644.09 (4) Principal officers. Section 181.25 (1) and (2) applies Sections 181.0840 and 181.0841 apply to mutual holding companies.
30,34
Section
34. 644.14 (1) of the statutes is amended to read:
644.14 (1) Communication to members; member voting. Subject to this section, ss. 611.41, 611.42 (1), (1e), (1m), (2), (3), (4) (a) and (5), 611.43 and 611.53 (2) apply to mutual holding companies.
30,35
Section
35. 644.16 (1) of the statutes is amended to read:
644.16 (1) Board of directors. Subject to this section, ss. 181.18, 181.21 181.0801 (1) and (2), 181.0802, 181.0811, 611.51 (2), (3), (5) and (8) and 611.53 (1) and (3) apply to mutual holding companies. Section 181.22 181.0824 applies to the board of a mutual holding company except as modified by s. 181.225 611.10. The board shall manage the business and affairs of the corporation and may not delegate its power or responsibility to do so, except to the extent authorized by ss. 181.23 and 181.25 (2) 181.0825 and 181.0841.
30,36
Section
36. 644.16 (2) of the statutes is amended to read:
644.16 (2) Committees of directors. Section 181.23 181.0825 applies to mutual holding companies.
30,37
Section
37. 644.16 (3) (a) of the statutes is amended to read:
644.16 (3) (a) Section 611.51 (9) (a)
(am) and (b) applies to mutual holding companies.
30,38
Section
38. 644.16 (4) of the statutes is amended to read:
644.16 (4) Director conflicts of interest. Section 181.225 611.60 applies to mutual holding companies.
30,39
Section
39. 644.17 of the statutes is amended to read:
644.17 Removal of officers. Section 181.26 applies Sections 181.0843 and 181.0844 apply to mutual holding companies.
30,40
Section
40. 644.18 of the statutes is amended to read:
644.18 Directors' and officers' liability and indemnification. (1) Liability. Sections 181.283 to 181.29 181.0850 to 181.0855, except s. 181.0855 (2) (c), apply to mutual holding companies.
(2) Indemnification. Sections 181.041 to 181.051 181.0871 to 181.0881 and 181.0889 apply to mutual holding companies.
(3) Insurance. Section 181.053 181.0883 applies to mutual holding companies.
(4) Derivative actions. Section 181.295 applies Sections 181.0740 to 181.0747 apply to mutual holding companies.
30,41
Section
41. 644.19 of the statutes is amended to read:
644.19 Executive compensation. (1) General. Sections 181.19 and Section 611.63 (4) and (5) apply applies to mutual holding companies.
(2) Approval by members. A benefit plan or amendment to a benefit plan that proposes to provide benefits in the form of stock or stock options of a converted insurance company or any intermediate stock holding company to the directors or officers of the converted insurance company, intermediate stock holding company or mutual holding company may not take effect unless it is submitted to a vote of the members of the mutual holding company and approved by a majority of the members voting. Notice of a meeting at which a vote under this subsection will be taken shall be given in accordance with s. 181.15, as provided in s. 644.14 (1), or in accordance with s. 644.14 (2).
(3) Notice to commissioner. The commissioner may by rule require that any action taken by the board of a mutual holding company, or the board of any intermediate stock holding company, on any of the subjects specified in ss. 181.04 (15) and 181.19 s. 181.0302 (11) to (14) be reported to the commissioner within 30 days after the action is taken.
30,42
Section
42. 644.26 of the statutes is repealed and recreated to read:
644.26 Transfer of business or assets of mutual holding companies. (1) A sale, lease, exchange or other disposition of less than substantially all of the property and assets of a mutual holding company, and the mortgage or pledge of any or all property and assets of a mutual holding company, whether or not made in the usual and regular course of its affairs, may be made upon the terms and conditions authorized by the mutual holding company's board of directors. Unless otherwise provided by the articles of incorporation, consent of the members is not required for a sale, lease, exchange or other disposition of property, or for a mortgage or pledge of property, authorized under this subsection.
(2) A sale, lease, exchange or other disposition of all or substantially all of the property and assets of a mutual holding company may be made upon such terms and conditions as may be authorized in the following manner:
(a) If the articles of incorporation give members the right to vote on the sale, lease, exchange or other disposition of all or substantially all of the mutual holding company's property and assets, the board of directors shall adopt a resolution recommending the sale, lease, exchange or other disposition and directing that it be submitted to a vote at an annual or special meeting of the members. Written notice stating that the purpose, or one of the purposes, of the meeting is to consider the sale, lease, exchange or other disposition of all or substantially all of the property and assets of the mutual holding company shall be given to each member entitled to vote at the meeting, within the time and in the manner provided by this chapter for providing notice of member meetings. At the meeting, the members may authorize the sale, lease, exchange or other disposition and may authorize the board of directors to fix any or all of the terms and conditions of the sale, lease, exchange or other disposition. The authorization shall be by the affirmative vote of at least two-thirds of the members present or represented by proxy at the meeting. After the authorization by a vote of the members, the board of directors, nevertheless, in its discretion, may abandon the sale, lease, exchange or other disposition, subject to the rights of 3rd parties under any contracts relating thereto, without further action or approval by the members.
(b) If the articles of incorporation do not give members the right to vote on the sale, lease, exchange or other disposition of all or substantially all of a mutual holding company's property and assets, the sale, lease, exchange or other disposition may be authorized by the vote of the majority of the directors in office.
30,43
Section
43. 644.28 (1) of the statutes is amended to read:
644.28 (1) Plan of dissolution. Subject to this section, ss. 181.50 to 181.54 and 181.555 181.1401 to 181.1407 apply to mutual holding companies, except that the last sentence of s. 181.555 does not apply.
30,44
Section
44. 644.28 (2) (a) of the statutes is amended to read:
644.28 (2) (a) At least 60 days prior to the submission to members of any proposed voluntary dissolution of a mutual holding company under s. 181.50 181.1401, the plan shall be filed with the commissioner. The commissioner may require the submission of additional information relevant to the effect of the proposed dissolution on the solvency of the converted insurance company. The commissioner shall approve the dissolution unless, after a hearing, the commissioner finds that dissolution of the mutual holding company would cause the converted insurance company to become insolvent, would be unfair or inequitable to the members of the mutual holding company or would not be in the best interests of the policyholders of the converted insurance company or the public.
30,45
Section
45. 644.28 (3) of the statutes is amended to read:
644.28 (3) Revocation of voluntary dissolution. If the mutual holding company revokes the voluntary dissolution proceedings under s. 181.53 181.1404, a copy of the resolution revoking the voluntary dissolution proceedings adopted under s. 181.53 181.1404 shall be filed with the commissioner.
30,46
Section
46. 644.28 (4) of the statutes is amended to read:
644.28 (4) Filing and recording articles of dissolution and effect thereof. Upon approval by the commissioner under sub. (2) and by the members under s. 181.50 181.1401, the mutual holding company shall file articles of dissolution with the commissioner. When the articles are filed, the existence of the mutual holding company shall cease, except for the purpose of suits, other proceedings and appropriate corporate action of members, directors and officers as provided in this chapter and in ss. 181.50 to 181.54 and 181.555 181.1401 to 181.1407. Upon the filing of the articles, the commissioner may issue a certificate of dissolution.
30,47
Section
47. 644.29 of the statutes is amended to read:
644.29 Involuntary dissolution of domestic mutual holding companies. A mutual holding company may at any time during a voluntary dissolution under ss. 181.51 to 181.555 181.1401 to 181.1407 apply to the commissioner to have dissolution continued under the commissioner's supervision, in which case, subject to this section, s. 181.56 (1) and (2) applies to the mutual holding company except that for purposes of this section "attorney general" means the commissioner. Any distribution to members shall be limited in the same manner as under s. 644.28 (5) and any excess over such amounts shall be paid into the state treasury to the credit of the common school fund.
30,48
Section
48. 645.68 (intro.) of the statutes is amended to read:
645.68 Order of distribution. (intro.) The order of distribution of claims from the insurer's estate shall be as stated in this section. The first $50 of the amount allowed on each claim in the classes under subs. (2) (3) to (6), except for claims of the federal government under subs. (3) and (3c), shall be deducted from the claim and included in the class under sub. (8). Claims may not be cumulated by assignment to avoid application of the $50 deductible provision. Subject to the $50 deductible provision, every claim in each class shall be paid in full or adequate funds retained for the payment before the members of the next class receive any payment. No subclasses shall be established within any class. That portion of any loss for which indemnification is provided by other benefits or advantages recovered or recoverable by the claimant shall not be included in the classes under subs. (3) and (3m), other than benefits or advantages recovered or recoverable in discharge of familial obligations of support or by way of succession at death or as proceeds of life insurance, or as gratuities. No payment made by an employer to an employe shall be treated as a gratuity. The claims described in s. 645.69 are among the claims not subject to subs. (3) and (3m).
30,49
Section
49. 645.68 (2) of the statutes is renumbered 645.68 (3r).
30,50
Section
50. 645.68 (3) of the statutes is amended to read:
645.68 (3) Loss claims. All claims under policies for losses incurred, including third party claims, and all claims against the insurer for liability for bodily injury or for injury to or destruction of tangible property which are not under policies and federal, state and local government claims, except the first $200 of losses otherwise payable to any claimant under this subsection other than the federal government. All claims under life insurance and annuity policies, whether for death proceeds, annuity proceeds or investment values, shall be treated as loss claims. Claims may not be cumulated by assignment to avoid application of the $200 deductible provision. That portion of any loss for which indemnification is provided by other benefits or advantages recovered or recoverable by the claimant shall not be included in this class, other than benefits or advantages recovered or recoverable in discharge of familial obligations of support or by way of succession at death or as proceeds of life insurance, or as gratuities. No payment made by an employer to an employe shall be treated as a gratuity. The claims described in s. 645.69 are among the claims not subject to this subsection.
30,51
Section
51. 645.68 (3c) of the statutes is created to read:
645.68 (3c) Federal government claims and interest. Claims of the federal government not included under sub. (3), and interest at the legal rate compounded annually on all claims in the class under this subsection, and on all claims of the federal government in the class under sub. (3), from the date of the petition for liquidation or the date on which the claim becomes due, whichever is later, until the date on which the dividend is declared.
30,52
Section
52. 645.68 (3m) of the statutes is created to read:
645.68 (3m) Certain injury claims. Claims against the insurer that are not under policies and that are for liability for bodily injury or for injury to or destruction of tangible property.
30,53
Section
53. 645.68 (3r) (c) of the statutes is created to read:
645.68 (3r) (c) Notwithstanding pars. (a) and (b) and subs. (3), (3c) and (3m), if there are no claims of the federal government, the claims in the class under this subsection shall have priority over all claims in the classes under subs. (3) to (11).
30,54
Section
54. 645.68 (5) of the statutes is amended to read:
645.68 (5) Residual classification. All other claims, including claims of the federal or any state or local government, not falling within other classes under this section and claims described in s. 645.69. Claims, including those of any state or local governmental body, for a penalty or forfeiture, shall be allowed in this class only to the extent of the pecuniary loss sustained from the act, transaction or proceeding out of which the penalty or forfeiture arose, with reasonable and actual costs occasioned thereby. The remainder of such claims shall be postponed to the class of claims under sub. (8).
30,55
Section
55. 645.68 (7) of the statutes is amended to read:
645.68 (7) Interest on claims already paid. Interest at the legal rate compounded annually on all claims in the classes under subs. (1) to (6), except for claims of the federal government in the classes under subs. (3) and (3c), from the date of the petition for liquidation or the date on which the claim becomes due, whichever is later, until the date on which the dividend is declared. The liquidator, with the approval of the court, may make reasonable classifications of claims for purposes of computing interest, may make approximate computations and may ignore certain classifications and time periods that are trifling.
30,56
Section
56. 645.68 (8) (a) of the statutes is amended to read:
645.68 (8) (a) The Except for claims of the federal government under subs. (3) and (3c), the first $50 of each claim in the classes under subs. (2) (3) to (6) subordinated under this section;.
30,57
Section
57. 645.68 (8) (b) of the statutes is amended to read:
645.68 (8) (b) Claims under s. 645.63 (2);
.
30,58
Section
58. 645.68 (8) (c) of the statutes is amended to read:
645.68 (8) (c) Claims subordinated by s. 645.90;.
30,59
Section
59. 645.68 (8) (d) of the statutes is amended to read:
645.68 (8) (d) Claims filed late;.
30,60
Section
60. 645.68 (8) (e) of the statutes is amended to read:
645.68 (8) (e) Portions of claims subordinated under sub. (5);.
30,61
Section
61. 645.68 (8) (f) of the statutes is amended to read:
645.68 (8) (f) Claims or portions of claims payment of which is provided by other benefits or advantages recovered or recoverable by the claimant; and.
30,62
Section
62. 646.13 (1) (b) (intro.) of the statutes is renumbered 646.13 (1) (b) and amended to read:
646.13 (1) (b) Stand in the position of the insurer in the investigation, compromise, settlement, denial and payment of claims under s. 646.31 and the defense of 3rd party claims against insureds, subject to the limitations of s. 645.43. The board shall consult and cooperate with the liquidator in carrying out these duties. The board has no duties or liabilities with respect to any claim filed as follows:
30,63
Section
63. 646.13 (1) (b) 1. of the statutes is renumbered 646.13 (3) (a) and amended to read:
646.13 (3) (a) With the liquidator under s. 645.61 after the date for filing specified by the liquidator under s. 645.47 (2), unless the liquidator determines that the claim is considered to have been timely filed under s. 645.61 (2) and the claim participates fully in the same every distribution to the same extent as other timely filed claims in the same class.
30,64
Section
64. 646.13 (1) (b) 2. of the statutes is renumbered 646.13 (3) (b) and amended to read:
646.13 (3) (b) With a liquidator or court under the laws of any other state after the date for filing specified by the liquidator or court, unless the liquidator or court determines that the claim is considered to have been timely filed under a law substantially similar to s. 645.61 (2) and the claim participates fully in the same every distribution to the same extent as other timely filed claims in the same class.
30,65
Section
65. 646.13 (2) (e) of the statutes is created to read:
646.13 (2) (e) Pursue salvage and subrogation with respect to paid covered claim obligations and retain any amounts recovered.
30,66
Section
66. 646.13 (2) (f) of the statutes is created to read:
646.13 (2) (f) Appoint and direct legal counsel for the defense of covered claims under insurance policies.
30,67
Section
67. 646.13 (3) (intro.) of the statutes is created to read:
646.13 (3) No duty or liability. (intro.) The board has no duty or liability with respect to any claim filed as follows:
30,68
Section
68. 646.13 (3) (c) of the statutes is created to read:
646.13 (3) (c) Except for claims under life insurance policies, annuities and noncancelable or guaranteed renewable disability insurance policies and except for claims determined to be excused late filings as provided in pars. (a) and (b), with a liquidator or court after the earlier of the following:
1. Eighteen months after the order of liquidation is entered.
2. The final date for filing specified by the liquidator or court.
30,69
Section
69. 646.13 (4) of the statutes is created to read:
646.13 (4) When duty to defend terminates. Any obligation of the board to defend an insured ceases upon the board's payment, by settlement releasing the insured or on a judgment, of an amount equal to the lesser of the board's covered claim obligation limit or the applicable policy limit, subject to any express policy terms regarding tender of limits.
30,70
Section
70. 646.15 (1) (a) 2. of the statutes is amended to read:
646.15 (1) (a) 2. The institution or further prosecution of any action or proceeding involving the insurer or in which the board is obligated to defend a party.
30,71
Section
71. 646.31 (1) (a) of the statutes is amended to read:
646.31 (1) (a) Issued by authorized insurer. The claim arises out of an insurance policy or annuity issued by an insurer which is in liquidation and which was authorized to do business in this state either at the time the policy or annuity was issued or when the insured event occurred, and against which an order of liquidation, which is not stayed, has been entered by a court of competent jurisdiction in the insurer's domiciliary state.
30,72
Section
72. 646.31 (1) (cm) of the statutes is created to read:
646.31 (1) (cm) Termination of coverage. Except for claims under life insurance policies, annuities or noncancelable or guaranteed renewable disability insurance policies, the claim arises within 30 days after the order of liquidation is entered or before any of the following occur:
1. The policy expires, if the expiration date is less than 30 days after the order of liquidation is entered.
