AB765, s. 87
24Section
87. 611.01 (2) of the statutes is amended to read:
AB765,175,2
1611.01
(2) Mutual corporations. The definitions in s.
181.02 (1) to (3), (8) and
2(9) 181.0103 (3) and (18) apply to mutuals.
AB765, s. 88
3Section
88. 611.07 (1) of the statutes is amended to read:
AB765,175,64
611.07
(1) Powers. Section Subject to s. 611.63, s. 180.0302 applies to stock
5corporations and s.
181.04 (1) to (14) and (16) 181.0302 (intro.), (1) to (15), (18) and
6(19) applies to mutuals.
AB765, s. 89
7Section
89. 611.07 (2) of the statutes is amended to read:
AB765,175,108
611.07
(2) Effect of unauthorized corporate acts. Section 180.0304 applies
9to stock corporations and s.
181.057 181.0304 applies to mutuals
, except that
10references to "attorney general" shall be read as "commissioner".
AB765, s. 90
11Section
90. 611.07 (3) of the statutes is repealed.
AB765, s. 91
12Section
91. 611.07 (4) of the statutes is amended to read:
AB765,175,1713
611.07
(4) (title)
Waiver of notice and informal action by shareholders,
14members or directors. Sections 180.0704, 180.0706, 180.0821 and 180.0823 apply
15to stock corporations and ss.
181.70 and 181.72 181.0704, 181.0706, 181.0821 and
16181.0823 apply to mutuals.
Section 181.0821 also applies to a committee of the board
17of a mutual, except that references to "board" shall be read as "committee".
AB765, s. 92
18Section
92. 611.10 of the statutes is amended to read:
AB765,175,22
19611.10 Reservation of corporate name. Sections 180.0402 and 180.0403
20(2), (3) and (3m) apply to stock corporations and
s. 181.07 applies ss. 181.0402 and
21181.0403 (2), (3) and (3m) apply to mutuals.
For such purposes references therein
22to "this chapter" shall include this chapter.
AB765, s. 93
23Section
93. 611.12 (2) (intro.) of the statutes is amended to read:
AB765,175,2524
611.12
(2) Mutuals. (intro.) Section
181.31 181.0202 applies to the articles of
25a mutual
, except
, that:
AB765, s. 94
1Section
94. 611.12 (2) (a) of the statutes is amended to read:
AB765,176,42
611.12
(2) (a) The name of the corporation shall include the words "mutual" and
3"insurance" or terms of equivalent meaning and shall comply with s.
181.06 (3) 4181.0401 (2) to (4);
AB765, s. 95
5Section
95. 611.12 (2) (am) of the statutes is created to read:
AB765,176,76
611.12
(2) (am) The articles shall include a statement that the corporation is
7organized under this chapter.
AB765, s. 96
8Section
96. 611.12 (3) of the statutes is amended to read:
AB765,176,149
611.12
(3) Principal officers. Sections 180.0840 and 180.0841 apply to stock
10corporations and
s. 181.25 (1) and (2) applies ss. 181.0840 and 181.0841 apply to
11mutuals. Notwithstanding s. 180.0840 (1)
or 181.0840 (1), the articles or bylaws
12shall specifically designate 3 or more offices, the holders of which shall be the
13principal officers of the corporation. Notwithstanding s. 180.0840 (3)
or 181.0840 (3),
14the principal offices shall be held by at least 3 separate
natural persons individuals.
AB765, s. 97
15Section
97. 611.12 (4) of the statutes is amended to read:
AB765,176,2116
611.12
(4) Bylaws. The bylaws of a domestic corporation shall comply with this
17chapter, and a copy of the bylaws and any amendments thereto shall be filed with the
18commissioner within 60 days after adoption. Subject to this subsection, to ss. 611.13
19(2) (d) and (5) and 611.22 (4), ss. 180.0206 and 180.1020 to 180.1022 apply to stock
20corporations and
s. 181.13 applies ss. 181.0206, 181.0207 and 181.1021 apply to
21mutuals.
