SB423: Bill Text

SB423, s. 110 Section 110. 611.51 (9) (b) (title) of the statutes is created to read:

SB423,180,14 611.51 (9) (b) (title) Form of books, records or minutes.

SB423, s. 111 Section 111. 611.51 (9) (c) (title) of the statutes is created to read:

SB423,180,16 611.51 (9) (c) (title) Records of policyholders entitled to vote.

SB423, s. 112 Section 112. 611.53 (3) of the statutes is amended to read:

SB423,180,21 611.53 (3) (title) Removal Resignation, vacancies and removal of directors. Subject to subs. (1) and (2), ss. 181.0807 and 181.0811 apply to a mutual. A director may be removed from office for cause by an affirmative vote of a majority of the full board at a meeting of the board called for that purpose.

SB423, s. 113 Section 113. 611.53 (4) of the statutes is amended to read:

SB423,180,25 611.53 (4) (title) Vacancies Resignation, vacancies and removal of officers. Subject to subs. (1) to (3), ss. 181.21 and 181.26 Sections 181.0843 and 181.0844 apply to a mutual.

SB423, s. 114 Section 114. 611.54 (2) of the statutes is amended to read:

SB423,181,5 611.54 (2) Report of removal. Whenever a director or principal officer of a corporation is removed under s. 180.0843 (2), 181.26 181.0843 (2) or 611.53 (3), the removal shall be reported to the commissioner immediately together with a statement of the reasons for the removal.

SB423, s. 115 Section 115. 611.56 (3) (d) of the statutes is amended to read:

SB423,181,9 611.56 (3) (d) Merger or consolidation under s. 611.72 or 611.73, stock exchanges under s. 611.71, conversion under s. 611.75 or 611.76, voluntary dissolution under s. 611.74 or transfer of business or assets under s. 611.78;

SB423, s. 116 Section 116. 611.56 (5) of the statutes is amended to read:

SB423,181,18 611.56 (5) Quorum and voting. Section 180.0824 applies to a committee of the board of a stock corporation, except references to a committee "created under s. 180.0825" shall be read as a committee "created under this section". Sections 181.0821 and 181.0824 apply to a committee of the board of a mutual, except that references to "board" shall be read as "committee", "majority" in s. 181.0824 (1) shall mean a majority of the members appointed to serve on the committee, and "majority" in s. 181.0824 (2) shall mean a majority of the members appointed to serve on the committee who are present at the meeting.

SB423, s. 117 Section 117. 611.62 (1) of the statutes is amended to read:

SB423,181,22 611.62 (1) Liability. Sections 180.0826 to 180.0828, 180.0832 and 180.0833 apply to stock corporations and ss. 181.283 to 181.29 181.0850 to 181.0855, except s. 181.0855 (2) (c), apply to mutuals.

SB423, s. 118 Section 118. 611.62 (2) of the statutes is amended to read:

SB423,182,3 611.62 (2) Indemnification. Sections 180.0850 to 180.0856, 180.0858 and 180.0859 apply to stock corporations and ss. 181.041 to 181.051 181.0871 to 181.0881 and 181.0889 apply to mutuals but no indemnification may be made until at least 30 days after notice to the commissioner, containing full details about the proposed indemnification.

SB423, s. 119 Section 119. 611.62 (3) of the statutes is amended to read:

SB423,182,6 611.62 (3) Insurance. Section 180.0857 applies to stock corporations and s. 181.053 181.0883 applies to mutuals.

SB423, s. 120 Section 120. 611.62 (4) of the statutes is amended to read:

SB423,182,10 611.62 (4) Derivative actions. Sections 180.0740 to 180.0747 and 180.1708 (3m) apply to stock corporations and s. 181.295 applies ss. 181.0740 to 181.0747 apply to mutuals.

SB423, s. 121 Section 121. 611.63 (1) of the statutes is amended to read:

SB423,182,14 611.63 (1) General power. Subject to this section, ss. 180.0302 (11), (12) and (16) and 180.0811 apply to stock corporations and ss. 181.04 (15) and 181.19 apply s. 181.0302 (11) to (14) applies to mutuals.

SB423, s. 122 Section 122. 611.73 (title) of the statutes is amended to read:

SB423,182,16 611.73 (title) Merger and consolidation of mutuals.

SB423, s. 123 Section 123. 611.73 (1) of the statutes is renumbered 611.73 (1) (a) and amended to read:

SB423,182,22 611.73 (1) (a) (title) In general. Any 2 or more domestic mutuals may merge or consolidate under the procedures of this section and ss. 181.42 to 181.47 181.1105 and 181.1106, except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner.

SB423, s. 124 Section 124. 611.73 (1) (b) of the statutes is created to read:

SB423,183,3 611.73 (1) (b) Plan of merger and board resolution. The board of directors of each mutual shall, by resolution adopted by each such board, approve a plan of merger that includes all of the following:

SB423,183,5 1. The names of the mutuals proposing to merge and the name of the surviving mutual into which they propose to merge.

SB423,183,6 2. The terms and conditions of the proposed merger.

SB423,183,8 3. The respective interests and rights of the members of the merging mutuals in the surviving mutual.

SB423,183,10 4. Any change in the articles of incorporation of the surviving mutual to be effected by the merger.

SB423,183,12 5. Other provisions with respect to the proposed merger that are considered necessary and desirable.

SB423, s. 125 Section 125. 611.73 (1) (c) of the statutes is created to read:

SB423,183,15 611.73 (1) (c) Approval of merger. A plan of merger may be adopted only in the following manner:

SB423,183,24 1. If the articles of incorporation or bylaws of a merging mutual give members the right to vote on the merger, the board of directors of the mutual shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or summary of the plan shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members. The proposed plan shall be adopted by at least two-thirds of the votes entitled to be cast by the members present or represented by proxy at the meeting.

SB423,184,4 2. If the articles of incorporation or bylaws of any merging mutual do not give the members the right to vote on the merger, a plan of merger shall be adopted at a meeting of the board of directors of each mutual by at least a majority of the directors in office.

SB423, s. 126 Section 126. 611.73 (1) (d) of the statutes is created to read:

SB423,184,8 611.73 (1) (d) Abandonment of merger. After approval under par. (c) and prior to the filing of the articles of merger, the merger may be abandoned pursuant to the provisions for abandonment, if any, set forth in the plan of merger.

SB423, s. 127 Section 127. 611.73 (2) of the statutes is renumbered 611.73 (2) (a) and amended to read:

SB423,184,16 611.73 (2) (a) (title) In general. Any 2 or more domestic and foreign mutuals may merge or consolidate under s. 181.48 if the merger is permitted by the laws of the state in which the foreign mutuals are organized. Each domestic mutual shall comply with the provisions of this section with respect to the merger of domestic corporations and each foreign mutual shall comply with the applicable provisions of the laws of the state under which it is organized.

SB423, s. 128 Section 128. 611.73 (2) (b) of the statutes is created to read:

SB423,184,23 611.73 (2) (b) Effect of merger. The effect of a merger under this subsection is the same as in the case of the merger of domestic mutuals, if the surviving mutual is to be governed by the laws of this state. If the surviving mutual is to be governed by the laws of a state other than this state, the effect of the merger is the same as in the case of the merger of domestic mutuals except as provided by the laws of that other state.

SB423, s. 129 Section 129. 611.73 (3) of the statutes is amended to read:

SB423,185,7 611.73 (3) Approval by the commissioner. The plan of merger or consolidation shall be submitted to the commissioner for his or her approval after any necessary action by the boards and before any necessary action by the policyholders. The commissioner shall approve the plan unless he or she finds, after a hearing, that the proposed merger or consolidation would be contrary to the law or to the interests of the insureds of any participating domestic corporation or the Wisconsin insureds of any participating nondomestic corporation.

SB423, s. 130 Section 130. 611.74 (1) of the statutes is amended to read:

SB423,185,24 611.74 (1) Plan of dissolution. At least 60 days prior to the submission to shareholders or policyholders of any proposed voluntary dissolution of an insurance corporation under s. 180.1402 or 181.50 181.1401 the plan shall be filed with the commissioner. The commissioner may require the submission of additional information to establish the financial condition of the corporation or other facts relevant to the proposed dissolution. If the shareholders or policyholders adopt the resolution to dissolve, the commissioner shall, within 30 days after the adoption of the resolution, begin to examine the corporation. The commissioner shall approve the dissolution unless, after a hearing, the commissioner finds that it is insolvent or may become insolvent in the process of dissolution. Upon Subject to chs. 600 to 645, upon approval, the corporation may dissolve under ss. 180.1402 to 180.1408 and 180.1706, or ss. 181.51 to 181.555 181.1401 to 181.1407, except that the last sentence of s. 181.555 does not apply and papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner. Upon disapproval, the commissioner shall petition the court for liquidation or for rehabilitation under ch. 645.

SB423, s. 131 Section 131. 611.74 (2) of the statutes is amended to read:

SB423,186,5 611.74 (2) Conversion to involuntary liquidation. The corporation may at any time during the liquidation under ss. 180.1402 to 180.1408 or under ss. 181.51 to 181.555 181.1401 to 181.1407 apply to the commissioner to have the liquidation continued under the commissioner's supervision; thereupon the commissioner shall apply to the court for liquidation under s. 645.41 (10).

SB423, s. 132 Section 132. 611.74 (3) of the statutes is amended to read:

SB423,186,11 611.74 (3) Revocation of voluntary dissolution. If the corporation revokes the voluntary dissolution proceedings under ss. 180.1404 and 180.1706 or under s. 181.53 181.1404, a copy of the articles of revocation of dissolution prepared under s. 180.1404 or the resolution revoking the voluntary dissolution proceedings adopted under s. 181.53 181.1404 shall be filed with the commissioner.

SB423, s. 133 Section 133. 611.76 (1) (c) of the statutes is amended to read:

SB423,186,17 611.76 (1) (c) Conversion and merger. A domestic mutual may adopt a plan of acquisition, or merger or consolidation as part of a plan of conversion under this section. The commissioner shall approve the plan of acquisition, or merger or consolidation as part of the plan of conversion unless grounds for disapproval exist under s. 611.72 (3).

SB423, s. 134 Section 134. 611.78 (1) of the statutes is amended to read:

SB423,186,22 611.78 (1) (title) Sale, lease, exchange or mortgage of a stock corporation's assets with or without shareholder action. Except as modified by subs. (2) and (3), ss. 180.1201, 180.1202, 180.1706 and 180.1708 (6) apply to stock corporations and s. 181.49 applies to mutuals.

SB423, s. 135 Section 135. 611.78 (1m) of the statutes is created to read:

SB423,187,7 611.78 (1m) Sale, lease, exchange or mortgage of a mutual's assets. (a) Except as modified by subs. (2) and (3), a sale, lease, exchange or other disposition of less than substantially all of the property and assets of a mutual, and the mortgage or pledge of any or all property and assets of a mutual, 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'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 paragraph.

SB423,187,9 (b) A sale, lease, exchange or other disposition of property and assets under par. (a) may be authorized only in the following manner:

SB423,188,2 1. 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'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 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.

SB423,188,6 2. 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'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.

SB423, s. 136 Section 136. 612.01 (4) of the statutes is amended to read:

SB423,188,10 612.01 (4) Applicable definitions. The definitions in ss. 181.02 (1) to (3), (8) and (9) 181.0103 (3) and (18), 600.03 and 610.01 (1), (2) and (4) apply to town mutuals.

SB423, s. 137 Section 137. 612.03 of the statutes is amended to read:

SB423,188,16 612.03 General powers and effect of unauthorized corporate acts. Sections 181.04 (intro.), (1) to (8), (10), (11) and (14) to (16) 181.0302 (intro.), (1) to (8), (11) to (13), (18) and (19) and 181.057 (intro.), (1) and (2) 181.0304 apply to town mutuals, except that references to "attorney general" shall be read as "commissioner". Section 181.04 181.0302 (7) is subject to s. 612.35.

SB423, s. 138 Section 138. 612.04 (1) of the statutes is amended to read:

SB423,188,21 612.04 (1) Right to amend articles and make and amend bylaws. Section 181.35 applies Sections 181.0207 and 181.1001 apply to town mutuals. A town mutual may make and amend bylaws as provided by the articles or, in the absence of any such provision, in the same manner as the articles may be made or amended.

SB423, s. 139 Section 139. 612.04 (2) of the statutes is amended to read:

SB423,189,2 612.04 (2) Approval required. No change in the articles, or bylaws or in the business plan is effective until approved by the commissioner, nor may a town mutual depart from its business plan except with the commissioner's approval. No change may be made inconsistent with s. 612.02 (2). Section 181.41 181.1008 applies to town mutuals.

SB423, s. 140 Section 140. 612.11 (2) (a) of the statutes is amended to read:

SB423,189,9 612.11 (2) (a) Annual meeting. Notice of the time and place of the annual meeting shall be given to each member by printing it conspicuously on each policy or in any other reasonable manner that the commissioner approves. A change in time or place may be made by the board of directors by giving notice at least 10 days prior to the original date and 30 days prior to the new date, in the manner prescribed in s. 181.15 or in any other reasonable manner that the commissioner approves.

SB423, s. 141 Section 141. 612.11 (2) (b) of the statutes is amended to read:

SB423,189,14 612.11 (2) (b) Special meetings. Notice of special meetings shall be given to members at least 30 days prior to the date of the meeting, and shall state the proposed business to be brought before the meeting, in the manner prescribed in s. 181.15 or in any other reasonable manner that the commissioner approves.

SB423, s. 142 Section 142. 612.12 (1) (c) of the statutes is amended to read:

SB423,189,17 612.12 (1) (c) Merger, consolidation, transfer of business under s. 612.24, conversion and voluntary dissolution;

SB423, s. 143 Section 143. 612.13 (6) (b) of the statutes is amended to read:

SB423,189,20 612.13 (6) (b) Officers. Section 181.26 applies Sections 181.0843 and 181.0844 apply to town mutuals.

SB423, s. 144 Section 144. 612.21 (title) of the statutes is amended to read:

SB423,189,22 612.21 (title) Merger and consolidation of town mutuals.

SB423, s. 145 Section 145. 612.21 (1) of the statutes is amended to read:

SB423,190,3 612.21 (1) (title) Conditions for merger or consolidation. Two or more town mutuals authorized to operate in all or part of the same or in contiguous territories not exceeding 16 counties altogether may merge into one of the constituent town mutuals, or may consolidate into a new town mutual, under the procedure provided in this section.

SB423, s. 146 Section 146. 612.21 (2) (intro.) of the statutes is amended to read:

SB423,190,7 612.21 (2) (title) Plan of merger or consolidation. (intro.) The board of each participating town mutual shall adopt the same plan of merger or consolidation by resolution stating:

SB423, s. 147 Section 147. 612.21 (2) (b) of the statutes is amended to read:

SB423,190,10 612.21 (2) (b) The proposed terms, conditions and procedures for and estimated expenses of implementing the merger or consolidation;

SB423, s. 148 Section 148. 612.21 (5) of the statutes is repealed.

SB423, s. 149 Section 149. 612.21 (6) of the statutes is amended to read:

SB423,190,18 612.21 (6) Reports to commissioner. Each participating town mutual shall file with the commissioner a copy of the resolution adopted under sub. (4), stating the number of members entitled to vote, the number of members voting and the number of votes cast in favor of the plan, stating separately in each case the mail votes and the votes cast in person. Any election of directors under sub. (5) shall also be reported to the commissioner.