SB423,184,2318
611.73
(2) (b)
Effect of merger. The effect of a merger under this subsection is
19the same as in the case of the merger of domestic mutuals, if the surviving mutual
20is to be governed by the laws of this state. If the surviving mutual is to be governed
21by the laws of a state other than this state, the effect of the merger is the same as in
22the case of the merger of domestic mutuals except as provided by the laws of that
23other state.
SB423, s. 129
24Section
129. 611.73 (3) of the statutes is amended to read:
SB423,185,7
1611.73
(3) Approval by the commissioner. The plan of merger
or consolidation 2shall be submitted to the commissioner for his or her approval after any necessary
3action by the boards and before any necessary action by the policyholders. The
4commissioner shall approve the plan unless he or she finds, after a hearing, that the
5proposed merger
or consolidation would be contrary to the law or to the interests of
6the insureds of any participating domestic corporation or the Wisconsin insureds of
7any participating nondomestic corporation.
SB423, s. 130
8Section
130. 611.74 (1) of the statutes is amended to read:
SB423,185,249
611.74
(1) Plan of dissolution. At least 60 days prior to the submission to
10shareholders or policyholders of any proposed voluntary dissolution of an insurance
11corporation under s. 180.1402 or
181.50 181.1401 the plan shall be filed with the
12commissioner. The commissioner may require the submission of additional
13information to establish the financial condition of the corporation or other facts
14relevant to the proposed dissolution. If the shareholders or policyholders adopt the
15resolution to dissolve, the commissioner shall, within 30 days after the adoption of
16the resolution, begin to examine the corporation. The commissioner shall approve
17the dissolution unless, after a hearing, the commissioner finds that it is insolvent or
18may become insolvent in the process of dissolution.
Upon Subject to chs. 600 to 645,
19upon approval, the corporation may dissolve under ss. 180.1402 to 180.1408 and
20180.1706, or ss.
181.51 to 181.555 181.1401 to 181.1407, except that
the last sentence
21of s. 181.555 does not apply and papers required by those sections to be filed with the
22department of financial institutions shall instead be filed with the commissioner.
23Upon disapproval, the commissioner shall petition the court for liquidation or for
24rehabilitation under ch. 645.
SB423, s. 131
25Section
131. 611.74 (2) of the statutes is amended to read:
SB423,186,5
1611.74
(2) Conversion to involuntary liquidation. The corporation may at
2any time during the liquidation under ss. 180.1402 to 180.1408 or
under ss.
181.51
3to 181.555 181.1401 to 181.1407 apply to the commissioner to have the liquidation
4continued under the commissioner's supervision; thereupon the commissioner shall
5apply to the court for liquidation under s. 645.41 (10).
SB423, s. 132
6Section
132. 611.74 (3) of the statutes is amended to read:
SB423,186,117
611.74
(3) Revocation of voluntary dissolution. If the corporation revokes
8the voluntary dissolution proceedings under ss. 180.1404 and 180.1706 or under s.
9181.53 181.1404, a copy of the articles of revocation of dissolution prepared under s.
10180.1404 or
the resolution revoking the voluntary dissolution proceedings adopted
11under s. 181.53 181.1404 shall be filed with the commissioner.
SB423, s. 133
12Section
133. 611.76 (1) (c) of the statutes is amended to read:
SB423,186,1713
611.76
(1) (c)
Conversion and merger. A domestic mutual may adopt a plan of
14acquisition
, or merger
or consolidation as part of a plan of conversion under this
15section. The commissioner shall approve the plan of acquisition
, or merger
or
16consolidation as part of the plan of conversion unless grounds for disapproval exist
17under s. 611.72 (3).
SB423, s. 134
18Section
134. 611.78 (1) of the statutes is amended to read:
SB423,186,2219
611.78
(1) (title)
Sale, lease, exchange or mortgage of a stock corporation's
20assets with or without shareholder action. Except as modified by subs. (2) and (3),
21ss.
180.1201, 180.1202, 180.1706 and 180.1708 (6) apply to stock corporations
and
22s. 181.49 applies to mutuals.
SB423, s. 135
23Section
135. 611.78 (1m) of the statutes is created to read:
SB423,187,724
611.78
(1m) Sale, lease, exchange or mortgage of a mutual's assets. (a)
25Except as modified by subs. (2) and (3), a sale, lease, exchange or other disposition
1of less than substantially all of the property and assets of a mutual, and the mortgage
2or pledge of any or all property and assets of a mutual, whether or not made in the
3usual and regular course of its affairs, may be made upon the terms and conditions
4authorized by the mutual's board of directors. Unless otherwise provided by the
5articles of incorporation, consent of the members is not required for a sale, lease,
6exchange or other disposition of property, or for a mortgage or pledge of property,
7authorized under this paragraph.
