to 181.1407 apply
3to the commissioner to have the liquidation continued under the commissioner's
4supervision; thereupon the commissioner shall apply to the court for liquidation
5under s. 645.41 (10).
AB765, s. 218
6Section
218. 614.74 (3) of the statutes is amended to read:
AB765,203,97
614.74
(3) Revocation of voluntary dissolution. If the fraternal revokes the
8voluntary dissolution proceedings under s.
181.53
181.1404, a copy of the revocation
9of voluntary dissolution proceedings shall be filed with the commissioner.
AB765, s. 219
10Section
219. 618.21 (title) of the statutes is amended to read:
AB765,203,12
11618.21 (title)
Corporation law requirements from chs. 180, 181, 610, 611
12and 623 applicable to nondomestic corporations.
AB765, s. 220
13Section
220. 814.245 (2) (a) of the statutes is amended to read:
AB765,203,1514
814.245
(2) (a) "Nonprofit corporation" has the meaning designated in s.
181.02
15(8) 181.0103 (17).
AB765, s. 221
16Section
221. 946.82 (4) of the statutes is amended to read:
AB765,204,417
946.82
(4) "Racketeering activity" means any activity specified in
18 USC 1961 18(1) in effect as of April 27, 1982 or the attempt, conspiracy to commit, or commission
19of any of the felonies specified in: chs. 945 and 961 and ss. 49.49, 134.05, 139.44 (1),
20180.0129,
181.69 181.0129, 184.09 (2), 185.825, 215.12, 221.0625, 221.0636,
21221.0637, 221.1004, 551.41, 551.42, 551.43, 551.44, 553.41 (3) and (4), 553.52 (2),
22940.01, 940.19 (3) to (6), 940.20, 940.203, 940.21, 940.30, 940.305, 940.31, 941.20 (2)
23and (3), 941.26, 941.28, 941.298, 941.31, 941.32, 943.01 (2) or (2g), 943.012, 943.013,
24943.02, 943.03, 943.04, 943.05, 943.06, 943.10, 943.20 (3) (b) to (d), 943.23 (1g), (1m),
25(1r), (2) and (3), 943.24 (2), 943.25, 943.27, 943.28, 943.30, 943.32, 943.34 (1) (b) and
1(c), 943.38, 943.39, 943.40, 943.41 (8) (b) and (c), 943.50 (4) (b) and (c), 943.60, 943.70,
2944.205, 944.21 (5) (c) and (e), 944.32, 944.33 (2), 944.34, 945.03, 945.04, 945.05,
3945.08, 946.10, 946.11, 946.12, 946.13, 946.31, 946.32 (1), 946.48, 946.49, 946.61,
4946.64, 946.65, 946.72, 946.76, 947.015, 948.05, 948.08, 948.12 and 948.30.
AB765,204,66
(1) This act takes effect on January 1, 1999.