611.33(2)(b)
(b)
Contribution notes. Any mutual may issue contribution notes if the commissioner approves. The commissioner may approve only if he or she finds that:
611.33(2)(b)1.
1. The notes will not be issued in denominations of less than $500, and no single issue will be sold to more than 15 persons;
611.33(2)(b)2.
2. No discount, commission or other fee will be paid or allowed;
611.33(2)(b)3.
3. The notes will not be the subject of a public offering;
611.33(2)(b)4.
4. Their terms are not prejudicial to policyholders, holders of mutual bonds or of prior contribution notes; and
611.33(2)(b)5.
5. The mutual's articles or bylaws do not forbid their issuance.
611.33(2)(c)1.
1. If it has any outstanding obligations on mutual bonds or contribution notes, borrow on contribution notes from, or sell bonds to, any other insurer without approval of the commissioner; or
611.33(2)(c)2.
2. Make any loan to another insurer except a fully secured loan at usual market rates of interest.
611.33(2)(d)
(d)
Repayment. Payment of the principal or interest on mutual bonds or contribution notes may be made in whole or in part only after approval of the commissioner. Approval shall be given if all financial requirements of the issuer to do the insurance business it is then doing will continue to be satisfied after payment and if the interests of its insureds and the public are not endangered. In the event of liquidation under
ch. 645 unpaid amounts of principal and interest on contribution notes shall be subordinated to the payment of principal and interest on any mutual bonds issued by the corporation at any time.
611.33(2)(e)
(e)
Other obligations. Nothing in this section prevents a mutual from borrowing money on notes which are its general obligations, nor from pledging any part of its disposable assets therefor.
611.34
611.34
Corporate repurchase of shares. No stock corporation may repurchase any of its own shares within 5 years after initial issuance of the certificate of authority, except pursuant to a plan for the repurchase which has been approved by the commissioner. After 5 years a stock corporation may repurchase its own shares under
ss. 180.0631,
180.0640 and
180.1708 (2), but within 10 days after the end of any month in which it purchases more than one per cent of any class of its outstanding shares the corporation shall report the price and the names of the registered shareholders from whom the shares are acquired and of any other persons beneficially interested, so far as the latter are known to the corporation. The corporation shall make a like report within 10 days after the end of any 3-month period in which it purchases more than 2% of any class of its outstanding shares or within 10 days after the end of any 12-month period in which it purchases more than 5% of any class of its outstanding shares.
611.34 History
History: 1971 c. 260;
1989 a. 303.
611.36
611.36
Number of shareholders. Section 180.0142 applies to stock corporations for purposes of this chapter.
611.36 History
History: 1989 a. 303.
MANAGEMENT OF INSURANCE CORPORATIONS
611.40
611.40
Shareholders' meetings. 611.40(1)
(1)
Meetings, notices, quorums and voting. Sections 180.0701 to
180.0703,
180.0705,
180.0721 to
180.0727 and
180.1708 (3) apply to stock corporations. Each director of a stock corporation shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present
611.41
611.41
Communications to shareholders or policyholders and commissioner's attendance at meetings. 611.41(1)(1)
Copies of communications. The commissioner may by rule prescribe that copies of specified classes of communications circulated generally by a corporation to shareholders or policyholders shall be communicated to the commissioner at the same time.
611.41(2)
(2) Attendance at meetings. The commissioner has the right to attend any shareholders' or policyholders' meeting.
611.41(3)
(3) Exception. Subsection (2) and, so far as it relates to communications to shareholders,
sub. (1) do not apply to stock corporations all of whose voting shares are owned by a single person, or all of whose shareholders are either members of the board or are represented on it.
611.41 History
History: 1971 c. 260;
1979 c. 102 s.
236 (21).
611.42
611.42
Mutual policyholders' voting rights. 611.42(2)(a)(a)
Mandatory voting rights. Policyholders in all mutuals have the right to vote on conversion, voluntary dissolution, amendment of the articles and the election of all directors except public directors appointed under
s. 611.53 (1). Directors may be divided into classes, and in that case one class shall be elected at least every 4 years for terms not exceeding 6 years.
611.42(2)(b)
(b)
Optional voting rights. The articles of any mutual may give the policyholders additional voting rights.
611.42(3)
(3) Voting procedures. The articles or bylaws shall contain rules governing voting eligibility consistent with
sub. (2) and voting procedures. No amendment to the rules may be effective until at least 30 days after it has been filed with the commissioner.
611.42(4)(a)(a) The articles may provide for regular or special meetings of the policyholders, or elections in lieu of meetings.
611.42(4)(b)
(b) Notice of the time and place of regular meetings or elections shall be given to each policyholder by printing it conspicuously on each policy or in such other reasonable manner as the commissioner approves or requires.
611.42(5)
(5) Representative assembly. The articles may provide that representatives or delegates be selected by the policyholders to represent specific geographical districts, or otherwise to represent defined classes of policyholders, determined on a reasonable basis. After the representative assembly has been selected by the policyholders, the assembly may choose replacements for members unable to complete their terms, if the articles so provide. The vote of a representative shall be treated as the vote of the policyholders he or she represents.
611.42 History
History: 1971 c. 260;
1979 c. 102 s.
236 (5).
611.43
611.43
Annual report to mutual policyholders. Every domestic mutual shall send to each policyholder requesting it an annual report which shall contain basic financial and operating data, information about important business and corporate developments, and such other information as the corporation wishes to include or as the commissioner by rule requires to be included in order to keep policyholders properly informed.
611.43 History
History: 1971 c. 260.
611.51
611.51
Board of directors. 611.51(2)(a)(a)
General. Except under
pars. (b) and
(c), a corporation shall have at least 5 directors if no more than one director is an employe or representative of the corporation, and shall have at least 9 directors in other cases.
611.51(2)(b)
(b)
New corporations. During the first 5 years after initial issuance of a certificate of authority, a corporation shall have at least 5 directors.
611.51(2)(c)
(c)
Exception. The commissioner may by order reduce the number of directors required under this subsection, if he or she finds that it would be an unreasonable burden on the corporation to comply with the requirement and that the interests of policyholders and shareholders can be otherwise protected.
611.51(3)
(3) Inside directors. Employes and representatives of a corporation may not constitute a majority of its board.
611.51(4)
(4) Subsidiaries and closely held corporations. Subsections (2) (a) and
(3) do not apply to an insurance subsidiary authorized under
s. 611.26 (1) nor to a stock insurance corporation more than 95% of whose outstanding shares entitled to vote are owned by a single person or all of whose voting shareholders are either members of or are individually represented on the board.
611.51(5)
(5) Classification of directors. If directors are divided into classes by the articles or the bylaws, no class may contain fewer than 3 members. Subject thereto,
s. 180.0806 applies to stock corporations.
611.51(6)
(6) 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. 180.0841,
181.25 (2),
611.56 and
611.67.
611.51(7)
(7) Quorum and voting. Section 180.0824 applies to the board of a stock corporation and
s. 181.22 applies to the board of a mutual except as modified by
s. 611.60.
611.51(9)(a)(a) Sections 180.1601 to
180.1620 apply to stock corporations.
Section 181.27 applies to mutuals, but inspection of the records of the names and addresses of policyholders of mutuals entitled to vote shall be permitted only for the purpose of communicating with other policyholders with regard to the nomination and election of candidates for the board or other corporate matters which may be submitted to a vote of the policyholders. No person may, directly or indirectly, use any information so obtained for any other purpose.
611.51(9)(b)
(b) Any books, records or minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.
611.51(9)(c)
(c) Any provision of this chapter or of any articles or bylaws of a mutual, which requires the keeping of records concerning the names and addresses of policyholders entitled to vote shall be deemed to be complied with by the keeping of a record of the names of policyholders and the names and addresses of insureds or persons paying premiums. Any such provision which requires the mailing or sending of notices, reports, proposals, ballots or other materials to policyholders shall be deemed to be complied with if mailing thereof is made to the insured or the person paying premiums on the policy for delivery to the policyholder.
611.51 Annotation
Legislative Council Note to (2) (a), 1975: This amendment accommodates the needs of small corporations while continuing to satisfy the purposes for having large boards, as explained in the note to s. 611.51 (2) (a) in
chapter 260, laws of 1971. [Bill 643-S]
611.52
611.52
Election and removal of directors and officers of stock corporations. 611.52(2)
(2) Election. At each annual meeting of shareholders, the shareholders shall elect directors to hold office until the next succeeding annual election except as provided in
sub. (3) or under
s. 180.0806. Each director shall hold office for the term for which he or she is elected and until his or her successor is elected and qualified if qualification is required.
Section 180.0804 applies to a stock corporation.
611.53
611.53
Selection and removal of directors and officers of mutuals. 611.53(1)(1)
Public selection of directors. The articles of a mutual may provide that any number of the directors shall be public directors chosen under a plan proposed by the corporation and approved by the commissioner. The plan shall be designed to assure true public representation on the board. The persons to be nominated as directors shall be persons whose insurance business or general experience qualifies them to serve responsibly and impartially.
611.53(2)
(2) Election of directors. Directors not to be chosen under
sub. (1) shall be elected by the policyholders.
611.53(3)
(3) Removal. 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.
611.53 History
History: 1971 c. 260.
611.54
611.54
Supervision of management changes. 611.54(1)(a)(a)
General. The name of any person selected as a director or principal officer of a corporation, together with such pertinent biographical and other data as the commissioner requires by rule, shall be reported to the commissioner immediately after the selection.
611.54(1)(b)
(b)
New corporations. For 5 years after the initial issuance of a certificate of authority to a corporation, the commissioner may within 30 days after receipt of a report under
par. (a) disapprove any person selected who fails to satisfy the commissioner that the person is trustworthy and has the competence, experience and freedom from conflict of interest necessary to discharge his or her responsibilities.
611.54(2)
(2) Report of removal. Whenever a director or principal officer of a corporation is removed under
s. 180.0843 (2),
181.26 or
611.53 (3), the removal shall be reported to the commissioner immediately together with a statement of the reasons for the removal.
611.54(3)
(3) Removal by commissioner. If the commissioner finds, after a hearing, that a director or officer has a conflict of interest, is incompetent, untrustworthy or has wilfully violated
chs. 600 to
646, a rule promulgated under
s. 601.41 (3) or an order issued under
s. 601.41 (4), and that the conflict of interest, incompetence or the violation endangers the interests of insureds or of the public, the commissioner may order that the director or officer be removed.
611.55
611.55
Continuity of management in emergencies. 611.55(1)(1)
Purpose. The legislature declares it to be desirable for the general welfare and in particular for the welfare of insurance beneficiaries, policyholders, claimants and others that the business of domestic insurance corporations be continued even in a national emergency. The specific purpose of this section is to facilitate the continued operation of such corporations if a national emergency is caused by an attack on the United States or by a nuclear, atomic or other disaster which makes it impossible or impracticable for a corporation to conduct its business in strict accord with applicable provisions of law, its articles, bylaws or its charter.
611.55(2)
(2) Emergency bylaws. The board of any corporation may at any time adopt emergency bylaws, subject to repeal or change by action of those having power to adopt regular bylaws, which shall be operative during such a national emergency and which may, notwithstanding any different provisions of the regular bylaws, or of the applicable statutes or of the corporation's articles or charter, make any provision that may be reasonably necessary for operation during the emergency.
611.55(3)
(3) Emergency authorizations. If the board of a corporation has not adopted emergency bylaws, the following provisions shall become effective upon the occurrence of a national emergency:
611.55(3)(a)
(a) Three directors shall constitute a quorum for the transaction of business at all meetings of the board.
611.55(3)(b)
(b) Any vacancy on the board may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director.
611.55(3)(c)
(c) If there are no surviving directors, but at least 3 officers of the corporation survive, the 3 officers with the longest term of service shall be the directors and shall possess all of the powers of the previous board and such powers as are granted herein or by subsequently enacted legislation. By majority vote such emergency board may elect other directors. If there are not at least 3 surviving officers, the commissioner shall appoint 3 persons as directors who shall possess all of the powers of the previous board and such powers as are granted herein or by subsequently enacted legislation, and these persons by majority vote may elect other directors.
611.55(4)
(4) Succession list. At any time the board of a corporation may, by resolution, provide that in the event of such a national emergency and in the event of the death or incapacity of specified officers of the corporation, such officers shall be succeeded by the persons named or described in a succession list adopted by the board. The list may be on the basis of named persons or position titles, shall establish the order of priority and may prescribe the conditions under which the powers of the office shall be exercised.
611.55(5)
(5) Home office. At any time the board of a corporation may, by resolution, provide that in the event of such a national emergency the home office or principal place of business shall be at a location named or described in the resolution. The resolution may provide for alternate locations and establish an order of preference.
611.55 History
History: 1971 c. 260.
611.56
611.56
Committees of directors. 611.56(1)
(1)
Appointment. If the articles or bylaws of a corporation so provide, the board by resolution adopted by a majority of the full board may designate one or more committees, each consisting of 3 or more directors serving at the pleasure of the board. The board may designate one or more directors as alternate members of any committee to substitute for any absent member at any meeting of the committee. The designation of a committee and delegation of authority to it shall not relieve the board or any director of any responsibility imposed by law.
