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148. 612.21 (5) of the statutes is repealed.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.
SB423, s. 173
11Section
173. 613.29 (1) of the statutes is amended to read:
SB423,194,1512
613.29
(1) Right to amend articles. A service insurance corporation may
13amend its articles under ss.
181.35 to 181.37 and 181.39 181.1001 to 181.1007 in any
14desired respect including substantial changes of its original purposes not
15inconsistent with this chapter. No amendment may be made contrary to s. 613.12.
SB423, s. 174
16Section
174. 613.29 (3) of the statutes is amended to read:
SB423,194,1817
613.29
(3) Effect of amendment. Section
181.41 181.1008 applies to service
18insurance corporations.
SB423, s. 175
19Section
175. 613.40 (1) of the statutes is amended to read:
SB423,194,2120
613.40
(1) Meetings of members. Sections
181.14 and 181.15 181.0160,
21181.0701, 181.0702 and 181.0705 apply to service insurance corporations.
SB423, s. 176
22Section
176. 613.40 (2) of the statutes is amended to read:
SB423,194,2523
613.40
(2) Voting and quorum. Sections
181.16 and 181.71 181.0721, 181.0723
24and 181.0724 apply to service insurance corporations and s.
181.17 181.0722 applies
25to service insurance corporations except as modified by ss. 613.72 (4) and 613.75 (2).
SB423, s. 177
1Section
177. 613.40 (3) of the statutes is amended to read:
SB423,195,32
613.40
(3) (title)
Division into districts Delegates. Section
181.175 181.0640 3applies to service insurance corporations.
SB423, s. 178
4Section
178. 613.51 (1) of the statutes is repealed and recreated to read:
SB423,195,85
613.51
(1) General. The affairs of a corporation shall be managed by a board
6of directors. Directors need not be residents of this state or members of the
7corporation unless the articles of incorporation or bylaws so require. The articles of
8incorporation or bylaws may prescribe other qualifications for directors.
SB423, s. 179
9Section
179. 613.51 (2) of the statutes is amended to read:
SB423,195,1310
613.51
(2) Number, selection and classification of directors. Section 611.51
11(2) and the first sentence of s. 611.51 (5) apply to service insurance corporations.
12Sections
181.20 and 181.21 181.0803 to 181.0811 apply to service insurance
13corporations except as modified by ss. 613.53 and 613.54.
SB423, s. 180
14Section
180. 613.51 (4) of the statutes is amended to read:
SB423,195,1715
613.51
(4) Unlawful delegation. The board shall manage the business and
16affairs of the corporation and may not delegate its power or responsibility to do so,
17except to the extent authorized by ss.
181.25 (2)
181.0841 and 613.56.
SB423, s. 181
18Section
181. 613.51 (5) of the statutes is amended to read:
SB423,195,2019
613.51
(5) (title)
Quorum of directors and voting. Section
181.22 181.0824 20applies to service insurance corporations, except as modified by s. 613.60.
SB423, s. 182
21Section
182. 613.51 (6) of the statutes is amended to read:
SB423,195,2322
613.51
(6) Books and records. Section 181.27 applies Sections 181.1601 to
23181.1605 apply to service insurance corporations.
SB423, s. 183
24Section
183. 613.51 (7) of the statutes is amended to read:
SB423,196,2
1613.51
(7) Place and notice of directors' meetings. Section 181.24 applies 2Sections 181.0820, 181.0822 and 181.0823 apply to service insurance corporations.
SB423, s. 184
3Section
184. 613.52 (1) of the statutes is amended to read:
SB423,196,54
613.52
(1) General. Section 181.25 applies Sections 181.0840 and 181.0841
5apply to service insurance corporations, as modified by s. 613.12 (3).
SB423, s. 185
6Section
185. 613.52 (2) of the statutes is amended to read:
SB423,196,87
613.52
(2) Removal. Section 181.26 applies Sections 181.0843 and 181.0844
8apply to service insurance corporations.
SB423, s. 186
9Section
186. 613.56 (3) (d) of the statutes is amended to read:
SB423,196,1210
613.56
(3) (d) Merger
or consolidation under s. 613.72, conversion under s.
11613.75, voluntary dissolution under s. 613.74 or transfer of business or assets under
12s. 613.78;