AB765, s. 98
22Section
98. 611.29 (1) of the statutes is amended to read:
AB765,177,323
611.29
(1) Right to amend articles. A stock corporation may amend its articles
24under ss. 180.0726, 180.1001 to 180.1007, 180.1706, 180.1707 and 180.1708 (4) and
25a mutual may amend its articles under ss.
181.35 to 181.37 and 181.39 181.1001,
1181.1002 (1), 181.1003, 181.1005 and 181.1006, subject to sub. (3), in any desired
2respect including substantial changes of its original purposes. No amendment may
3be made contrary to s. 611.12 (1) to (3).
AB765, s. 99
4Section
99. 611.29 (3) of the statutes is amended to read:
AB765,177,85
611.29
(3) Articles of amendment; mutuals. In addition to the requirements
6of s.
181.37 181.1005, the articles of amendment of a mutual shall, if mail voting is
7used, state the number of policyholders voting by mail and the number of such
8policyholders voting for and against the amendment.
AB765, s. 100
9Section
100. 611.29 (5) of the statutes is amended to read:
AB765,177,1110
611.29
(5) Effect of amendment of articles. Section 180.1009 applies to stock
11corporations and s.
181.41 181.1008 applies to mutuals.
AB765, s. 101
12Section
101. 611.42 (1) of the statutes is amended to read:
AB765,177,1613
611.42
(1) General. Subject to this section
and s. 611.53, ss.
181.14, 181.15 and
14181.17 181.0701, 181.0702, 181.0705 (1) to (4), 181.0722 (1) to (3), 181.0723,
15181.0724 and 181.0727 apply to mutuals.
Subject to this section and s. 611.53, s.
16181.16 applies to mutuals.
AB765, s. 102
17Section
102. 611.42 (1e) of the statutes is created to read:
AB765,177,2218
611.42
(1e) Court-ordered meetings. (a) The circuit court for the county
19where a mutual's principal office is located, or, if the mutual does not have its
20principal office in this state, where its registered office is located, may, after notice
21and an opportunity to be heard, order a meeting to be held on petition of a
22policyholder of the mutual who meets any of the following conditions:
AB765,177,2523
1. The policyholder is entitled to participate in an annual meeting and the
24annual meeting has not been held within 15 months after the mutual's last annual
25meeting.
AB765,178,2
12. The policyholder has signed a demand for a special meeting that meets the
2requirements of s. 181.0702 and the mutual has failed to do any of the following:
AB765,178,43
a. Give notice of the special meeting within 30 days after the date that the
4demand was delivered to the mutual.
AB765,178,55
b. Hold the special meeting in accordance with the notice.
AB765,178,96
(b) The court may fix the time and place of the meeting. The court shall require
7that the meeting be called and conducted in accordance with the mutual's articles of
8incorporation and bylaws, in so far as possible, except that the court may do all of the
9following:
AB765,178,1210
1. Fix the quorum required for specific matters to be considered at the meeting
11or direct that the votes represented at the meeting constitute a quorum for action on
12those matters.
AB765,178,1313
2. Enter any other orders necessary to accomplish the purpose of the meeting.
AB765, s. 103
14Section
103. 611.42 (1m) of the statutes is created to read:
AB765,178,1515
611.42
(1m) Record date. Section 181.0707 applies to mutuals.
AB765, s. 104
16Section
104. 611.51 (1) of the statutes is amended to read:
AB765,178,1917
611.51
(1) General. Subject to this section, ss. 180.0801 and 180.0802 apply
18to stock corporations and
s. 181.18 applies ss. 181.0801 (1) and (2) and 181.0802
19apply to mutuals.
AB765, s. 105
20Section
105. 611.51 (6) of the statutes is amended to read:
AB765,178,2421
611.51
(6) Unlawful delegation. The board shall manage the business and
22affairs of the corporation and may not delegate its power or responsibility to do so,
23except to the extent authorized by ss. 180.0841,
181.25 (2) 181.0841, 611.56 and
24611.67.
AB765, s. 106
25Section
106. 611.51 (7) of the statutes is amended to read:
AB765,179,3
1611.51
(7) Quorum and voting. Section 180.0824 applies to the board of a stock
2corporation and s.
181.22 181.0824 applies to the board of a mutual except as
3modified by s. 611.60.
AB765, s. 107
4Section
107. 611.51 (8) of the statutes is amended to read:
AB765,179,75
611.51
(8) Place and notice of directors' meetings. Sections 180.0820,
6180.0822 and 180.0823 apply to stock corporations.
Section 181.24 applies Sections
7181.0820, 181.0822 and 181.0823 apply to mutuals.
AB765, s. 108
8Section
108. 611.51 (9) (a) of the statutes is amended to read:
AB765,179,159
611.51
(9) (a) (title)
Stock corporations. Sections 180.1601 to 180.1620 apply
10to stock corporations.
Section 181.27 applies to mutuals, but inspection of the
11records of the names and addresses of policyholders of mutuals entitled to vote shall
12be permitted only for the purpose of communicating with other policyholders with
13regard to the nomination and election of candidates for the board or other corporate
14matters which may be submitted to a vote of the policyholders. No person may,
15directly or indirectly, use any information so obtained for any other purpose.
AB765, s. 109
16Section
109. 611.51 (9) (am) of the statutes is created to read:
AB765,179,2217
611.51
(9) (am)
Mutuals. 1. Each mutual shall keep correct and complete books
18and records of account and shall also keep minutes of the proceedings of its members,
19board of directors and committees having any authority of the board of directors.
20Each mutual shall keep at its principal office or at the office of its secretary a record
21giving the names and addresses of policyholders entitled to vote, or records showing
22where such information can be obtained.
AB765,180,623
2. Except for the records of the names and addresses of policyholders entitled
24to vote, all relevant books and records of a mutual may be inspected by any
25policyholder or the policyholder's agent or attorney for any proper purpose at any
1reasonable time. Inspection of the records of the names and addresses of
2policyholders of mutuals entitled to vote shall be permitted only for the purpose of
3communicating with other policyholders with regard to the nomination and election
4of candidates for the board or other corporate matters which may be submitted to a
5vote of the policyholders. No person may, directly or indirectly, use any information
6so obtained for any other purpose.
AB765,180,167
3. In any pending action or proceeding, or upon petition, a court of record in this
8state may, upon notice fixed by the court, hearing and a showing of proper cause, and
9upon suitable terms, order any books and records of account, minutes and records
10of members of a mutual and any other pertinent documents in the mutual's
11possession, or transcripts from or duly authenticated copies thereof, to be brought
12within this state and kept at such place and for such time and for such purposes as
13may be designated in the order. A mutual failing to comply with an order under this
14subdivision is subject to involuntary dissolution under this chapter and all of its
15directors and officers may be punished for contempt of court for disobedience of the
16order.
AB765, s. 110
17Section
110. 611.51 (9) (b) (title) of the statutes is created to read:
AB765,180,1818
611.51
(9) (b) (title)
Form of books, records or minutes.
AB765, s. 111
19Section
111. 611.51 (9) (c) (title) of the statutes is created to read:
AB765,180,2020
611.51
(9) (c) (title)
Records of policyholders entitled to vote.
AB765, s. 112
21Section
112. 611.53 (3) of the statutes is amended to read:
AB765,180,2522
611.53
(3) (title)
Removal
Resignation, vacancies and removal of directors.
23Subject to subs. (1) and (2), ss. 181.0807 and 181.0811 apply to a mutual. A director
24may be removed from office for cause by an affirmative vote of a majority of the full
25board at a meeting of the board called for that purpose.
AB765, s. 113
1Section
113. 611.53 (4) of the statutes is amended to read:
AB765,181,42
611.53
(4) (title)
Vacancies Resignation, vacancies and removal of officers. 3Subject to subs. (1) to (3), ss. 181.21 and 181.26
Sections 181.0843 and 181.0844 4apply
to a mutual.
AB765, s. 114
5Section
114. 611.54 (2) of the statutes is amended to read:
AB765,181,96
611.54
(2) Report of removal. Whenever a director or principal officer of a
7corporation is removed under s. 180.0843 (2),
181.26
181.0843 (2) or 611.53 (3), the
8removal shall be reported to the commissioner immediately together with a
9statement of the reasons for the removal.
AB765, s. 115
10Section
115. 611.56 (3) (d) of the statutes is amended to read:
AB765,181,1311
611.56
(3) (d) Merger
or consolidation under s. 611.72 or 611.73, stock
12exchanges under s. 611.71, conversion under s. 611.75 or 611.76, voluntary
13dissolution under s. 611.74 or transfer of business or assets under s. 611.78;
AB765, s. 116
14Section
116. 611.56 (5) of the statutes is amended to read:
AB765,181,2215
611.56
(5) Quorum and voting. Section 180.0824 applies to a committee of the
16board of a stock corporation, except references to a committee "created under s.
17180.0825" shall be read as a committee "created under this section".
Sections
18181.0821 and 181.0824 apply to a committee of the board of a mutual, except that
19references to "board" shall be read as "committee", "majority" in s. 181.0824 (1) shall
20mean a majority of the members appointed to serve on the committee, and "majority"
21in s. 181.0824 (2) shall mean a majority of the members appointed to serve on the
22committee who are present at the meeting.
AB765, s. 117
23Section
117. 611.62 (1) of the statutes is amended to read:
AB765,182,3
1611.62
(1) Liability. Sections 180.0826 to 180.0828, 180.0832 and 180.0833
2apply to stock corporations and ss.
181.283 to 181.29 181.0850 to 181.0855, except
3s. 181.0855 (2) (c), apply to mutuals.
AB765, s. 118
4Section
118. 611.62 (2) of the statutes is amended to read:
AB765,182,95
611.62
(2) Indemnification. Sections 180.0850 to 180.0856, 180.0858 and
6180.0859 apply to stock corporations and ss.
181.041 to 181.051 181.0871 to 181.0881
7and 181.0889 apply to mutuals but no indemnification may be made until at least 30
8days after notice to the commissioner, containing full details about the proposed
9indemnification.
AB765, s. 119
10Section
119. 611.62 (3) of the statutes is amended to read:
AB765,182,1211
611.62
(3) Insurance. Section 180.0857 applies to stock corporations and s.
12181.053 181.0883 applies to mutuals.
AB765, s. 120
13Section
120. 611.62 (4) of the statutes is amended to read:
AB765,182,1614
611.62
(4) Derivative actions. Sections 180.0740 to 180.0747 and 180.1708
15(3m) apply to stock corporations and
s. 181.295 applies ss. 181.0740 to 181.0747
16apply to mutuals.
AB765, s. 121
17Section
121. 611.63 (1) of the statutes is amended to read:
AB765,182,2018
611.63
(1) General power. Subject to this section, ss. 180.0302 (11), (12) and
19(16) and 180.0811 apply to stock corporations and
ss. 181.04 (15) and 181.19 apply 20s. 181.0302 (11) to (14) applies to mutuals.
AB765, s. 122
21Section
122. 611.73 (title) of the statutes is amended to read:
AB765,182,22
22611.73 (title)
Merger and consolidation of mutuals.
AB765, s. 123
23Section
123. 611.73 (1) of the statutes is renumbered 611.73 (1) (a) and
24amended to read:
AB765,183,4
1611.73
(1) (a) (title)
In general. Any 2 or more domestic mutuals may merge
2or consolidate under the procedures of
this section and ss.
181.42 to 181.47 181.1105
3and 181.1106, except that papers required by those sections to be filed with the
4department of financial institutions shall instead be filed with the commissioner.
AB765, s. 124
5Section
124. 611.73 (1) (b) of the statutes is created to read:
AB765,183,86
611.73
(1) (b)
Plan of merger and board resolution. The board of directors of
7each mutual shall, by resolution adopted by each such board, approve a plan of
8merger that includes all of the following:
AB765,183,109
1. The names of the mutuals proposing to merge and the name of the surviving
10mutual into which they propose to merge.
AB765,183,1111
2. The terms and conditions of the proposed merger.
AB765,183,1312
3. The respective interests and rights of the members of the merging mutuals
13in the surviving mutual.
AB765,183,1514
4. Any change in the articles of incorporation of the surviving mutual to be
15effected by the merger.
AB765,183,1716
5. Other provisions with respect to the proposed merger that are considered
17necessary and desirable.