SB423: Bill Text

SB423, s. 99 Section 99. 611.29 (3) of the statutes is amended to read:

SB423,177,2 611.29 (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.

SB423, s. 100 Section 100. 611.29 (5) of the statutes is amended to read:

SB423,177,5 611.29 (5) Effect of amendment of articles. Section 180.1009 applies to stock corporations and s. 181.41 181.1008 applies to mutuals.

SB423, s. 101 Section 101. 611.42 (1) of the statutes is amended to read:

SB423,177,10 611.42 (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.

SB423, s. 102 Section 102. 611.42 (1e) of the statutes is created to read:

SB423,177,16 611.42 (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:

SB423,177,19 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.

SB423,177,21 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:

SB423,177,23 a. Give notice of the special meeting within 30 days after the date that the demand was delivered to the mutual.

SB423,177,24 b. Hold the special meeting in accordance with the notice.

SB423,178,4 (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:

SB423,178,7 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.

SB423,178,8 2. Enter any other orders necessary to accomplish the purpose of the meeting.

SB423, s. 103 Section 103. 611.42 (1m) of the statutes is created to read:

SB423,178,10 611.42 (1m) Record date. Section 181.0707 applies to mutuals.

SB423, s. 104 Section 104. 611.51 (1) of the statutes is amended to read:

SB423,178,14 611.51 (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.

SB423, s. 105 Section 105. 611.51 (6) of the statutes is amended to read:

SB423,178,19 611.51 (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.

SB423, s. 106 Section 106. 611.51 (7) of the statutes is amended to read:

SB423,178,23 611.51 (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.

SB423, s. 107 Section 107. 611.51 (8) of the statutes is amended to read:

SB423,179,3 611.51 (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.

SB423, s. 108 Section 108. 611.51 (9) (a) of the statutes is amended to read:

SB423,179,11 611.51 (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.

SB423, s. 109 Section 109. 611.51 (9) (am) of the statutes is created to read:

SB423,179,18 611.51 (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 members, 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.

SB423,180,2 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.

SB423,180,12 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 members 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.

SB423, s. 110 Section 110. 611.51 (9) (b) (title) of the statutes is created to read:

SB423,180,14 611.51 (9) (b) (title) Form of books, records or minutes.

SB423, s. 111 Section 111. 611.51 (9) (c) (title) of the statutes is created to read:

SB423,180,16 611.51 (9) (c) (title) Records of policyholders entitled to vote.

SB423, s. 112 Section 112. 611.53 (3) of the statutes is amended to read:

SB423,180,21 611.53 (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.

SB423, s. 113 Section 113. 611.53 (4) of the statutes is amended to read:

SB423,180,25 611.53 (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.

SB423, s. 114 Section 114. 611.54 (2) of the statutes is amended to read:

SB423,181,5 611.54 (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.

SB423, s. 115 Section 115. 611.56 (3) (d) of the statutes is amended to read:

SB423,181,9 611.56 (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;

SB423, s. 116 Section 116. 611.56 (5) of the statutes is amended to read:

SB423,181,18 611.56 (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 appointed to serve on the committee, and "majority" in s. 181.0824 (2) shall mean a majority of the members appointed to serve on the committee who are present at the meeting.

SB423, s. 117 Section 117. 611.62 (1) of the statutes is amended to read:

SB423,181,22 611.62 (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.

SB423, s. 118 Section 118. 611.62 (2) of the statutes is amended to read:

SB423,182,3 611.62 (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.

SB423, s. 119 Section 119. 611.62 (3) of the statutes is amended to read:

SB423,182,6 611.62 (3) Insurance. Section 180.0857 applies to stock corporations and s. 181.053 181.0883 applies to mutuals.

SB423, s. 120 Section 120. 611.62 (4) of the statutes is amended to read:

SB423,182,10 611.62 (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.

SB423, s. 121 Section 121. 611.63 (1) of the statutes is amended to read:

SB423,182,14 611.63 (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.

SB423, s. 122 Section 122. 611.73 (title) of the statutes is amended to read:

SB423,182,16 611.73 (title) Merger and consolidation of mutuals.

SB423, s. 123 Section 123. 611.73 (1) of the statutes is renumbered 611.73 (1) (a) and amended to read:

SB423,182,22 611.73 (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.

SB423, s. 124 Section 124. 611.73 (1) (b) of the statutes is created to read:

SB423,183,3 611.73 (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:

SB423,183,5 1. The names of the mutuals proposing to merge and the name of the surviving mutual into which they propose to merge.

SB423,183,6 2. The terms and conditions of the proposed merger.

SB423,183,8 3. The respective interests and rights of the members of the merging mutuals in the surviving mutual.

SB423,183,10 4. Any change in the articles of incorporation of the surviving mutual to be effected by the merger.

SB423,183,12 5. Other provisions with respect to the proposed merger that are considered necessary and desirable.

SB423, s. 125 Section 125. 611.73 (1) (c) of the statutes is created to read:

SB423,183,15 611.73 (1) (c) Approval of merger. A plan of merger may be adopted only in the following manner:

SB423,183,24 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.

SB423,184,4 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.

SB423, s. 126 Section 126. 611.73 (1) (d) of the statutes is created to read:

SB423,184,8 611.73 (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.

SB423, s. 127 Section 127. 611.73 (2) of the statutes is renumbered 611.73 (2) (a) and amended to read:

SB423,184,16 611.73 (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.

SB423, s. 128 Section 128. 611.73 (2) (b) of the statutes is created to read:

SB423,184,23 611.73 (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.

SB423, s. 129 Section 129. 611.73 (3) of the statutes is amended to read:

SB423,185,7 611.73 (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.

SB423, s. 130 Section 130. 611.74 (1) of the statutes is amended to read:

SB423,185,24 611.74 (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.

SB423, s. 131 Section 131. 611.74 (2) of the statutes is amended to read:

SB423,186,5 611.74 (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).

SB423, s. 132 Section 132. 611.74 (3) of the statutes is amended to read:

SB423,186,11 611.74 (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.

SB423, s. 133 Section 133. 611.76 (1) (c) of the statutes is amended to read:

SB423,186,17 611.76 (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).

SB423, s. 134 Section 134. 611.78 (1) of the statutes is amended to read:

SB423,186,22 611.78 (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.

SB423, s. 135 Section 135. 611.78 (1m) of the statutes is created to read: