SB423,170,1710
188.23
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
11corporations organized under this section. In the execution of any conveyance or
12encumbrance by such corporation the post, county or district or department
13commander and the post, county or district council or department adjutant, or like
14or similar officers, shall have the powers and duties granted to presidents and
15secretaries respectively under s. 706.03 (2) and (3). This section shall apply to all
16corporations incorporated hereunder whether incorporated before or after May 14,
171937.
SB423, s. 67
18Section
67. 188.235 (3) of the statutes is amended to read:
SB423,170,2419
188.235
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
20corporations organized under this section. In the execution of any conveyance or
21encumbrance by such corporation the post, county or district or department
22commander and the post, county or district council or department adjutant, or like
23or similar officers, shall have the powers and duties granted to presidents and
24secretaries respectively under s. 706.03 (2) and (3).
SB423, s. 68
25Section
68. 188.24 (3) of the statutes is amended to read:
SB423,171,8
1188.24
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
2corporations organized under this section. In the execution of any conveyance or
3encumbrance by such corporation the post, county or district or department
4commander and the post, county or district council or department adjutant, or like
5or similar officers, shall have the powers and duties granted to presidents and
6secretaries respectively under s. 706.03 (2) and (3). This section shall apply to all
7corporations incorporated hereunder whether incorporated before or after May 14,
81937.
SB423, s. 69
9Section
69. 198.13 (4) of the statutes is amended to read:
SB423,171,1310
198.13
(4) Any district dissolved in accordance with sub. (3) shall nevertheless
11continue to be a body corporate
for the time and purposes set forth in s. 181.65 and
12for such additional period as may be necessary for the district to retire all its
13outstanding bonds, subject to the limitations on its activities under s. 181.1405.
SB423, s. 70
14Section
70. 199.08 of the statutes is amended to read:
SB423,171,19
15199.08 Annual membership meeting. All members shall be eligible to
16attend, participate in and vote in the annual membership meeting called by the
17board under s. 199.07 (3). The form of the meeting shall be as provided under
ss.
18181.14 to 181.18 subch. VII of ch. 181. The meeting shall be open to the public and
19shall be held in different districts on a rotating basis.
SB423, s. 71
20Section
71. 199.17 of the statutes is amended to read:
SB423,171,22
21199.17 Dissolution. The corporation may dissolve under
ss. 181.50 to 181.65 22subch. XIV of ch. 181.
SB423, s. 72
23Section
72. 227.485 (2) (b) of the statutes is amended to read:
SB423,171,2524
227.485
(2) (b) "Nonprofit corporation" has the meaning designated in s.
181.02
25(8) 181.0103 (17).
SB423, s. 73
1Section
73. 232.07 (2) of the statutes is amended to read:
SB423,172,72
232.07
(2) Promptly upon issuance of the certificate of involuntary dissolution,
3the corporation shall pay, discharge or make adequate provision for its debts,
4liabilities and obligations, including any judgment, order or decree which may be
5entered against it in any pending legal action, and shall transfer all remaining assets
6to the state. The corporation's existence shall continue
for purposes of pending legal
7actions and s. 181.65, subject to the limitations on its activities under s. 181.1405.
SB423, s. 74
8Section
74. 234.94 (2) (b) (intro.) of the statutes is amended to read:
SB423,172,99
234.94
(2) (b) (intro.) A
nonprofit corporation organized under ch. 181:
SB423, s. 75
10Section
75. 234.94 (2) (b) 2m. of the statutes is created to read:
SB423,172,1111
234.94
(2) (b) 2m. That is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 76
12Section
76. 252.12 (1) (c) of the statutes is amended to read:
SB423,172,1413
252.12
(1) (c) "Nonprofit corporation" means a nonstock
, nonprofit corporation
14organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 77
15Section
77. 255.05 (1) (b) of the statutes is amended to read:
SB423,172,1716
255.05
(1) (b) "Nonprofit corporation" means a nonstock
, nonprofit corporation
17organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 78
18Section
78. 255.06 (1) (c) of the statutes is amended to read:
SB423,172,2119
255.06
(1) (c) "Nonprofit corporation" means a nonstock
, nonprofit corporation
20organized under ch. 181
, that is a nonprofit corporation as defined in s. 181.0103 (17), 21or a nonprofit corporation organized under ch. 180 before July 1, 1953.
SB423, s. 79
22Section
79. 281.68 (1) (e) of the statutes is amended to read:
SB423,172,2523
281.68
(1) (e) Does not
have articles of incorporation or bylaws which limit or
24deny the right of any member or any class of members to vote as
provided permitted 25under s.
181.16 181.0721 (1).
SB423, s. 80
1Section
80. 301.235 (1) (c) of the statutes is amended to read:
SB423,173,42
301.235
(1) (c) "Nonprofit corporation" means a nonstock
, nonprofit 3corporation organized under ch. 181
that is a nonprofit corporation, as defined in s.
4181.0103 (17).
SB423, s. 81
5Section
81. 440.03 (2) of the statutes is amended to read:
SB423,173,146
440.03
(2) The department may provide examination development services,
7consultation and technical assistance to other state agencies, federal agencies,
8counties, cities, villages, towns, national or regional organizations of state
9credentialing agencies, similar credentialing agencies in other states, national or
10regional accrediting associations, and nonprofit organizations. The department may
11charge a fee sufficient to reimburse the department for the costs of providing such
12services. In this subsection, "nonprofit organization" means a nonprofit corporation
, 13as defined in s.
181.02 (4) 181.0103 (17), and an organization exempt from tax under
1426 USC 501.
SB423, s. 82
15Section
82. 440.92 (6) (b) 1. of the statutes is amended to read:
SB423,173,2016
440.92
(6) (b) 1. If the preneed seller is a corporation that is required to file a
17report under s. 180.1622 or
181.651 181.1622, a copy of that report and the name,
18residence address and business address of each shareholder who beneficially owns,
19holds or has the power to vote 5% or more of any class of securities issued by the
20corporation.
SB423, s. 83
21Section
83. 560.05 (1) (a) of the statutes is amended to read:
SB423,173,2522
560.05
(1) (a) The term "corporation" in relation to any conveyance, lease or
23sublease made under sub. (2) means a nonstock
, nonprofit corporation organized
24under ch. 181
or any law amendatory thereof or supplemental thereto that is a
25nonprofit corporation, as defined in s. 181.0103 (17).
SB423, s. 84
1Section
84. 560.20 (1) (d) of the statutes is amended to read:
SB423,174,52
560.20
(1) (d) "Nonprofit organization" means a nonprofit corporation, as
3defined in s.
181.02 (8) 181.0103 (17), and any organization described in section
501 4(c) (3) of the internal revenue code that is exempt from federal income tax under
5section
501 (a) of the internal revenue code.
SB423, s. 85
6Section
85. 560.60 (18m) of the statutes is amended to read:
SB423,174,117
560.60
(18m) "Technology-based nonprofit organization" means a nonprofit
8corporation
that is organized under ch. 181, as defined in s. 181.0103 (17), or an
9organization described in section
501 (c) (3) of the internal revenue code that is
10exempt from federal income tax under section
501 (a) of the internal revenue code,
11and that has as a mission the transfer of technology to businesses in this state.
SB423, s. 86
12Section
86. 560.80 (7) (b) (intro.) of the statutes is amended to read:
SB423,174,1513
560.80
(7) (b) (intro.) A
nonprofit corporation organized under ch. 181
that is
14a nonprofit corporation as defined in s. 181.0103 (17), that is at least 51% controlled
15and actively managed by minority group members and that does all of the following:
SB423, s. 87
16Section
87. 611.01 (2) of the statutes is amended to read:
SB423,174,1817
611.01
(2) Mutual corporations. The definitions in s.
181.02 (1) to (3), (8) and
18(9) 181.0103 (3) and (18) apply to mutuals.
SB423, s. 88
19Section
88. 611.07 (1) of the statutes is amended to read:
SB423,174,2220
611.07
(1) Powers. Section Subject to s. 611.63, s. 180.0302 applies to stock
21corporations and s.
181.04 (1) to (14) and (16) 181.0302 (intro.), (1) to (15), (18) and
22(19) applies to mutuals.
SB423, s. 89
23Section
89. 611.07 (2) of the statutes is amended to read:
SB423,175,3
1611.07
(2) Effect of unauthorized corporate acts. Section 180.0304 applies
2to stock corporations and s.
181.057 181.0304 applies to mutuals
, except that
3references to "attorney general" shall be read as "commissioner".
SB423, s. 90
4Section
90. 611.07 (3) of the statutes is repealed.
SB423, s. 91
5Section
91. 611.07 (4) of the statutes is amended to read:
SB423,175,106
611.07
(4) (title)
Waiver of notice and informal action by shareholders,
7members or directors. Sections 180.0704, 180.0706, 180.0821 and 180.0823 apply
8to stock corporations and ss.
181.70 and 181.72 181.0704, 181.0706, 181.0821 and
9181.0823 apply to mutuals.
Section 181.0821 also applies to a committee of the board
10of a mutual, except that references to "board" shall be read as "committee".
SB423, s. 92
11Section
92. 611.10 of the statutes is amended to read:
SB423,175,15
12611.10 Reservation of corporate name. Sections 180.0402 and 180.0403
13(2), (3) and (3m) apply to stock corporations and
s. 181.07 applies ss. 181.0402 and
14181.0403 (2), (3) and (3m) apply to mutuals.
For such purposes references therein
15to "this chapter" shall include this chapter.
SB423, s. 93
16Section
93. 611.12 (2) (intro.) of the statutes is amended to read:
SB423,175,1817
611.12
(2) Mutuals. (intro.) Section
181.31 181.0202 applies to the articles of
18a mutual
, except
, that:
SB423, s. 94
19Section
94. 611.12 (2) (a) of the statutes is amended to read:
SB423,175,2220
611.12
(2) (a) The name of the corporation shall include the words "mutual" and
21"insurance" or terms of equivalent meaning and shall comply with s.
181.06 (3) 22181.0401 (2) to (4);
SB423, s. 95
23Section
95. 611.12 (2) (am) of the statutes is created to read:
SB423,175,2524
611.12
(2) (am) The articles shall include a statement that the corporation is
25organized under this chapter.
SB423, s. 96
1Section
96. 611.12 (3) of the statutes is amended to read:
SB423,176,72
611.12
(3) Principal officers. Sections 180.0840 and 180.0841 apply to stock
3corporations and
s. 181.25 (1) and (2) applies ss. 181.0840 and 181.0841 apply to
4mutuals. Notwithstanding s. 180.0840 (1)
or 181.0840 (1), the articles or bylaws
5shall specifically designate 3 or more offices, the holders of which shall be the
6principal officers of the corporation. Notwithstanding s. 180.0840 (3)
or 181.0840 (3),
7the principal offices shall be held by at least 3 separate
natural persons individuals.
SB423, s. 97
8Section
97. 611.12 (4) of the statutes is amended to read:
SB423,176,149
611.12
(4) Bylaws. The bylaws of a domestic corporation shall comply with this
10chapter, and a copy of the bylaws and any amendments thereto shall be filed with the
11commissioner within 60 days after adoption. Subject to this subsection, to ss. 611.13
12(2) (d) and (5) and 611.22 (4), ss. 180.0206 and 180.1020 to 180.1022 apply to stock
13corporations and
s. 181.13 applies ss. 181.0206, 181.0207 and 181.1021 apply to
14mutuals.
SB423, s. 98
15Section
98. 611.29 (1) of the statutes is amended to read:
SB423,176,2116
611.29
(1) Right to amend articles. A stock corporation may amend its articles
17under ss. 180.0726, 180.1001 to 180.1007, 180.1706, 180.1707 and 180.1708 (4) and
18a mutual may amend its articles under ss.
181.35 to 181.37 and 181.39 181.1001,
19181.1002 (1), 181.1003, 181.1005 and 181.1006, subject to sub. (3), in any desired
20respect including substantial changes of its original purposes. No amendment may
21be made contrary to s. 611.12 (1) to (3).
SB423, s. 99
22Section
99. 611.29 (3) of the statutes is amended to read:
SB423,177,223
611.29
(3) Articles of amendment; mutuals. In addition to the requirements
24of s.
181.37 181.1005, the articles of amendment of a mutual shall, if mail voting is
1used, state the number of policyholders voting by mail and the number of such
2policyholders voting for and against the amendment.
SB423, s. 100
3Section
100. 611.29 (5) of the statutes is amended to read:
SB423,177,54
611.29
(5) Effect of amendment of articles. Section 180.1009 applies to stock
5corporations and s.
181.41 181.1008 applies to mutuals.
SB423, s. 101
6Section
101. 611.42 (1) of the statutes is amended to read:
SB423,177,107
611.42
(1) General. Subject to this section
and s. 611.53, ss.
181.14, 181.15 and
8181.17 181.0701, 181.0702, 181.0705 (1) to (4), 181.0722 (1) to (3), 181.0723,
9181.0724 and 181.0727 apply to mutuals.
Subject to this section and s. 611.53, s.
10181.16 applies to mutuals.
SB423, s. 102
11Section
102. 611.42 (1e) of the statutes is created to read:
SB423,177,1612
611.42
(1e) Court-ordered meetings. (a) The circuit court for the county
13where a mutual's principal office is located, or, if the mutual does not have its
14principal office in this state, where its registered office is located, may, after notice
15and an opportunity to be heard, order a meeting to be held on petition of a
16policyholder of the mutual who meets any of the following conditions:
SB423,177,1917
1. The policyholder is entitled to participate in an annual meeting and the
18annual meeting has not been held within 15 months after the mutual's last annual
19meeting.
SB423,177,2120
2. The policyholder has signed a demand for a special meeting that meets the
21requirements of s. 181.0702 and the mutual has failed to do any of the following:
SB423,177,2322
a. Give notice of the special meeting within 30 days after the date that the
23demand was delivered to the mutual.
SB423,177,2424
b. Hold the special meeting in accordance with the notice.
SB423,178,4
1(b) The court may fix the time and place of the meeting. The court shall require
2that the meeting be called and conducted in accordance with the mutual's articles of
3incorporation and bylaws, in so far as possible, except that the court may do all of the
4following:
SB423,178,75
1. Fix the quorum required for specific matters to be considered at the meeting
6or direct that the votes represented at the meeting constitute a quorum for action on
7those matters.
SB423,178,88
2. Enter any other orders necessary to accomplish the purpose of the meeting.
SB423, s. 103
9Section
103. 611.42 (1m) of the statutes is created to read:
SB423,178,1010
611.42
(1m) Record date. Section 181.0707 applies to mutuals.
SB423, s. 104
11Section
104. 611.51 (1) of the statutes is amended to read:
SB423,178,1412
611.51
(1) General. Subject to this section, ss. 180.0801 and 180.0802 apply
13to stock corporations and
s. 181.18 applies ss. 181.0801 (1) and (2) and 181.0802
14apply to mutuals.
SB423, s. 105
15Section
105. 611.51 (6) of the statutes is amended to read:
SB423,178,1916
611.51
(6) Unlawful delegation. The board shall manage the business and
17affairs of the corporation and may not delegate its power or responsibility to do so,
18except to the extent authorized by ss. 180.0841,
181.25 (2) 181.0841, 611.56 and
19611.67.
SB423, s. 106
20Section
106. 611.51 (7) of the statutes is amended to read:
SB423,178,2321
611.51
(7) Quorum and voting. Section 180.0824 applies to the board of a stock
22corporation and s.
181.22 181.0824 applies to the board of a mutual except as
23modified by s. 611.60.
SB423, s. 107
24Section
107. 611.51 (8) of the statutes is amended to read:
SB423,179,3
1611.51
(8) Place and notice of directors' meetings. Sections 180.0820,
2180.0822 and 180.0823 apply to stock corporations.
Section 181.24 applies Sections
3181.0820, 181.0822 and 181.0823 apply to mutuals.