SB423,187,98
(b) A sale, lease, exchange or other disposition of property and assets under par.
9(a) may be authorized only in the following manner:
SB423,188,210
1. If the articles of incorporation give members the right to vote on the sale,
11lease, exchange or other disposition of all or substantially all of the mutual's property
12and assets, the board of directors shall adopt a resolution recommending the sale,
13lease, exchange or other disposition and directing that it be submitted to a vote at
14an annual or special meeting of the members. Written notice stating that the
15purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange
16or other disposition of all, or substantially all, of the property and assets of the
17mutual shall be given to each member entitled to vote at the meeting, within the time
18and in the manner provided by this chapter for providing notice of member meetings.
19At the meeting, the members may authorize the sale, lease, exchange or other
20disposition and may authorize the board of directors to fix any or all of the terms and
21conditions of the sale, lease, exchange or other disposition. The authorization shall
22be by the affirmative vote of at least two-thirds of the members present or
23represented by proxy at the meeting. After the authorization by a vote of the
24members, the board of directors, nevertheless, in its discretion, may abandon the
1sale, lease, exchange or other disposition, subject to the rights of 3rd parties under
2any contracts relating thereto, without further action or approval by the members.
SB423,188,63
2. If the articles of incorporation do not give members the right to vote on the
4sale, lease, exchange or other disposition of all or substantially all of a mutual's
5property and assets, the sale, lease, exchange or other disposition may be authorized
6by the vote of the majority of the directors in office.
SB423, s. 136
7Section
136. 612.01 (4) of the statutes is amended to read:
SB423,188,108
612.01
(4) Applicable definitions. The definitions in ss.
181.02 (1) to (3), (8)
9and (9) 181.0103 (3) and (18), 600.03 and 610.01 (1), (2) and (4) apply to town
10mutuals.
SB423, s. 137
11Section
137. 612.03 of the statutes is amended to read:
SB423,188,16
12612.03 General powers and effect of unauthorized corporate acts. 13Sections
181.04 (intro.), (1) to (8), (10), (11) and (14) to (16) 181.0302 (intro.), (1) to
14(8), (11) to (13), (18) and (19) and
181.057 (intro.), (1) and (2) 181.0304 apply to town
15mutuals
, except that references to "attorney general" shall be read as
16"commissioner". Section
181.04 181.0302 (7) is subject to s. 612.35.
SB423, s. 138
17Section
138. 612.04 (1) of the statutes is amended to read:
SB423,188,2118
612.04
(1) Right to amend articles and make and amend bylaws. Section
19181.35 applies Sections 181.0207 and 181.1001 apply to town mutuals. A town
20mutual may make and amend bylaws as provided by the articles or, in the absence
21of any such provision, in the same manner as the articles may be made or amended.
SB423, s. 139
22Section
139. 612.04 (2) of the statutes is amended to read:
SB423,189,223
612.04
(2) Approval required. No change in the articles
, or bylaws or in the
24business plan is effective until approved by the commissioner, nor may a town
25mutual depart from its business plan except with the commissioner's approval. No
1change may be made inconsistent with s. 612.02 (2). Section
181.41 181.1008 applies
2to town mutuals.
SB423, s. 140
3Section
140. 612.11 (2) (a) of the statutes is amended to read:
SB423,189,94
612.11
(2) (a)
Annual meeting. Notice of the time and place of the annual
5meeting shall be given to each member by printing it conspicuously on each policy
6or in any other reasonable manner that the commissioner approves. A change in
7time or place may be made by the board of directors by giving notice at least 10 days
8prior to the original date and 30 days prior to the new date
, in the manner prescribed
9in s. 181.15 or in any other reasonable manner that the commissioner approves.
SB423, s. 141
10Section
141. 612.11 (2) (b) of the statutes is amended to read:
SB423,189,1411
612.11
(2) (b)
Special meetings. Notice of special meetings shall be given to
12members at least 30 days prior to the date of the meeting, and shall state the
13proposed business to be brought before the meeting
, in the manner prescribed in s.
14181.15 or in any other reasonable manner that the commissioner approves.
SB423, s. 142
15Section
142. 612.12 (1) (c) of the statutes is amended to read:
SB423,189,1716
612.12
(1) (c) Merger,
consolidation, transfer of business under s. 612.24,
17conversion and voluntary dissolution;
SB423, s. 143
18Section
143. 612.13 (6) (b) of the statutes is amended to read:
SB423,189,2019
612.13
(6) (b)
Officers. Section 181.26 applies Sections 181.0843 and 181.0844
20apply to town mutuals.
SB423, s. 144
21Section
144. 612.21 (title) of the statutes is amended to read:
SB423,189,22
22612.21 (title)
Merger and consolidation of town mutuals.
SB423, s. 145
23Section
145. 612.21 (1) of the statutes is amended to read:
SB423,190,324
612.21
(1) (title)
Conditions for merger
or consolidation. Two or more town
25mutuals authorized to operate in all or part of the same or in contiguous territories
1not exceeding 16 counties altogether may merge into one of the constituent town
2mutuals, or
may consolidate into a new town mutual, under the procedure provided
3in this section.
SB423, s. 146
4Section
146. 612.21 (2) (intro.) of the statutes is amended to read:
SB423,190,75
612.21
(2) (title)
Plan of merger or consolidation. (intro.) The board of each
6participating town mutual shall adopt the same plan of merger
or consolidation by
7resolution stating:
SB423, s. 147
8Section
147. 612.21 (2) (b) of the statutes is amended to read:
SB423,190,109
612.21
(2) (b) The proposed terms, conditions and procedures for and estimated
10expenses of implementing the merger
or consolidation;
SB423, s. 148
11Section
148. 612.21 (5) of the statutes is repealed.
SB423, s. 149
12Section
149. 612.21 (6) of the statutes is amended to read:
SB423,190,1813
612.21
(6) Reports to commissioner. Each participating town mutual shall file
14with the commissioner a copy of the resolution adopted under sub. (4), stating the
15number of members entitled to vote, the number of members voting and the number
16of votes cast in favor of the plan, stating separately in each case the mail votes and
17the votes cast in person.
Any election of directors under sub. (5) shall also be reported
18to the commissioner.
SB423, s. 150
19Section
150. 612.21 (7) of the statutes is amended to read:
SB423,191,220
612.21
(7) Certificate of authority. If the requirements of the law are met,
21the commissioner shall issue a certificate of authority to the surviving
or new town
22mutual. Thereupon the nonsurviving town mutuals shall cease their legal existence
,
23the corporate existence of any new town mutual shall begin, and the directors elected
24under sub. (5) shall take office. The surviving
or new town mutual shall have all the
1assets and be liable for all of the obligations of each of the participating town
2mutuals.
SB423, s. 151
3Section
151. 612.22 (title) of the statutes is amended to read:
SB423,191,5
4612.22 (title)
Merger and consolidation of town mutuals into mutual
5insurance corporations.
SB423, s. 152
6Section
152. 612.22 (1) of the statutes is amended to read:
SB423,191,97
612.22
(1) (title)
Conditions for merger
or consolidation. One or more town
8mutuals may merge
or consolidate with a single domestic mutual under ch. 611. The
9surviving
or new corporation shall be a mutual under ch. 611.
SB423, s. 153
10Section
153. 612.22 (2) (intro.) of the statutes is amended to read:
SB423,191,1311
612.22
(2) (title)
Plan of merger or consolidation. (intro.) The board of each
12participating corporation shall adopt the same plan of merger under s.
181.42 (2) or
13plan of consolidation under s. 181.43 (2) 181.1101 (2), by resolution stating:
SB423, s. 154
14Section
154. 612.22 (2) (b) of the statutes is amended to read:
SB423,191,1615
612.22
(2) (b) The proposed terms, conditions and procedures for and estimated
16expenses of implementing the merger
or consolidation;
SB423, s. 155
17Section
155. 612.22 (5) of the statutes is repealed.
SB423, s. 156
18Section
156. 612.22 (6) of the statutes is amended to read:
SB423,191,2419
612.22
(6) Reports to commissioner. Each participating town mutual shall file
20with the commissioner a copy of the resolution adopted under sub. (4), stating the
21number of members entitled to vote, the number of members voting and the number
22of votes cast in favor of the plan, stating separately in each case the mail votes and
23the votes cast in person.
Any election of directors under sub. (5) shall also be reported
24to the commissioner.
SB423, s. 157
25Section
157. 612.22 (7) of the statutes is amended to read:
SB423,192,6
1612.22
(7) Certificate of authority. If the requirements of the law are met,
2the commissioner shall issue a certificate of authority to the surviving
or new 3mutual. Thereupon the nonsurviving corporations shall cease their legal existence
,
4the corporate existence of any new mutual shall begin, and the directors elected
5under sub. (5) shall take office. The surviving
or new mutual shall have all the assets
6and be liable for all of the obligations of each of the participating corporations.
SB423, s. 158
7Section
158. 612.70 of the statutes is amended to read:
SB423,192,11
8612.70 Waiver of notice and informal action. Sections
181.70 and 181.72 9181.0704, 181.0706, 181.0821 and 181.0823 apply to town mutuals.
Section
10181.0821 applies to a committee of the board except that references to "board" shall
11be read as "committee".
SB423, s. 159
12Section
159. 613.01 (1) of the statutes is amended to read:
SB423,192,1413
613.01
(1) Articles of incorporation. "Articles of incorporation" has the
14meaning designated under s.
181.02 181.0103 (1).
SB423, s. 160
15Section
160. 613.01 (2) of the statutes is amended to read:
SB423,192,1716
613.01
(2) Board of directors. "Board of directors" has the meaning
17designated
for "board" under s.
181.02 181.0103 (2).
SB423, s. 161
18Section
161. 613.01 (3) of the statutes is amended to read:
SB423,192,2019
613.01
(3) Bylaws. "Bylaws" has the meaning designated under s.
181.02 20181.0103 (3).
SB423, s. 162
21Section
162. 613.01 (5) of the statutes is amended to read:
SB423,192,2322
613.01
(5) Nonprofit corporation. "Nonprofit corporation" has the meaning
23designated under s.
181.02 (8) 181.0103 (17).
SB423, s. 163
24Section
163. 613.01 (6) of the statutes is amended to read:
SB423,193,2
1613.01
(6) Nonstock corporation. "Nonstock corporation" has the meaning
2designated under s.
181.02 (9) 181.0103 (18).
SB423, s. 164
3Section
164. 613.07 (1) of the statutes is amended to read:
SB423,193,54
613.07
(1) Powers. Service insurance corporations have the powers specified
5under s.
181.04 (1) to (12), (14) and (16) 181.0302.
SB423, s. 165
6Section
165. 613.07 (2) of the statutes is amended to read:
SB423,193,87
613.07
(2) Effect of unauthorized corporate acts. Section
181.057 181.0304 8applies to service insurance corporations.
SB423, s. 166
9Section
166. 613.07 (3) of the statutes is repealed.
SB423, s. 167
10Section
167. 613.07 (4) of the statutes is amended to read:
SB423,193,1511
613.07
(4) (title)
Waiver of notice and informal action by shareholders
12members or directors. Sections
181.70 and 181.72 181.0704 and 181.0706 apply to
13members of service insurance corporations and ss. 181.0821 and 181.0823 apply to
14the board of directors and committees of the board of directors of service insurance
15corporations.
SB423, s. 168
16Section
168. 613.10 of the statutes is amended to read:
SB423,193,19
17613.10 (title)
Reserved name and registered names. A service insurance
18corporation may reserve
or register a corporate name as provided in
s. 181.07 ss.
19181.0402 and 181.0403 (2), (3) and (3m).
SB423, s. 169
20Section
169. 613.12 (1) (intro.) of the statutes is amended to read:
SB423,193,2221
613.12
(1) Contents of articles. (intro.) The articles of a service insurance
22corporation shall conform to s.
181.31 181.0202, except that:
SB423, s. 170
23Section
170. 613.12 (1) (a) of the statutes is amended to read:
SB423,194,224
613.12
(1) (a) The name of the corporation shall include descriptive terms to
25indicate the general nature of the services or care to be provided, or a trade name that
1is generally understood as indicating such service or care, and shall comply with s.
2181.06 (3) 181.0401 (2) to (4);
SB423, s. 171
3Section
171. 613.12 (1) (am) of the statutes is created to read:
SB423,194,54
613.12
(1) (am) The articles shall include a statement that the corporation is
5a service insurance corporation organized under this chapter.
SB423, s. 172
6Section
172. 613.12 (2) of the statutes is amended to read:
SB423,194,107
613.12
(2) Bylaws. The bylaws of a service insurance corporation shall comply
8with this chapter, and with
all except the first sentence of s. 181.13 ss. 181.0206,
9181.0207 and 181.1020 to 181.1022. A copy of any amendments to the bylaws shall
10be filed with the commissioner within 60 days after adoption.