SB423: Bill Text

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SB423, s. 178 Section 178. 613.51 (1) of the statutes is repealed and recreated to read: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

SB423, s. 188 Section 188. 613.62 (1) of the statutes is amended to read:

SB423,196,23 613.62 (1) Liability. Sections 181.283 to 181.29 181.0833 and 181.0850 to 181.0855 apply to service insurance corporations.

SB423, s. 189 Section 189. 613.62 (2) of the statutes is amended to read:

SB423,197,4 613.62 (2) Indemnification. Sections 181.041 to 181.051 181.0871 to 181.0881 apply to service insurance corporations 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. 190 Section 190. 613.62 (3) of the statutes is amended to read:

SB423,197,7 613.62 (3) Insurance. Section 181.053 181.0883 applies to service insurance corporations.

SB423, s. 191 Section 191. 613.63 (1) of the statutes is amended to read:

SB423,197,11 613.63 (1) Establishment of compensation. Section 181.19 181.0302 (11) to (14) applies to service insurance corporations, except as modified by ss. 613.60 and sub. (2).

SB423, s. 192 Section 192. 613.63 (2) of the statutes is amended to read:

SB423,197,14 613.63 (2) Restrictions. Sections 181.28 Subchapter XIII of ch. 181 and s. 611.63 (3) to (6) apply to service insurance corporations.

SB423, s. 193 Section 193. 613.69 (title) of the statutes is repealed and recreated to read:

SB423,197,16 613.69 (title) Distributions.

SB423, s. 194 Section 194. 613.69 (1) of the statutes is amended to read:

SB423,197,19 613.69 (1) (title) Stock and dividends general. Section 181.28 Subchapter XIII of ch. 181 applies to service insurance corporations.

SB423, s. 195 Section 195. 613.72 (title) of the statutes is amended to read:

SB423,197,22 613.72 (title) Merger and consolidation of service insurance corporations.

SB423, s. 196 Section 196. 613.72 (1) of the statutes is amended to read:

SB423,198,6 613.72 (1) Authorization. Any 2 or more domestic service insurance corporations may merge or consolidate, if they provide services of the same or a related nature, or if the services complement one another or there are other reasons that make it reasonable for a single corporation to render both. A written plan of merger or consolidation shall be prepared, setting forth all the terms of the proposed merger or consolidation and its effect on policyholders and members of both corporations. The plan shall also contain the articles and bylaws of the proposed new corporation.

SB423, s. 197 Section 197. 613.72 (2) of the statutes is amended to read:

SB423,198,10 613.72 (2) Commissioner's approval required. No proposed merger or consolidation plan under this section may be submitted to the members until the commissioner approves it.

SB423, s. 198 Section 198. 613.72 (5) of the statutes is amended to read:

SB423,198,13 613.72 (5) Application of ch. 181. Except as otherwise provided in this section, ss. 181.42 to 181.48 181.1101 to 181.1108 apply to service insurance corporations.

SB423, s. 199 Section 199. 613.74 (1) of the statutes is amended to read:

SB423,198,16 613.74 (1) General. Sections 181.50 to 181.555 181.1401 to 181.1407 apply to service insurance corporations, except as provided in subs. (2) to (4).

SB423, s. 200 Section 200. 613.74 (2) of the statutes is amended to read:

SB423,199,5 613.74 (2) Plan of dissolution. At least 60 days prior to the submission to a vote of the members of any proposed voluntary dissolution of a service insurance corporation under s. 181.50 181.1401, the plan shall be filed with the commissioner. The commissioner may require the submission of such additional information as will establish the financial condition of the corporation or other facts relevant to the proposed dissolution. If the members 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 the commissioner finds, after a hearing, that it is insolvent or may become insolvent in the process of dissolution. Upon approval, the corporation may dissolve under ss. 181.51 to 181.555, except that the last sentence of s. 181.555 does not apply 181.1401 to 181.1407. Upon disapproval, the commissioner shall petition the court for liquidation or for rehabilitation under ch. 645.

SB423, s. 201 Section 201. 613.74 (3) of the statutes is amended to read:

SB423,199,11 613.74 (3) Conversion to involuntary liquidation. The corporation may at any time during the liquidation 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. 202 Section 202. 613.74 (4) of the statutes is amended to read:

SB423,199,15 613.74 (4) Revocation of voluntary dissolution. If the corporation revokes the voluntary dissolution proceedings under s. 181.53 181.1404, a copy of the revocation of voluntary dissolution proceedings shall be filed with the commissioner.

SB423, s. 203 Section 203. 613.78 (1) of the statutes is amended to read:

SB423,199,18 613.78 (1) General. Section 181.49 applies Sections 181.1201 and 181.1202 apply to service insurance corporations except as modified by subs. (2) and (3).

SB423, s. 204 Section 204. 613.81 of the statutes is repealed.

SB423, s. 205 Section 205. 614.01 (6) of the statutes is amended to read:

SB423,199,22 614.01 (6) The definitions in ss. 181.02 (1), (3), (8) and (9) 181.0103 (3), (17) and (18), 600.03 and 610.01 (1), (2) and (4) apply to fraternals.

SB423, s. 206 Section 206. 614.07 (1) of the statutes is amended to read:

SB423,199,25 614.07 (1) Powers. Section 181.04 (1) to (14) and (16) 181.0302 applies to fraternals.

SB423, s. 207 Section 207. 614.07 (2) of the statutes is amended to read:

SB423,200,3 614.07 (2) Effect of unauthorized corporate acts. Section 181.057 181.0304 (1) and (2) applies to fraternals.

SB423, s. 208 Section 208. 614.07 (3) of the statutes is repealed.

SB423, s. 209 Section 209. 614.07 (4) of the statutes is amended to read:

SB423,200,7 614.07 (4) Waiver of notice and informal action. Sections 181.70 and 181.72 181.0704, 181.0706, 181.0821 and 181.0823 apply to fraternals.

SB423, s. 210 Section 210. 614.09 of the statutes is amended to read:

SB423,200,11 614.09 Reservation of corporate name. Section 181.07 applies Sections 181.0402 and 181.0403 (2), (3) and (3m) apply to fraternals, except that "department" shall be read "commissioner".

SB423, s. 211 Section 211. 614.12 (2) of the statutes is amended to read:

SB423,200,14 614.12 (2) Powers not enumerated. Section 181.31 (2) 181.0202 (2), (3) and (4) applies to fraternals.

SB423, s. 212 Section 212. 614.12 (3) of the statutes is amended to read:

SB423,201,2 614.12 (3) Principal officers. Section 181.25 applies Sections 181.0840 and 181.0841 apply to fraternals. The articles or bylaws shall specifically designate 3 or more offices, the holders of which shall be the principal officers of the fraternal. The principal offices shall be held by at least 3 separate natural persons. The articles of incorporation or the bylaws may provide that any one or more officers of the fraternal shall be members of the board of directors. The officers of a fraternal may be designated by such titles as may be provided in the articles of incorporation or the bylaws. Any document required or permitted by this chapter to be signed by the president, vice president, secretary or assistant secretary may be signed by such officer as may be stated in the articles of incorporation or bylaws to correspond to the officer so required or permitted to sign.

SB423, s. 213 Section 213. 614.12 (4) of the statutes is amended to read:

SB423,201,8 614.12 (4) Bylaws. The bylaws shall comply with the provisions of this chapter, and a copy of the bylaws and any amendments to them shall be filed with the commissioner promptly after adoption, and notice of amendments to the bylaws shall be given promptly to members. Subject to this chapter, s. 181.13 applies ss. 181.0206 and 181.1021 apply to fraternals.

SB423, s. 214 Section 214. 614.51 (1) of the statutes is amended to read:

SB423,201,14 614.51 (1) General. Section 181.18 applies Sections 181.0801 (1) and (2) and 181.0802 apply to fraternals, except that the supreme governing body may act as the board of directors if it meets at least quarterly. Section 611.51 (2) to (9) applies to fraternals, except that the word "mutual" shall be read "fraternal" and the references to other sections of ch. 611 shall be to the corresponding sections of this chapter.

SB423, s. 215 Section 215. 614.53 of the statutes is amended to read:

SB423,202,7 614.53 Removal of directors and officers and filling of vacancies. 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 or may be removed under s. 181.26 ss. 181.0843 (2) and 181.0844. Any vacancy occurring in the board, including a vacancy created by an increase in the number of directors, may be filled until the next succeeding regular election by the affirmative vote of a majority of the directors then in office, although less than a quorum. If the laws of the fraternal provide that at least two-thirds of the directors are elected by the members, elected director vacancies may be filled for the remainder of the terms for which there is a vacancy. If the vacancy is one to be filled in some manner other than by a regular election, the election by the board is effective only until a reasonable time has elapsed for choosing the director in that other manner. Section 181.21 (2) applies to fraternals In the event that the board of directors ceases to exist and there are no members having voting rights, the members without voting rights shall thereupon have power to elect a new board. A director elected under this section to fill the unexpired term of an elected director is an elected director within the meaning of s. 614.42 (1) (a).

SB423, s. 216 Section 216. 614.74 (1) of the statutes is amended to read:

SB423,202,22 614.74 (1) Plan of dissolution. At least 60 days prior to the submission to the supreme governing body or the members of any proposed voluntary dissolution, the proposal shall be filed with the commissioner. The commissioner may require the submission of additional information necessary to establish the financial condition of the fraternal or other facts relevant to the proposed dissolution. If the supreme governing body or the members adopt the resolution to dissolve by a majority of those voting or such larger number as the laws of the fraternal require, the commissioner shall, within 30 days after the adoption of the resolution, begin to examine the fraternal. The commissioner shall approve the dissolution unless finding, after a hearing, that it is insolvent or may become insolvent in the process of dissolution. Upon approval, the fraternal may dissolve under ss. 181.51 to 181.555, except that the last sentence of s. 181.555 does not apply 181.1401 to 181.1407. Upon disapproval, the commissioner shall petition the court for liquidation under s. 645.41 (10).

SB423, s. 217 Section 217. 614.74 (2) of the statutes is amended to read: