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178. 613.51 (1) of the statutes is repealed and recreated to read: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:
SB423,198,1312
613.72
(5) Application of ch. 181. Except as otherwise provided in this section,
13ss.
181.42 to 181.48 181.1101 to 181.1108 apply to service insurance corporations.
SB423, s. 199
14Section
199. 613.74 (1) of the statutes is amended to read:
SB423,198,1615
613.74
(1) General. Sections
181.50 to 181.555 181.1401 to 181.1407 apply to
16service insurance corporations, except as provided in subs. (2) to (4).
SB423, s. 200
17Section
200. 613.74 (2) of the statutes is amended to read:
SB423,199,518
613.74
(2) Plan of dissolution. At least 60 days prior to the submission to
a
19vote of the members of any proposed voluntary dissolution of a service insurance
20corporation under s.
181.50 181.1401, the plan shall be filed with the commissioner.
21The commissioner may require the submission of such additional information as will
22establish the financial condition of the corporation or other facts relevant to the
23proposed dissolution. If the members adopt the resolution to dissolve, the
24commissioner shall, within 30 days after the adoption of the resolution, begin to
25examine the corporation. The commissioner shall approve the dissolution unless the
1commissioner finds, after a hearing, that it is insolvent or may become insolvent in
2the process of dissolution. Upon approval, the corporation may dissolve under ss.
3181.51 to 181.555, except that the last sentence of s. 181.555 does not apply 181.1401
4to 181.1407. Upon disapproval, the commissioner shall petition the court for
5liquidation or for rehabilitation under ch. 645.
SB423, s. 201
6Section
201. 613.74 (3) of the statutes is amended to read:
SB423,199,117
613.74
(3) Conversion to involuntary liquidation. The corporation may at
8any time during the liquidation under ss.
181.51 to 181.555 181.1401 to 181.1407 9apply to the commissioner to have the liquidation continued under the
10commissioner's supervision; thereupon the commissioner shall apply to the court for
11liquidation under s. 645.41 (10).
SB423, s. 202
12Section
202. 613.74 (4) of the statutes is amended to read:
SB423,199,1513
613.74
(4) Revocation of voluntary dissolution. If the corporation revokes
14the voluntary dissolution proceedings under s.
181.53
181.1404, a copy of the
15revocation of voluntary dissolution proceedings shall be filed with the commissioner.
SB423, s. 203
16Section
203. 613.78 (1) of the statutes is amended to read:
SB423,199,1817
613.78
(1) General. Section 181.49 applies Sections 181.1201 and 181.1202
18apply to service insurance corporations except as modified by subs. (2) and (3).
SB423, s. 205
20Section
205. 614.01 (6) of the statutes is amended to read:
SB423,199,2221
614.01
(6) The definitions in ss.
181.02 (1), (3), (8) and (9) 181.0103 (3), (17) and
22(18), 600.03 and 610.01 (1), (2) and (4) apply to fraternals.
SB423, s. 206
23Section
206. 614.07 (1) of the statutes is amended to read:
SB423,199,2524
614.07
(1) Powers. Section
181.04 (1) to (14) and (16) 181.0302 applies to
25fraternals.
SB423, s. 207
1Section
207. 614.07 (2) of the statutes is amended to read:
SB423,200,32
614.07
(2) Effect of unauthorized corporate acts. Section
181.057 181.0304 3(1) and (2) applies to fraternals.
SB423, s. 208
4Section
208. 614.07 (3) of the statutes is repealed.
SB423, s. 209
5Section
209. 614.07 (4) of the statutes is amended to read:
SB423,200,76
614.07
(4) Waiver of notice and informal action. Sections
181.70 and 181.72 7181.0704, 181.0706, 181.0821 and 181.0823 apply to fraternals.
SB423, s. 210
8Section
210. 614.09 of the statutes is amended to read:
SB423,200,11
9614.09 Reservation of corporate name.
Section 181.07 applies Sections
10181.0402 and 181.0403 (2), (3) and (3m) apply to fraternals, except that "department"
11shall be read "commissioner".
SB423, s. 211
12Section
211. 614.12 (2) of the statutes is amended to read:
SB423,200,1413
614.12
(2) Powers not enumerated. Section
181.31 (2) 181.0202 (2), (3) and (4) 14applies to fraternals.
SB423, s. 212
15Section
212. 614.12 (3) of the statutes is amended to read:
SB423,201,216
614.12
(3) Principal officers. Section 181.25 applies Sections 181.0840 and
17181.0841 apply to fraternals. The articles or bylaws shall specifically designate 3 or
18more offices, the holders of which shall be the principal officers of the fraternal. The
19principal offices shall be held by at least 3 separate natural persons.
The articles of
20incorporation or the bylaws may provide that any one or more officers of the fraternal
21shall be members of the board of directors. The officers of a fraternal may be
22designated by such titles as may be provided in the articles of incorporation or the
23bylaws. Any document required or permitted by this chapter to be signed by the
24president, vice president, secretary or assistant secretary may be signed by such
1officer as may be stated in the articles of incorporation or bylaws to correspond to the
2officer so required or permitted to sign.
SB423, s. 213
3Section
213. 614.12 (4) of the statutes is amended to read:
SB423,201,84
614.12
(4) Bylaws. The bylaws shall comply with the provisions of this chapter,
5and a copy of the bylaws and any amendments to them shall be filed with the
6commissioner promptly after adoption, and notice of amendments to the bylaws shall
7be given promptly to members. Subject to this chapter,
s. 181.13 applies ss. 181.0206
8and 181.1021 apply to fraternals.
SB423, s. 214
9Section
214. 614.51 (1) of the statutes is amended to read:
SB423,201,1410
614.51
(1) General. Section 181.18 applies Sections 181.0801 (1) and (2) and
11181.0802 apply to fraternals, except that the supreme governing body may act as the
12board of directors if it meets at least quarterly. Section 611.51 (2) to (9) applies to
13fraternals, except that the word "mutual" shall be read "fraternal" and the references
14to other sections of ch. 611 shall be to the corresponding sections of this chapter.
SB423, s. 215
15Section
215. 614.53 of the statutes is amended to read:
SB423,202,7
16614.53 Removal of directors and officers and filling of vacancies. A
17director may be removed from office for cause by an affirmative vote of a majority of
18the full board at a meeting of the board called for that purpose or may be removed
19under
s. 181.26 ss. 181.0843 (2) and 181.0844. Any vacancy occurring in the board,
20including a vacancy created by an increase in the number of directors, may be filled
21until the next succeeding regular election by the affirmative vote of a majority of the
22directors then in office, although less than a quorum. If the laws of the fraternal
23provide that at least two-thirds of the directors are elected by the members, elected
24director vacancies may be filled for the remainder of the terms for which there is a
25vacancy. If the vacancy is one to be filled in some manner other than by a regular
1election, the election by the board is effective only until a reasonable time has elapsed
2for choosing the director in that other manner.
Section 181.21 (2) applies to
3fraternals In the event that the board of directors ceases to exist and there are no
4members having voting rights, the members without voting rights shall thereupon
5have power to elect a new board. A director elected under this section to fill the
6unexpired term of an elected director is an elected director within the meaning of s.
7614.42 (1) (a).
SB423, s. 216
8Section
216. 614.74 (1) of the statutes is amended to read:
SB423,202,229
614.74
(1) Plan of dissolution. At least 60 days prior to the submission to the
10supreme governing body or the members of any proposed voluntary dissolution, the
11proposal shall be filed with the commissioner. The commissioner may require the
12submission of additional information necessary to establish the financial condition
13of the fraternal or other facts relevant to the proposed dissolution. If the supreme
14governing body or the members adopt the resolution to dissolve by a majority of those
15voting or such larger number as the laws of the fraternal require, the commissioner
16shall, within 30 days after the adoption of the resolution, begin to examine the
17fraternal. The commissioner shall approve the dissolution unless finding, after a
18hearing, that it is insolvent or may become insolvent in the process of dissolution.
19Upon approval, the fraternal may dissolve under ss.
181.51 to 181.555, except that
20the last sentence of s. 181.555 does not apply 181.1401 to 181.1407. Upon
21disapproval, the commissioner shall petition the court for liquidation under s. 645.41
22(10).
SB423, s. 217
23Section
217. 614.74 (2) of the statutes is amended to read:
SB423,203,324
614.74
(2) Conversion to involuntary liquidation. The fraternal may at any
25time during the liquidation under ss.
181.51 to 181.555 181.1401 to 181.1407 apply
1to the commissioner to have the liquidation continued under the commissioner's
2supervision; thereupon the commissioner shall apply to the court for liquidation
3under s. 645.41 (10).
SB423, s. 218
4Section
218. 614.74 (3) of the statutes is amended to read:
SB423,203,75
614.74
(3) Revocation of voluntary dissolution. If the fraternal revokes the
6voluntary dissolution proceedings under s.
181.53
181.1404, a copy of the revocation
7of voluntary dissolution proceedings shall be filed with the commissioner.
SB423, s. 219
8Section
219. 618.21 (title) of the statutes is amended to read: