SB423: Bill Text

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SB423, s. 208 Section 208. 614.07 (3) of the statutes is repealed.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

SB423,203,3 614.74 (2) Conversion to involuntary liquidation. The fraternal 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. 218 Section 218. 614.74 (3) of the statutes is amended to read:

SB423,203,7 614.74 (3) Revocation of voluntary dissolution. If the fraternal 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. 219 Section 219. 618.21 (title) of the statutes is amended to read:

SB423,203,10 618.21 (title) Corporation law requirements from chs. 180, 181, 610, 611 and 623 applicable to nondomestic corporations.

SB423, s. 220 Section 220. 814.245 (2) (a) of the statutes is amended to read:

SB423,203,13 814.245 (2) (a) "Nonprofit corporation" has the meaning designated in s. 181.02 (8) 181.0103 (17).

SB423, s. 221 Section 221. 946.82 (4) of the statutes is amended to read:

SB423,204,2 946.82 (4) "Racketeering activity" means any activity specified in 18 USC 1961 (1) in effect as of April 27, 1982 or the attempt, conspiracy to commit, or commission of any of the felonies specified in: chs. 945 and 961 and ss. 49.49, 134.05, 139.44 (1), 180.0129, 181.69 181.0129, 184.09 (2), 185.825, 215.12, 221.0625, 221.0636, 221.0637, 221.1004, 551.41, 551.42, 551.43, 551.44, 553.41 (3) and (4), 553.52 (2), 940.01, 940.19 (3) to (6), 940.20, 940.203, 940.21, 940.30, 940.305, 940.31, 941.20 (2) and (3), 941.26, 941.28, 941.298, 941.31, 941.32, 943.01 (2) or (2g), 943.012, 943.013, 943.02, 943.03, 943.04, 943.05, 943.06, 943.10, 943.20 (3) (b) to (d), 943.23 (1g), (1m), (1r), (2) and (3), 943.24 (2), 943.25, 943.27, 943.28, 943.30, 943.32, 943.34 (1) (b) and (c), 943.38, 943.39, 943.40, 943.41 (8) (b) and (c), 943.50 (4) (b) and (c), 943.60, 943.70, 944.205, 944.21 (5) (c) and (e), 944.32, 944.33 (2), 944.34, 945.03, 945.04, 945.05, 945.08, 946.10, 946.11, 946.12, 946.13, 946.31, 946.32 (1), 946.48, 946.49, 946.61, 946.64, 946.65, 946.72, 946.76, 947.015, 948.05, 948.08, 948.12 and 948.30.

SB423, s. 222 Section 222. Effective date.

SB423,204,4 (1) This act takes effect on January 1, 1999.

SB423,204,5 (End)