SB423: Bill Text

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.

SB423, s. 150 Section 150. 612.21 (7) of the statutes is amended to read:

SB423,191,2 612.21 (7) Certificate of authority. If the requirements of the law are met, the commissioner shall issue a certificate of authority to the surviving or new town mutual. Thereupon the nonsurviving town mutuals shall cease their legal existence, the corporate existence of any new town mutual shall begin, and the directors elected under sub. (5) shall take office. The surviving or new town mutual shall have all the assets and be liable for all of the obligations of each of the participating town mutuals.

SB423, s. 151 Section 151. 612.22 (title) of the statutes is amended to read:

SB423,191,5 612.22 (title) Merger and consolidation of town mutuals into mutual insurance corporations.

SB423, s. 152 Section 152. 612.22 (1) of the statutes is amended to read:

SB423,191,9 612.22 (1) (title) Conditions for merger or consolidation. One or more town mutuals may merge or consolidate with a single domestic mutual under ch. 611. The surviving or new corporation shall be a mutual under ch. 611.

SB423, s. 153 Section 153. 612.22 (2) (intro.) of the statutes is amended to read:

SB423,191,13 612.22 (2) (title) Plan of merger or consolidation. (intro.) The board of each participating corporation shall adopt the same plan of merger under s. 181.42 (2) or plan of consolidation under s. 181.43 (2) 181.1101 (2), by resolution stating:

SB423, s. 154 Section 154. 612.22 (2) (b) of the statutes is amended to read:

SB423,191,16 612.22 (2) (b) The proposed terms, conditions and procedures for and estimated expenses of implementing the merger or consolidation;

SB423, s. 155 Section 155. 612.22 (5) of the statutes is repealed.

SB423, s. 156 Section 156. 612.22 (6) of the statutes is amended to read:

SB423,191,24 612.22 (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.

SB423, s. 157 Section 157. 612.22 (7) of the statutes is amended to read:

SB423,192,6 612.22 (7) Certificate of authority. If the requirements of the law are met, the commissioner shall issue a certificate of authority to the surviving or new mutual. Thereupon the nonsurviving corporations shall cease their legal existence, the corporate existence of any new mutual shall begin, and the directors elected under sub. (5) shall take office. The surviving or new mutual shall have all the assets and be liable for all of the obligations of each of the participating corporations.

SB423, s. 158 Section 158. 612.70 of the statutes is amended to read:

SB423,192,11 612.70 Waiver of notice and informal action. Sections 181.70 and 181.72 181.0704, 181.0706, 181.0821 and 181.0823 apply to town mutuals. Section 181.0821 applies to a committee of the board except that references to "board" shall be read as "committee".

SB423, s. 159 Section 159. 613.01 (1) of the statutes is amended to read:

SB423,192,14 613.01 (1) Articles of incorporation. "Articles of incorporation" has the meaning designated under s. 181.02 181.0103 (1).

SB423, s. 160 Section 160. 613.01 (2) of the statutes is amended to read:

SB423,192,17 613.01 (2) Board of directors. "Board of directors" has the meaning designated for "board" under s. 181.02 181.0103 (2).

SB423, s. 161 Section 161. 613.01 (3) of the statutes is amended to read:

SB423,192,20 613.01 (3) Bylaws. "Bylaws" has the meaning designated under s. 181.02 181.0103 (3).

SB423, s. 162 Section 162. 613.01 (5) of the statutes is amended to read:

SB423,192,23 613.01 (5) Nonprofit corporation. "Nonprofit corporation" has the meaning designated under s. 181.02 (8) 181.0103 (17).

SB423, s. 163 Section 163. 613.01 (6) of the statutes is amended to read:

SB423,193,2 613.01 (6) Nonstock corporation. "Nonstock corporation" has the meaning designated under s. 181.02 (9) 181.0103 (18).

SB423, s. 164 Section 164. 613.07 (1) of the statutes is amended to read:

SB423,193,5 613.07 (1) Powers. Service insurance corporations have the powers specified under s. 181.04 (1) to (12), (14) and (16) 181.0302.

SB423, s. 165 Section 165. 613.07 (2) of the statutes is amended to read:

SB423,193,8 613.07 (2) Effect of unauthorized corporate acts. Section 181.057 181.0304 applies to service insurance corporations.

SB423, s. 166 Section 166. 613.07 (3) of the statutes is repealed.

SB423, s. 167 Section 167. 613.07 (4) of the statutes is amended to read:

SB423,193,15 613.07 (4) (title) Waiver of notice and informal action by shareholders members or directors. Sections 181.70 and 181.72 181.0704 and 181.0706 apply to members of service insurance corporations and ss. 181.0821 and 181.0823 apply to the board of directors and committees of the board of directors of service insurance corporations.

SB423, s. 168 Section 168. 613.10 of the statutes is amended to read:

SB423,193,19 613.10 (title) Reserved name and registered names. A service insurance corporation may reserve or register a corporate name as provided in s. 181.07 ss. 181.0402 and 181.0403 (2), (3) and (3m).

SB423, s. 169 Section 169. 613.12 (1) (intro.) of the statutes is amended to read:

SB423,193,22 613.12 (1) Contents of articles. (intro.) The articles of a service insurance corporation shall conform to s. 181.31 181.0202, except that:

SB423, s. 170 Section 170. 613.12 (1) (a) of the statutes is amended to read:

SB423,194,2 613.12 (1) (a) The name of the corporation shall include descriptive terms to indicate the general nature of the services or care to be provided, or a trade name that is generally understood as indicating such service or care, and shall comply with s. 181.06 (3) 181.0401 (2) to (4);

SB423, s. 171 Section 171. 613.12 (1) (am) of the statutes is created to read:

SB423,194,5 613.12 (1) (am) The articles shall include a statement that the corporation is a service insurance corporation organized under this chapter.

SB423, s. 172 Section 172. 613.12 (2) of the statutes is amended to read:

SB423,194,10 613.12 (2) Bylaws. The bylaws of a service insurance corporation shall comply with this chapter, and with all except the first sentence of s. 181.13 ss. 181.0206, 181.0207 and 181.1020 to 181.1022. A copy of any amendments to the bylaws shall be filed with the commissioner within 60 days after adoption.

SB423, s. 173 Section 173. 613.29 (1) of the statutes is amended to read:

SB423,194,15 613.29 (1) Right to amend articles. A service insurance corporation may amend its articles under ss. 181.35 to 181.37 and 181.39 181.1001 to 181.1007 in any desired respect including substantial changes of its original purposes not inconsistent with this chapter. No amendment may be made contrary to s. 613.12.

SB423, s. 174 Section 174. 613.29 (3) of the statutes is amended to read:

SB423,194,18 613.29 (3) Effect of amendment. Section 181.41 181.1008 applies to service insurance corporations.