SB423: Bill Text

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SB423, s. 148 Section 148. 612.21 (5) of the statutes is repealed.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

SB423, s. 175 Section 175. 613.40 (1) of the statutes is amended to read:

SB423,194,21 613.40 (1) Meetings of members. Sections 181.14 and 181.15 181.0160, 181.0701, 181.0702 and 181.0705 apply to service insurance corporations.

SB423, s. 176 Section 176. 613.40 (2) of the statutes is amended to read:

SB423,194,25 613.40 (2) Voting and quorum. Sections 181.16 and 181.71 181.0721, 181.0723 and 181.0724 apply to service insurance corporations and s. 181.17 181.0722 applies to service insurance corporations except as modified by ss. 613.72 (4) and 613.75 (2).

SB423, s. 177 Section 177. 613.40 (3) of the statutes is amended to read:

SB423,195,3 613.40 (3) (title) Division into districts Delegates. Section 181.175 181.0640 applies to service insurance corporations.

SB423, s. 178 Section 178. 613.51 (1) of the statutes is repealed and recreated to read:

SB423,195,8 613.51 (1) General. The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of this state or members of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe other qualifications for directors.

SB423, s. 179 Section 179. 613.51 (2) of the statutes is amended to read:

SB423,195,13 613.51 (2) Number, selection and classification of directors. Section 611.51 (2) and the first sentence of s. 611.51 (5) apply to service insurance corporations. Sections 181.20 and 181.21 181.0803 to 181.0811 apply to service insurance corporations except as modified by ss. 613.53 and 613.54.

SB423, s. 180 Section 180. 613.51 (4) of the statutes is amended to read:

SB423,195,17 613.51 (4) Unlawful delegation. The board shall manage the business and affairs of the corporation and may not delegate its power or responsibility to do so, except to the extent authorized by ss. 181.25 (2) 181.0841 and 613.56.

SB423, s. 181 Section 181. 613.51 (5) of the statutes is amended to read:

SB423,195,20 613.51 (5) (title) Quorum of directors and voting. Section 181.22 181.0824 applies to service insurance corporations, except as modified by s. 613.60.

SB423, s. 182 Section 182. 613.51 (6) of the statutes is amended to read:

SB423,195,23 613.51 (6) Books and records. Section 181.27 applies Sections 181.1601 to 181.1605 apply to service insurance corporations.

SB423, s. 183 Section 183. 613.51 (7) of the statutes is amended to read:

SB423,196,2 613.51 (7) Place and notice of directors' meetings. Section 181.24 applies Sections 181.0820, 181.0822 and 181.0823 apply to service insurance corporations.

SB423, s. 184 Section 184. 613.52 (1) of the statutes is amended to read:

SB423,196,5 613.52 (1) General. Section 181.25 applies Sections 181.0840 and 181.0841 apply to service insurance corporations, as modified by s. 613.12 (3).

SB423, s. 185 Section 185. 613.52 (2) of the statutes is amended to read:

SB423,196,8 613.52 (2) Removal. Section 181.26 applies Sections 181.0843 and 181.0844 apply to service insurance corporations.

SB423, s. 186 Section 186. 613.56 (3) (d) of the statutes is amended to read:

SB423,196,12 613.56 (3) (d) Merger or consolidation under s. 613.72, conversion under s. 613.75, voluntary dissolution under s. 613.74 or transfer of business or assets under s. 613.78;

SB423, s. 187 Section 187. 613.56 (5) of the statutes is created to read:

SB423,196,20 613.56 (5) Quorum and voting. Sections 181.0821 and 181.0824 apply to a committee of the board of a service insurance corporation, except that references to "board" shall be read as relating to "committee", references to "majority" in s. 181.0824 (1) shall be read as referring to a majority of the members appointed to serve on the committee, and references to "majority" in s. 181.0824 (2) shall be read as referring to a majority of the members appointed to serve on the committee who are present at the meeting.