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155. 612.22 (5) of the statutes is repealed.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;
SB423, s. 187
13Section
187. 613.56 (5) of the statutes is created to read:
SB423,196,2014
613.56
(5) Quorum and voting. Sections 181.0821 and 181.0824 apply to a
15committee of the board of a service insurance corporation, except that references to
16"board" shall be read as relating to "committee", references to "majority" in s.
17181.0824 (1) shall be read as referring to a majority of the members appointed to
18serve on the committee, and references to "majority" in s. 181.0824 (2) shall be read
19as referring to a majority of the members appointed to serve on the committee who
20are present at the meeting.
SB423, s. 188
21Section
188. 613.62 (1) of the statutes is amended to read:
SB423,196,2322
613.62
(1) Liability. Sections
181.283 to 181.29 181.0833 and 181.0850 to
23181.0855 apply to service insurance corporations.
SB423, s. 189
24Section
189. 613.62 (2) of the statutes is amended to read:
SB423,197,4
1613.62
(2) Indemnification. Sections
181.041 to 181.051 181.0871 to 181.0881 2apply to service insurance corporations but no indemnification may be made until
3at least 30 days after notice to the commissioner, containing full details about the
4proposed indemnification.
SB423, s. 190
5Section
190. 613.62 (3) of the statutes is amended to read:
SB423,197,76
613.62
(3) Insurance. Section
181.053 181.0883 applies to service insurance
7corporations.
SB423, s. 191
8Section
191. 613.63 (1) of the statutes is amended to read:
SB423,197,119
613.63
(1) Establishment of compensation. Section
181.19 181.0302 (11) to
10(14) applies to service insurance corporations, except as modified by ss. 613.60 and
11sub. (2).
SB423, s. 192
12Section
192. 613.63 (2) of the statutes is amended to read:
SB423,197,1413
613.63
(2) Restrictions. Sections 181.28 Subchapter XIII of ch. 181 and
s. 14611.63 (3) to (6) apply to service insurance corporations.
SB423, s. 193
15Section
193. 613.69 (title) of the statutes is repealed and recreated to read:
SB423,197,16
16613.69 (title)
Distributions.
SB423, s. 194
17Section
194. 613.69 (1) of the statutes is amended to read:
SB423,197,1918
613.69
(1) (title)
Stock and dividends general.
Section 181.28 Subchapter XIII
19of ch. 181 applies to service insurance corporations.
SB423, s. 195
20Section
195. 613.72 (title) of the statutes is amended to read:
SB423,197,22
21613.72 (title)
Merger and consolidation of service insurance
22corporations.
SB423, s. 196
23Section
196. 613.72 (1) of the statutes is amended to read:
SB423,198,624
613.72
(1) Authorization. Any 2 or more domestic service insurance
25corporations may merge
or consolidate, if they provide services of the same or a
1related nature, or if the services complement one another or there are other reasons
2that make it reasonable for a single corporation to render both. A written plan of
3merger
or consolidation shall be prepared, setting forth all the terms of the proposed
4merger
or consolidation and its effect on policyholders and members of both
5corporations. The plan shall also contain the articles and bylaws of the proposed new
6corporation.
SB423, s. 197
7Section
197. 613.72 (2) of the statutes is amended to read:
SB423,198,108
613.72
(2) Commissioner's approval required. No proposed merger
or
9consolidation plan under this section may be submitted to the members until the
10commissioner approves it.
SB423, s. 198
11Section
198. 613.72 (5) of the statutes is amended to read: