AB765, s. 187 16Section 187. 613.56 (5) of the statutes is created to read:
AB765,196,2317 613.56 (5) Quorum and voting. Sections 181.0821 and 181.0824 apply to a
18committee of the board of a service insurance corporation, except that references to
19"board" shall be read as relating to "committee", references to "majority" in s.
20181.0824 (1) shall be read as referring to a majority of the members appointed to
21serve on the committee, and references to "majority" in s. 181.0824 (2) shall be read
22as referring to a majority of the members appointed to serve on the committee who
23are present at the meeting.
AB765, s. 188 24Section 188. 613.62 (1) of the statutes is amended to read:
AB765,197,2
1613.62 (1) Liability. Sections 181.283 to 181.29 181.0833 and 181.0850 to
2181.0855
apply to service insurance corporations.
AB765, s. 189 3Section 189. 613.62 (2) of the statutes is amended to read:
AB765,197,74 613.62 (2) Indemnification. Sections 181.041 to 181.051 181.0871 to 181.0881
5apply to service insurance corporations but no indemnification may be made until
6at least 30 days after notice to the commissioner, containing full details about the
7proposed indemnification.
AB765, s. 190 8Section 190. 613.62 (3) of the statutes is amended to read:
AB765,197,109 613.62 (3) Insurance. Section 181.053 181.0883 applies to service insurance
10corporations.
AB765, s. 191 11Section 191. 613.63 (1) of the statutes is amended to read:
AB765,197,1412 613.63 (1) Establishment of compensation. Section 181.19 181.0302 (11) to
13(14)
applies to service insurance corporations, except as modified by ss. 613.60 and
14sub. (2).
AB765, s. 192 15Section 192. 613.63 (2) of the statutes is amended to read:
AB765,197,1716 613.63 (2) Restrictions. Sections 181.28 Subchapter XIII of ch. 181 and s.
17611.63 (3) to (6) apply to service insurance corporations.
AB765, s. 193 18Section 193. 613.69 (title) of the statutes is repealed and recreated to read:
AB765,197,19 19613.69 (title) Distributions.
AB765, s. 194 20Section 194. 613.69 (1) of the statutes is amended to read:
AB765,197,2221 613.69 (1) (title) Stock and dividends general. Section 181.28 Subchapter XIII
22of ch. 181
applies to service insurance corporations.
AB765, s. 195 23Section 195. 613.72 (title) of the statutes is amended to read:
AB765,197,25 24613.72 (title) Merger and consolidation of service insurance
25corporations.
AB765, s. 196
1Section 196. 613.72 (1) of the statutes is amended to read:
AB765,198,92 613.72 (1) Authorization. Any 2 or more domestic service insurance
3corporations may merge or consolidate, if they provide services of the same or a
4related nature, or if the services complement one another or there are other reasons
5that make it reasonable for a single corporation to render both. A written plan of
6merger or consolidation shall be prepared, setting forth all the terms of the proposed
7merger or consolidation and its effect on policyholders and members of both
8corporations. The plan shall also contain the articles and bylaws of the proposed new
9corporation.
AB765, s. 197 10Section 197. 613.72 (2) of the statutes is amended to read:
AB765,198,1311 613.72 (2) Commissioner's approval required. No proposed merger or
12consolidation
plan under this section may be submitted to the members until the
13commissioner approves it.
AB765, s. 198 14Section 198. 613.72 (5) of the statutes is amended to read:
AB765,198,1615 613.72 (5) Application of ch. 181. Except as otherwise provided in this section,
16ss. 181.42 to 181.48 181.1101 to 181.1108 apply to service insurance corporations.
AB765, s. 199 17Section 199. 613.74 (1) of the statutes is amended to read:
AB765,198,1918 613.74 (1) General. Sections 181.50 to 181.555 181.1401 to 181.1407 apply to
19service insurance corporations, except as provided in subs. (2) to (4).
AB765, s. 200 20Section 200. 613.74 (2) of the statutes is amended to read:
AB765,199,821 613.74 (2) Plan of dissolution. At least 60 days prior to the submission to a
22vote of the
members of any proposed voluntary dissolution of a service insurance
23corporation under s. 181.50 181.1401, the plan shall be filed with the commissioner.
24The commissioner may require the submission of such additional information as will
25establish the financial condition of the corporation or other facts relevant to the

1proposed dissolution. If the members adopt the resolution to dissolve, the
2commissioner shall, within 30 days after the adoption of the resolution, begin to
3examine the corporation. The commissioner shall approve the dissolution unless the
4commissioner finds, after a hearing, that it is insolvent or may become insolvent in
5the process of dissolution. Upon approval, the corporation may dissolve under ss.
6181.51 to 181.555, except that the last sentence of s. 181.555 does not apply 181.1401
7to 181.1407
. Upon disapproval, the commissioner shall petition the court for
8liquidation or for rehabilitation under ch. 645.
AB765, s. 201 9Section 201. 613.74 (3) of the statutes is amended to read:
AB765,199,1410 613.74 (3) Conversion to involuntary liquidation. The corporation may at
11any time during the liquidation under ss. 181.51 to 181.555 181.1401 to 181.1407
12apply to the commissioner to have the liquidation continued under the
13commissioner's supervision; thereupon the commissioner shall apply to the court for
14liquidation under s. 645.41 (10).
AB765, s. 202 15Section 202. 613.74 (4) of the statutes is amended to read:
AB765,199,1816 613.74 (4) Revocation of voluntary dissolution. If the corporation revokes
17the voluntary dissolution proceedings under s. 181.53 181.1404, a copy of the
18revocation of voluntary dissolution proceedings shall be filed with the commissioner.
AB765, s. 203 19Section 203. 613.78 (1) of the statutes is amended to read:
AB765,199,2120 613.78 (1) General. Section 181.49 applies Sections 181.1201 and 181.1202
21apply
to service insurance corporations except as modified by subs. (2) and (3).
AB765, s. 204 22Section 204. 613.81 of the statutes is repealed.
AB765, s. 205 23Section 205. 614.01 (6) of the statutes is amended to read:
AB765,199,2524 614.01 (6) The definitions in ss. 181.02 (1), (3), (8) and (9) 181.0103 (3), (17) and
25(18)
, 600.03 and 610.01 (1), (2) and (4) apply to fraternals.
AB765, s. 206
1Section 206. 614.07 (1) of the statutes is amended to read:
AB765,200,32 614.07 (1) Powers. Section 181.04 (1) to (14) and (16) 181.0302 applies to
3fraternals.
AB765, s. 207 4Section 207. 614.07 (2) of the statutes is amended to read:
AB765,200,65 614.07 (2) Effect of unauthorized corporate acts. Section 181.057 181.0304
6(1) and (2) applies to fraternals.
AB765, s. 208 7Section 208. 614.07 (3) of the statutes is repealed.
AB765, s. 209 8Section 209. 614.07 (4) of the statutes is amended to read:
AB765,200,109 614.07 (4) Waiver of notice and informal action. Sections 181.70 and 181.72
10181.0704, 181.0706, 181.0821 and 181.0823 apply to fraternals.
AB765, s. 210 11Section 210. 614.09 of the statutes is amended to read:
AB765,200,14 12614.09 Reservation of corporate name. Section 181.07 applies Sections
13181.0402 and 181.0403 (2), (3) and (3m) apply
to fraternals, except that "department"
14shall be read "commissioner".
AB765, s. 211 15Section 211. 614.12 (2) of the statutes is amended to read:
AB765,200,1716 614.12 (2) Powers not enumerated. Section 181.31 (2) 181.0202 (2), (3) and (4)
17applies to fraternals.
AB765, s. 212 18Section 212. 614.12 (3) of the statutes is amended to read:
AB765,201,419 614.12 (3) Principal officers. Section 181.25 applies Sections 181.0840 and
20181.0841 apply
to fraternals. The articles or bylaws shall specifically designate 3 or
21more offices, the holders of which shall be the principal officers of the fraternal. The
22principal offices shall be held by at least 3 separate natural persons. The articles of
23incorporation or the bylaws may provide that any one or more officers of the fraternal
24shall be members of the board of directors. The officers of a fraternal may be
25designated by such titles as may be provided in the articles of incorporation or the

1bylaws. Any document required or permitted by this chapter to be signed by the
2president, vice president, secretary or assistant secretary may be signed by such
3officer as may be stated in the articles of incorporation or bylaws to correspond to the
4officer so required or permitted to sign.
AB765, s. 213 5Section 213. 614.12 (4) of the statutes is amended to read:
AB765,201,106 614.12 (4) Bylaws. The bylaws shall comply with the provisions of this chapter,
7and a copy of the bylaws and any amendments to them shall be filed with the
8commissioner promptly after adoption, and notice of amendments to the bylaws shall
9be given promptly to members. Subject to this chapter, s. 181.13 applies ss. 181.0206
10and 181.1021 apply
to fraternals.
AB765, s. 214 11Section 214. 614.51 (1) of the statutes is amended to read:
AB765,201,1612 614.51 (1) General. Section 181.18 applies Sections 181.0801 (1) and (2) and
13181.0802 apply
to fraternals, except that the supreme governing body may act as the
14board of directors if it meets at least quarterly. Section 611.51 (2) to (9) applies to
15fraternals, except that the word "mutual" shall be read "fraternal" and the references
16to other sections of ch. 611 shall be to the corresponding sections of this chapter.
AB765, s. 215 17Section 215. 614.53 of the statutes is amended to read:
AB765,202,9 18614.53 Removal of directors and officers and filling of vacancies. A
19director may be removed from office for cause by an affirmative vote of a majority of
20the full board at a meeting of the board called for that purpose or may be removed
21under s. 181.26 ss. 181.0843 (2) and 181.0844. Any vacancy occurring in the board,
22including a vacancy created by an increase in the number of directors, may be filled
23until the next succeeding regular election by the affirmative vote of a majority of the
24directors then in office, although less than a quorum. If the laws of the fraternal
25provide that at least two-thirds of the directors are elected by the members, elected

1director vacancies may be filled for the remainder of the terms for which there is a
2vacancy. If the vacancy is one to be filled in some manner other than by a regular
3election, the election by the board is effective only until a reasonable time has elapsed
4for choosing the director in that other manner. Section 181.21 (2) applies to
5fraternals
In the event that the board of directors ceases to exist and there are no
6members having voting rights, the members without voting rights shall thereupon
7have power to elect a new board
. A director elected under this section to fill the
8unexpired term of an elected director is an elected director within the meaning of s.
9614.42 (1) (a).
AB765, s. 216 10Section 216. 614.74 (1) of the statutes is amended to read:
AB765,202,2411 614.74 (1) Plan of dissolution. At least 60 days prior to the submission to the
12supreme governing body or the members of any proposed voluntary dissolution, the
13proposal shall be filed with the commissioner. The commissioner may require the
14submission of additional information necessary to establish the financial condition
15of the fraternal or other facts relevant to the proposed dissolution. If the supreme
16governing body or the members adopt the resolution to dissolve by a majority of those
17voting or such larger number as the laws of the fraternal require, the commissioner
18shall, within 30 days after the adoption of the resolution, begin to examine the
19fraternal. The commissioner shall approve the dissolution unless finding, after a
20hearing, that it is insolvent or may become insolvent in the process of dissolution.
21Upon approval, the fraternal may dissolve under ss. 181.51 to 181.555, except that
22the last sentence of s. 181.555 does not apply
181.1401 to 181.1407. Upon
23disapproval, the commissioner shall petition the court for liquidation under s. 645.41
24(10).
AB765, s. 217 25Section 217. 614.74 (2) of the statutes is amended to read:
AB765,203,5
1614.74 (2) Conversion to involuntary liquidation. The fraternal may at any
2time during the liquidation under ss. 181.51 to 181.555 181.1401 to 181.1407 apply
3to the commissioner to have the liquidation continued under the commissioner's
4supervision; thereupon the commissioner shall apply to the court for liquidation
5under s. 645.41 (10).
AB765, s. 218 6Section 218. 614.74 (3) of the statutes is amended to read:
AB765,203,97 614.74 (3) Revocation of voluntary dissolution. If the fraternal revokes the
8voluntary dissolution proceedings under s. 181.53 181.1404, a copy of the revocation
9of voluntary dissolution proceedings shall be filed with the commissioner.
AB765, s. 219 10Section 219. 618.21 (title) of the statutes is amended to read:
AB765,203,12 11618.21 (title) Corporation law requirements from chs. 180, 181, 610, 611
12and 623 applicable to nondomestic corporations.
AB765, s. 220 13Section 220. 814.245 (2) (a) of the statutes is amended to read:
AB765,203,1514 814.245 (2) (a) "Nonprofit corporation" has the meaning designated in s. 181.02
15(8)
181.0103 (17).
AB765, s. 221 16Section 221. 946.82 (4) of the statutes is amended to read:
AB765,204,417 946.82 (4) "Racketeering activity" means any activity specified in 18 USC 1961
18(1) in effect as of April 27, 1982 or the attempt, conspiracy to commit, or commission
19of any of the felonies specified in: chs. 945 and 961 and ss. 49.49, 134.05, 139.44 (1),
20180.0129, 181.69 181.0129, 184.09 (2), 185.825, 215.12, 221.0625, 221.0636,
21221.0637, 221.1004, 551.41, 551.42, 551.43, 551.44, 553.41 (3) and (4), 553.52 (2),
22940.01, 940.19 (3) to (6), 940.20, 940.203, 940.21, 940.30, 940.305, 940.31, 941.20 (2)
23and (3), 941.26, 941.28, 941.298, 941.31, 941.32, 943.01 (2) or (2g), 943.012, 943.013,
24943.02, 943.03, 943.04, 943.05, 943.06, 943.10, 943.20 (3) (b) to (d), 943.23 (1g), (1m),
25(1r), (2) and (3), 943.24 (2), 943.25, 943.27, 943.28, 943.30, 943.32, 943.34 (1) (b) and

1(c), 943.38, 943.39, 943.40, 943.41 (8) (b) and (c), 943.50 (4) (b) and (c), 943.60, 943.70,
2944.205, 944.21 (5) (c) and (e), 944.32, 944.33 (2), 944.34, 945.03, 945.04, 945.05,
3945.08, 946.10, 946.11, 946.12, 946.13, 946.31, 946.32 (1), 946.48, 946.49, 946.61,
4946.64, 946.65, 946.72, 946.76, 947.015, 948.05, 948.08, 948.12 and 948.30.
AB765, s. 222 5Section 222. Effective date.
AB765,204,66 (1) This act takes effect on January 1, 1999.
AB765,204,77 (End)
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