AB765,171,169
188.24
(3) Sections 180.0203 and
181.32 181.0203 shall not apply to
10corporations organized under this section. In the execution of any conveyance or
11encumbrance by such corporation the post, county or district or department
12commander and the post, county or district council or department adjutant, or like
13or similar officers, shall have the powers and duties granted to presidents and
14secretaries respectively under s. 706.03 (2) and (3). This section shall apply to all
15corporations incorporated hereunder whether incorporated before or after May 14,
161937.
AB765, s. 69
17Section
69. 198.13 (4) of the statutes is amended to read:
AB765,171,2118
198.13
(4) Any district dissolved in accordance with sub. (3) shall nevertheless
19continue to be a body corporate
for the time and purposes set forth in s. 181.65 and
20for such additional period as may be necessary for the district to retire all its
21outstanding bonds, subject to the limitations on its activities under s. 181.1405.
AB765, s. 70
22Section
70. 199.08 of the statutes is amended to read:
AB765,172,2
23199.08 Annual membership meeting. All members shall be eligible to
24attend, participate in and vote in the annual membership meeting called by the
25board under s. 199.07 (3). The form of the meeting shall be as provided under
ss.
1181.14 to 181.18 subch. VII of ch. 181. The meeting shall be open to the public and
2shall be held in different districts on a rotating basis.
AB765, s. 71
3Section
71. 199.17 of the statutes is amended to read:
AB765,172,5
4199.17 Dissolution. The corporation may dissolve under
ss. 181.50 to 181.65 5subch. XIV of ch. 181.
AB765, s. 72
6Section
72. 227.485 (2) (b) of the statutes is amended to read:
AB765,172,87
227.485
(2) (b) "Nonprofit corporation" has the meaning designated in s.
181.02
8(8) 181.0103 (17).
AB765, s. 73
9Section
73. 232.07 (2) of the statutes is amended to read:
AB765,172,1510
232.07
(2) Promptly upon issuance of the certificate of involuntary dissolution,
11the corporation shall pay, discharge or make adequate provision for its debts,
12liabilities and obligations, including any judgment, order or decree which may be
13entered against it in any pending legal action, and shall transfer all remaining assets
14to the state. The corporation's existence shall continue
for purposes of pending legal
15actions and s. 181.65, subject to the limitations on its activities under s. 181.1405.
AB765, s. 74
16Section
74. 234.94 (2) (b) (intro.) of the statutes is amended to read:
AB765,172,1717
234.94
(2) (b) (intro.) A
nonprofit corporation organized under ch. 181:
AB765, s. 75
18Section
75. 234.94 (2) (b) 2m. of the statutes is created to read:
AB765,172,1919
234.94
(2) (b) 2m. That is a nonprofit corporation, as defined in s. 181.0103 (17).
AB765, s. 76
20Section
76. 252.12 (1) (c) of the statutes is amended to read:
AB765,172,2221
252.12
(1) (c) "Nonprofit corporation" means a nonstock
, nonprofit corporation
22organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
AB765, s. 77
23Section
77. 255.05 (1) (b) of the statutes is amended to read:
AB765,172,2524
255.05
(1) (b) "Nonprofit corporation" means a nonstock
, nonprofit corporation
25organized under ch. 181
that is a nonprofit corporation, as defined in s. 181.0103 (17).
AB765, s. 78
1Section
78. 255.06 (1) (c) of the statutes is amended to read:
AB765,173,42
255.06
(1) (c) "Nonprofit corporation" means a nonstock
, nonprofit corporation
3organized under ch. 181
, that is a nonprofit corporation as defined in s. 181.0103 (17), 4or a nonprofit corporation organized under ch. 180 before July 1, 1953.
AB765, s. 79
5Section
79. 281.68 (1) (e) of the statutes is amended to read:
AB765,173,86
281.68
(1) (e) Does not
have articles of incorporation or bylaws which limit or
7deny the right of any member or any class of members to vote as
provided permitted 8under s.
181.16 181.0721 (1).
AB765, s. 80
9Section
80. 301.235 (1) (c) of the statutes is amended to read:
AB765,173,1210
301.235
(1) (c) "Nonprofit corporation" means a nonstock
, nonprofit 11corporation organized under ch. 181
that is a nonprofit corporation, as defined in s.
12181.0103 (17).
AB765, s. 81
13Section
81. 440.03 (2) of the statutes is amended to read:
AB765,173,2214
440.03
(2) The department may provide examination development services,
15consultation and technical assistance to other state agencies, federal agencies,
16counties, cities, villages, towns, national or regional organizations of state
17credentialing agencies, similar credentialing agencies in other states, national or
18regional accrediting associations, and nonprofit organizations. The department may
19charge a fee sufficient to reimburse the department for the costs of providing such
20services. In this subsection, "nonprofit organization" means a nonprofit corporation
, 21as defined in s.
181.02 (4) 181.0103 (17), and an organization exempt from tax under
2226 USC 501.
AB765, s. 82
23Section
82. 440.92 (6) (b) 1. of the statutes is amended to read:
AB765,174,324
440.92
(6) (b) 1. If the preneed seller is a corporation that is required to file a
25report under s. 180.1622 or
181.651 181.1622, a copy of that report and the name,
1residence address and business address of each shareholder who beneficially owns,
2holds or has the power to vote 5% or more of any class of securities issued by the
3corporation.
AB765, s. 83
4Section
83. 560.05 (1) (a) of the statutes is amended to read:
AB765,174,85
560.05
(1) (a) The term "corporation" in relation to any conveyance, lease or
6sublease made under sub. (2) means a nonstock
, nonprofit corporation organized
7under ch. 181
or any law amendatory thereof or supplemental thereto that is a
8nonprofit corporation, as defined in s. 181.0103 (17).
AB765, s. 84
9Section
84. 560.20 (1) (d) of the statutes is amended to read:
AB765,174,1310
560.20
(1) (d) "Nonprofit organization" means a nonprofit corporation, as
11defined in s.
181.02 (8) 181.0103 (17), and any organization described in section
501 12(c) (3) of the internal revenue code that is exempt from federal income tax under
13section
501 (a) of the internal revenue code.
AB765, s. 85
14Section
85. 560.60 (18m) of the statutes is amended to read:
AB765,174,1915
560.60
(18m) "Technology-based nonprofit organization" means a nonprofit
16corporation
that is organized under ch. 181, as defined in s. 181.0103 (17), or an
17organization described in section
501 (c) (3) of the internal revenue code that is
18exempt from federal income tax under section
501 (a) of the internal revenue code,
19and that has as a mission the transfer of technology to businesses in this state.
AB765, s. 86
20Section
86. 560.80 (7) (b) (intro.) of the statutes is amended to read:
AB765,174,2321
560.80
(7) (b) (intro.) A
nonprofit corporation organized under ch. 181
that is
22a nonprofit corporation as defined in s. 181.0103 (17), that is at least 51% controlled
23and actively managed by minority group members and that does all of the following:
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.