AB551, s. 5
6Section
5. 600.03 (28p) (b) of the statutes is created to read:
AB551,7,97
600.03
(28p) (b) A medicare+choice plan, as defined in
42 USC 1395w-28 (b)
8(1), or a contract with a medicare+choice organization, as defined in
42 USC
91395w-28 (a) (1).
AB551, s. 6
10Section
6. 600.03 (28p) (c) of the statutes is created to read:
AB551,7,1311
600.03
(28p) (c) A plan, contract or policy that the commissioner by rule
12determines is similar to, or supplements or replaces, a program described in par. (a)
13or (b).
AB551, s. 7
14Section
7. 601.13 (2) of the statutes is amended to read:
AB551,7,2115
601.13
(2) Terms of deposit. Unless otherwise provided by the law requiring
16or permitting the deposit, each deposit shall be held in trust: first, for the claimants
17under s. 645.68 (3); 2nd,
for the claimants under s. 645.68 (3c); 3rd, for the claimants
18under s. 645.68 (3m); 4th, for the claimants under s. 645.68 (4); and thereafter, for
19all other creditors in the order of priority established by s. 645.68. No claim may be
20made against the deposit of an alien insurer unless the claim arises out of a
21transaction in the United States.
AB551, s. 8
22Section
8. 601.42 (7) of the statutes is created to read:
AB551,8,323
601.42
(7) Experts. The commissioner may employ experts to assist the
24commissioner in an examination or in the review of any transaction subject to
25approval under chs. 600 to 646. The person that is the subject of the examination,
1or that is a party to a transaction under review, including the person acquiring,
2controlling or attempting to acquire the insurer, shall pay the reasonable costs
3incurred by the commissioner for the expert and related expenses.
AB551, s. 9
4Section
9. 601.43 (3) of the statutes is amended to read:
AB551,8,125
601.43
(3) Audits or actuarial or other evaluations. In lieu of all or part of
6an examination under subs. (1) and (2), or in addition to it, the commissioner may
7order an independent audit by certified public accountants or
an actuarial
or other
8evaluation by actuaries
or other experts approved by the commissioner of any person
9subject to the examination requirement. Any accountant
or
, actuary
or other expert 10selected is subject to rules respecting conflicts of interest promulgated by the
11commissioner. Any audit or evaluation under this section is subject to s. 601.44, so
12far as appropriate.
AB551, s. 10
13Section
10. 601.43 (4) of the statutes is amended to read:
AB551,8,2014
601.43
(4) Alternatives to examination. In lieu of all or part of an examination
15under this section, the commissioner may accept the report of an audit already made
16by certified public accountants or
of an actuarial
or other evaluation
already made 17by actuaries
or other experts approved by the commissioner, or the report of an
18examination made by the insurance department of another state or of the
19examination by another government agency in this state, the federal government or
20another state.
AB551, s. 11
21Section
11. 601.465 (3) (e) of the statutes is created to read:
AB551,8,2322
601.465
(3) (e) An international, federal, state or local regulatory or law
23enforcement agency.
AB551, s. 12
24Section
12. 601.465 (3) (f) of the statutes is created to read:
AB551,8,2525
601.465
(3) (f) An agent or employe of an agency described in par. (e).
AB551, s. 13
1Section
13. 601.715 (2) (b) of the statutes is amended to read:
AB551,9,42
601.715
(2) (b) An authorized insurer may change its registered agent no more
3than one time per year.
Any change of registered agent is effective on January 1 of
4the year following the delivery of the statement under par. (a).
AB551, s. 14
5Section
14. 611.26 (1) of the statutes is amended to read:
AB551,9,126
611.26
(1) Insurance subsidiaries. An insurance corporation may form or
7acquire subsidiaries to do any lawful insurance business. There is no limit on the
8amount of investment in such subsidiaries except that
the commissioner may by
9order or rule establish a limit and, for purposes of ss. 623.11 and 623.12, the total
10value of the outstanding shares of such a subsidiary shall be deemed to equal the
11amount of surplus possessed by the subsidiary in excess of its security surplus, as
12determined by the commissioner under s. 623.12.
AB551, s. 15
13Section
15. 611.72 (3) (intro.) of the statutes is amended to read:
AB551,9,1814
611.72
(3) Grounds for disapproval. (intro.) The commissioner shall approve
15the plan if the commissioner finds, after a hearing,
unless a hearing is not required
16under sub. (3m), that it would not violate the law or be contrary to the interests of
17the insureds of any participating domestic corporation or of the Wisconsin insureds
18of any participating nondomestic corporation and that:
AB551, s. 16
19Section
16. 611.72 (3m) of the statutes is created to read:
AB551,9,2420
611.72
(3m) Hearing not required. A hearing is not required under sub. (3)
21before approval of a proposed plan of merger or other plan for acquisition of control
22if the proposed merger is with, or the proposed acquirer is, an affiliate of the insurer
23and the proposed merger or other acquisition of control does not change the
24controlling person of the insurer.
AB551, s. 17
25Section
17. 611.78 (1m) (b) (intro.) of the statutes is amended to read:
AB551,10,3
1611.78
(1m) (b) (intro.) A sale, lease, exchange or other disposition of
all or
2substantially all of the property and assets
under par. (a) of a mutual may be made
3upon such terms and conditions as may be authorized
only in the following manner:
AB551, s. 18
4Section
18. 628.10 (2) (a) of the statutes is amended to read:
AB551,10,145
628.10
(2) (a)
For failure to comply with continuing education requirements. 6The
commissioner may by order suspend the license of any intermediary who fails
7to produce evidence of compliance with continuing education standards set by the
8commissioner
is suspended, effective on the day on which the evidence of compliance
9is due. If an intermediary whose license has been suspended under this paragraph
10produces evidence of compliance within 60 days after the date on which the license
11is suspended, the commissioner shall reinstate the license effective on the date of
12suspension. If such an intermediary does not produce evidence of compliance within
1360 days, the license is revoked and the intermediary may be relicensed only after
14satisfying all requirements under s. 628.04.
AB551, s. 19
15Section
19. 628.77 of the statutes is repealed.
AB551, s. 20
16Section
20. 632.47 (3) of the statutes is renumbered 632.47 (3) (intro.) and
17amended to read:
AB551,10,1918
632.47
(3) Group annuities
Prohibition on assignment. (intro.) Assignment
19may be expressly prohibited by
a any of the following:
AB551,10,20
20(a) A group contract providing annuities as retirement benefits.
AB551, s. 21
21Section
21. 632.47 (3) (b) of the statutes is created to read:
AB551,10,2322
632.47
(3) (b) An annuity contract that is subject to transferability restrictions
23under any federal or state tax, employe benefit or securities law.
AB551, s. 22
24Section
22. 632.55 of the statutes is repealed.
AB551, s. 23
25Section
23. 644.04 (3) (intro.) of the statutes is amended to read:
AB551,11,4
1644.04
(3) (intro.)
Subject to s. 611.33, the The converted insurance company
,
2subject to s. 611.33, and any intermediate stock holding company may thereafter
3issue to 3rd parties debt securities, stock other than voting stock and, subject to s.
4644.15, voting stock, so long as all of the following are true:
AB551, s. 24
5Section
24. 644.05 (1) of the statutes is amended to read:
AB551,11,76
644.05
(1) Powers. Section 181.04 Subject to s. 644.19 (2) and (3), s. 181.0302
7(intro.), (1) to (15), (18) and (19) applies to mutual holding companies.
AB551, s. 25
8Section
25. 644.05 (2) of the statutes is amended to read:
AB551,11,119
644.05
(2) Effect of unauthorized corporate acts. Section
181.057 (1) and
10(2) 181.0304 applies to mutual holding companies
, except that, for purposes of this
11subsection, "attorney general" used in s. 181.0304 (3) means "commissioner".
AB551, s. 26
12Section
26. 644.05 (3) of the statutes is repealed.
AB551, s. 27
13Section
27. 644.05 (4) of the statutes is amended to read:
AB551,11,1714
644.05
(4) Waiver of notice and informal action by members or directors. 15Sections
181.70 and 181.72 181.0704, 181.0706, 181.0821 and 181.0823 apply to
16mutual holding companies.
For purposes of this subsection, "board" used in s.
17181.0821 includes "committee of the board of a mutual holding company".
AB551, s. 28
18Section
28. 644.08 of the statutes is amended to read:
AB551,11,20
19644.08 Reservation of corporate name.
Section 181.07 applies Sections
20181.0402 and 181.0403 (2), (3) and (3m) apply to mutual holding companies.
AB551, s. 29
21Section
29. 644.09 (1) (intro.) of the statutes is amended to read:
AB551,11,2322
644.09
(1) Articles. (intro.) Section
181.31 181.0202 applies to the articles of
23a mutual holding company, except that all of the following apply:
AB551, s. 30
24Section
30. 644.09 (1) (a) of the statutes is amended to read:
AB551,12,2
1644.09
(1) (a) The name of the mutual holding company shall include the word
2"mutual" and shall comply with s.
181.06 (3)
181.0401 (2) to (4).
AB551, s. 31
3Section
31. 644.09 (2) of the statutes is amended to read:
AB551,12,204
644.09
(2) Amendment of articles. A mutual holding company may amend its
5articles in the manner provided in ss.
181.35 to 181.37 and 181.39 181.1001,
6181.1002 (1), 181.1003, 181.1005 and 181.1006, except that papers required by those
7sections to be filed with the department of financial institutions shall instead be filed
8with the commissioner. The articles may be amended in any desired respect,
9including substantial changes of its original purposes, except that no amendment
10may be made that is contrary to sub. (1). In addition to the requirements of s.
181.37 11181.1005, the articles of amendment of a mutual holding company shall, if mail
12voting is used, state the number of members voting by mail and the number of such
13members voting for and against the amendment. No amendment may become
14effective until the articles of amendment have been filed with the commissioner. No
15amendment shall affect any existing cause of action in favor of or against such
16mutual holding company, any
pending suit civil, criminal, administrative or
17investigatory proceeding to which the mutual holding company is a party or the
18existing rights of persons other than members. In the event that the corporate name
19is changed by amendment, no suit brought by or against such mutual holding
20company under its former name shall abate for that reason.
AB551, s. 32
21Section
32. 644.09 (3) of the statutes is amended to read:
AB551,13,222
644.09
(3) Bylaws. The bylaws of a mutual holding company shall comply with
23this chapter. A copy of the bylaws and any amendments to the bylaws shall be filed
24with the commissioner within 60 days after adoption. Subject to this subsection,
s.
1181.13 applies ss. 181.0206, 181.0207 and 181.1021 apply to mutual holding
2companies.
AB551, s. 33
3Section
33. 644.09 (4) of the statutes is amended to read:
AB551,13,54
644.09
(4) Principal officers. Section 181.25 (1) and (2) applies Sections
5181.0840 and 181.0841 apply to mutual holding companies.
AB551, s. 34
6Section
34. 644.14 (1) of the statutes is amended to read:
AB551,13,97
644.14
(1) Communication to members; member voting. Subject to this section,
8ss. 611.41, 611.42 (1),
(1e), (1m), (2), (3), (4) (a) and (5), 611.43 and 611.53 (2) apply
9to mutual holding companies.
AB551, s. 35
10Section
35. 644.16 (1) of the statutes is amended to read:
AB551,13,1711
644.16
(1) Board of directors. Subject to this section, ss.
181.18, 181.21 12181.0801 (1) and (2), 181.0802, 181.0811, 611.51 (2), (3), (5) and (8) and 611.53 (1) and
13(3) apply to mutual holding companies. Section
181.22
181.0824 applies to the board
14of a mutual holding company except as modified by s.
181.225 611.10. The board
15shall manage the business and affairs of the corporation and may not delegate its
16power or responsibility to do so, except to the extent authorized by ss.
181.23 and
17181.25 (2) 181.0825 and 181.0841.
AB551, s. 36
18Section
36. 644.16 (2) of the statutes is amended to read:
AB551,13,2019
644.16
(2) Committees of directors. Section
181.23 181.0825 applies to
20mutual holding companies.
AB551, s. 37
21Section
37. 644.16 (3) (a) of the statutes is amended to read:
AB551,13,2322
644.16
(3) (a) Section 611.51 (9)
(a)
(am) and (b) applies to mutual holding
23companies.
AB551, s. 38
24Section
38. 644.16 (4) of the statutes is amended to read:
AB551,14,2
1644.16
(4) Director conflicts of interest. Section
181.225 611.60 applies to
2mutual holding companies.
AB551, s. 39
3Section
39. 644.17 of the statutes is amended to read:
AB551,14,5
4644.17 Removal of officers. Section 181.26 applies Sections 181.0843 and
5181.0844 apply to mutual holding companies.
AB551, s. 40
6Section
40. 644.18 of the statutes is amended to read:
AB551,14,9
7644.18 Directors' and officers' liability and indemnification. (1) 8Liability. Sections
181.283 to 181.29 181.0850 to 181.0855, except s. 181.0855 (2) (c), 9apply to mutual holding companies.
AB551,14,11
10(2) Indemnification. Sections
181.041 to 181.051 181.0871 to 181.0881 and
11181.0889 apply to mutual holding companies.
AB551,14,12
12(3) Insurance. Section
181.053 181.0883 applies to mutual holding companies.
AB551,14,14
13(4) Derivative actions. Section 181.295 applies Sections 181.0740 to 181.0747
14apply to mutual holding companies.
AB551, s. 41
15Section
41. 644.19 of the statutes is amended to read:
AB551,14,17
16644.19 Executive compensation. (1) General. Sections 181.19 and
Section 17611.63 (4) and (5)
apply applies to mutual holding companies.
AB551,15,2
18(2) Approval by members. A benefit plan or amendment to a benefit plan that
19proposes to provide benefits in the form of stock or stock options of a converted
20insurance company or any intermediate stock holding company to the directors or
21officers of the converted insurance company, intermediate stock holding company or
22mutual holding company may not take effect unless it is submitted to a vote of the
23members of the mutual holding company and approved by a majority of the members
24voting. Notice of a meeting at which a vote under this subsection will be taken shall
1be given in accordance with s.
181.15, as provided in s. 644.14 (1)
, or
in accordance
2with s. 644.14 (2).
AB551,15,7
3(3) Notice to commissioner. The commissioner may by rule require that any
4action taken by the board of a mutual holding company, or the board of any
5intermediate stock holding company, on any of the subjects specified in
ss. 181.04 (15)
6and 181.19 s. 181.0302 (11) to (14) be reported to the commissioner within 30 days
7after the action is taken.
AB551, s. 42
8Section
42. 644.26 of the statutes is repealed and recreated to read:
AB551,15,17
9644.26 Transfer of business or assets of mutual holding companies. (1) 10A sale, lease, exchange or other disposition of less than substantially all of the
11property and assets of a mutual holding company, and the mortgage or pledge of any
12or all property and assets of a mutual holding company, whether or not made in the
13usual and regular course of its affairs, may be made upon the terms and conditions
14authorized by the mutual holding company's board of directors. Unless otherwise
15provided by the articles of incorporation, consent of the members is not required for
16a sale, lease, exchange or other disposition of property, or for a mortgage or pledge
17of property, authorized under this subsection.
AB551,15,20
18(2) A sale, lease, exchange or other disposition of all or substantially all of the
19property and assets of a mutual holding company may be made upon such terms and
20conditions as may be authorized in the following manner:
AB551,16,1321
(a) If the articles of incorporation give members the right to vote on the sale,
22lease, exchange or other disposition of all or substantially all of the mutual holding
23company's property and assets, the board of directors shall adopt a resolution
24recommending the sale, lease, exchange or other disposition and directing that it be
25submitted to a vote at an annual or special meeting of the members. Written notice
1stating that the purpose, or one of the purposes, of the meeting is to consider the sale,
2lease, exchange or other disposition of all or substantially all of the property and
3assets of the mutual holding company shall be given to each member entitled to vote
4at the meeting, within the time and in the manner provided by this chapter for
5providing notice of member meetings. At the meeting, the members may authorize
6the sale, lease, exchange or other disposition and may authorize the board of
7directors to fix any or all of the terms and conditions of the sale, lease, exchange or
8other disposition. The authorization shall be by the affirmative vote of at least
9two-thirds of the members present or represented by proxy at the meeting. After the
10authorization by a vote of the members, the board of directors, nevertheless, in its
11discretion, may abandon the sale, lease, exchange or other disposition, subject to the
12rights of 3rd parties under any contracts relating thereto, without further action or
13approval by the members.
AB551,16,1714
(b) If the articles of incorporation do not give members the right to vote on the
15sale, lease, exchange or other disposition of all or substantially all of a mutual
16holding company's property and assets, the sale, lease, exchange or other disposition
17may be authorized by the vote of the majority of the directors in office.
AB551, s. 43
18Section
43. 644.28 (1) of the statutes is amended to read:
AB551,16,2119
644.28
(1) Plan of dissolution. Subject to this section, ss.
181.50 to 181.54 and
20181.555 181.1401 to 181.1407 apply to mutual holding companies
, except that the
21last sentence of s. 181.555 does not apply.
AB551, s. 44
22Section
44. 644.28 (2) (a) of the statutes is amended to read:
AB551,17,723
644.28
(2) (a) At least 60 days prior to the submission to members of any
24proposed voluntary dissolution of a mutual holding company under s.
181.50 25181.1401, the plan shall be filed with the commissioner. The commissioner may
1require the submission of additional information relevant to the effect of the
2proposed dissolution on the solvency of the converted insurance company. The
3commissioner shall approve the dissolution unless, after a hearing, the
4commissioner finds that dissolution of the mutual holding company would cause the
5converted insurance company to become insolvent, would be unfair or inequitable to
6the members of the mutual holding company or would not be in the best interests of
7the policyholders of the converted insurance company or the public.
AB551, s. 45
8Section
45. 644.28 (3) of the statutes is amended to read:
AB551,17,129
644.28
(3) Revocation of voluntary dissolution. If the mutual holding
10company revokes the voluntary dissolution proceedings under s.
181.53 181.1404, a
11copy of the resolution revoking the voluntary dissolution proceedings adopted under
12s.
181.53 181.1404 shall be filed with the commissioner.
AB551, s. 46
13Section
46. 644.28 (4) of the statutes is amended to read: