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 at least 3 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. Any committee under this section may include one or more nonvoting members who are not directors. 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.
611.56(2)
(2) Delegation; major committees. When the board is not in session, a committee satisfying all of the requirements for the composition of a board under
s. 611.51 (2) to
(4) may exercise any of the powers of the board in the management of the business and affairs of the corporation, including action under
ss. 611.60 and
611.61, to the extent authorized in the resolution or in the articles or bylaws; except that any such committee may include 7 or more directors if the corporation has 9 or more directors.
611.56(3)
(3) Delegation; ordinary committees. When the board is not in session, a committee not satisfying the requirements of
sub. (2) may exercise the powers of the board in the management of the business and affairs of the corporation to the extent authorized in the resolution or in the articles or bylaws, except action in respect to:
611.56(3)(a)
(a) Compensation or indemnification of any person who is a director, principal officer or one of the 3 most highly paid employees, and any benefits or payments requiring shareholder or policyholder approval;
611.56(3)(b)
(b) Approval of any contract required to be approved by the board under
s. 611.60 or
611.61, or of any other transaction in which a director has a material interest adverse to the corporation;
611.56(3)(e)
(e) Any other decision requiring shareholder or policyholder approval;
611.56(3)(f)
(f) Amendment or repeal of any action previously taken by the full board which by its terms is not subject to amendment or repeal by a committee;
611.56(3)(g)
(g) Dividends or other distributions to shareholders or policyholders, other than in the routine implementation of policy determinations of the full board;
611.56(3)(i)
(i) Filling of vacancies on the board or any committee created under
sub. (1) except that the articles or bylaws may provide for temporary appointments to fill vacancies on the board or any committee, the appointments to last no longer than the end of the next board meeting.
611.56(4)
(4) Subsequent review. The full board or a major committee of the board authorized to do so under
sub. (2) shall specifically review any transaction in which an officer has a material financial interest adverse to the corporation, at the next meeting following action by any ordinary committee.
611.56(5)
(5) Meetings, quorum, and voting. Sections 180.0820,
180.0821, and
180.0824 apply to a committee of the board of a stock corporation, except that references in
s. 180.0824 to a committee “created under
s. 180.0825" shall be read as a committee “created under this section".
Sections 181.0820,
181.0821, and
181.0824 apply to a committee of the board of a mutual, except that references to “board" shall be read as “committee", “majority" in
s. 181.0824 (1) shall mean a majority of the members of the board appointed to serve on the committee, and “majority" in
s. 181.0824 (2) shall mean a majority of the members of the board appointed to serve on the committee who are present at the meeting.
611.57
611.57
Interlocking directorates and other relationships. No person may simultaneously be a director or officer in one insurance corporation and a director, officer, employee or agent for another insurer if the effect is to lessen competition substantially or if the 2 insurers have materially adverse interests.
611.57 History
History: 1971 c. 260;
1973 c. 128.
611.57 Cross-reference
Cross-reference: See also s.
Ins 6.52, Wis. adm. code.
611.60
611.60
Transactions in which directors and others are interested. 611.60(1)(1)
Voidable transactions. Any material transaction between an insurance corporation and one or more of its directors or officers, or between an insurance corporation and any other person in which one or more of its directors or officers or any person controlling the corporation has a material interest, is voidable by the corporation unless:
611.60(1)(a)
(a) The transaction at the time it is entered into is reasonable and fair to the interests of the corporation; and
611.60(1)(b)
(b) The transaction has, with full knowledge of its terms and of the interests involved, been approved in advance by the board or by the shareholders; and
611.60(1)(c)
(c) The transaction has been reported to the commissioner immediately after such approval.
611.60(2)
(2) Quorum and voting. Directors whose interest or status make the transaction subject to this section may be counted in determining a quorum for a board meeting approving a transaction under
sub. (1) (b), but may not vote. Approval requires an affirmative vote of a majority of those present.
611.60(3)
(3) Restricted transactions. The commissioner may by rule require that for any classes of transactions subject to
sub. (1) which by their nature tend to be unreasonable or unfair to the interests of the corporation the report under
sub. (1) (c) shall be submitted to the commissioner in advance of the proposed effective date. Such a transaction shall not be carried out even though approved under
sub. (1) (b), until the commissioner approves the transaction, or does not disapprove it for failure to comply with
sub. (1) (a) within 30 days after receiving the report under
sub. (1) (c).
611.60(4)
(4) Excepted transactions. This section does not apply to transactions subject to
s. 611.61, nor to transactions made between an insurance corporation and its wholly owned subsidiary, nor to policies of insurance, other than reinsurance, issued in the normal course of business. Nothing in this section deprives any person of any rights accruing under a policy of insurance written at usual terms, other than reinsurance. The commissioner may by rule exempt other classes of transactions from the reporting requirement of
sub. (1) (c), to the extent that the purposes of this section can be achieved without the report.
611.60 History
History: 1971 c. 260;
1979 c. 102 s.
236 (21).
611.61
611.61
Transactions of insurers with affiliates. 611.61(1)(1)
Restricted transactions. No transaction may be entered into between an insurer authorized to do business in this state and any affiliate unless:
611.61(1)(a)
(a) The transaction at the time it is entered into is reasonable and fair to the interests of the insurer;
611.61(1)(b)
(b) The books, accounts and records of each party to the transaction are kept in a manner that clearly and accurately discloses the nature and details of the transaction and in accordance with generally accepted accounting principles permits ascertainment of charges relating to the transaction; and
611.61(1)(c)
(c) If the transaction is a reinsurance transaction, it is reported to the commissioner immediately if the insurer is a domestic corporation.
611.61(2)
(2) Voidability. Transactions entered into by domestic corporations in violation of
sub. (1) are voidable by the corporation.
611.61 History
History: 1971 c. 260;
1979 c. 102.
611.62
611.62
Directors' and officers' liability and indemnification. 611.63
611.63
Executive compensation. 611.63(2)
(2) Approval of board action by shareholders. Any benefits or payments to any director or officer on account of services rendered to a stock corporation more than 90 days before the agreement or decision to give the benefit or make the payment, and any new pension plan, profit-sharing plan, stock option plan or any amendment to an existing plan which so far as it pertains to any director or officer substantially increases the financial burden on the corporation shall be approved by a vote of the shareholders.
611.63(3)
(3) Notice to commissioner. Any action taken by the board of a mutual insurance corporation on any of the subjects specified in
sub. (1) shall be reported to the commissioner within 30 days.
611.63(4)
(4) Annual report to commissioner. The amount of all direct and indirect remuneration for services, including retirement and other deferred compensation benefits and stock options, paid or accrued each year for the benefit of each director and each officer and member of executive management, as defined by the commissioner, whose remuneration exceeds an amount established by the commissioner, and for all directors and officers as a group shall be included in the annual report made to the commissioner.
611.63(5)
(5) Prohibited criteria. No arrangement for compensation or other employment benefits for any director, officer or employee with decision-making power may be made if it would:
611.63(5)(a)
(a) Measure the compensation or other benefits in whole or in part by any criteria that would create a financial inducement for him or her to act contrary to the best interests of the corporation; or
611.63(5)(b)
(b) Have a tendency to make the corporation depend for continuance or soundness of operation upon continuation in his or her position of any director, officer or employee.
611.63(6)
(6) Effect of rehabilitation and liquidation proceedings. If an order of rehabilitation or liquidation is issued under
s. 645.32 or
645.42, the contractual obligations of the insurer for unperformed services of any director, principal officer or person in fact performing similar functions or having similar powers is thereupon terminated.
611.66
611.66
Exclusive agency contracts. 611.66(1)
(1)
General. Except under
sub. (2), no corporation may enter into any contract whereby any person is granted or obtains directly or indirectly the exclusive right or privilege of soliciting, producing or receiving a fee or commission on all or substantially all of the insurance business of the corporation or on all or substantially all of the insurance business of the corporation in this state.
611.66(2)
(2) Subsidiaries. Subsection (1) does not apply to contracts in which a corporation is the exclusive agent of its insurance subsidiary authorized under
s. 611.26 (1) or in which the subsidiary is the exclusive agent of the corporation.
611.66 History
History: 1971 c. 260.
611.67
611.67
Management contract services. 611.67(1)(c)
(c) “Management authority" means the authority to exercise any management control of the corporation or of its underwriting, loss adjustment, investment, general servicing or production function or other major corporate function.
611.67(2)
(2) Except as provided in
sub. (3), a corporation may not be a party to a contract which has the effect of delegating management authority to a person to the substantial exclusion of the board.
611.67(3)
(3) An insurer that offers a health maintenance organization, limited service health organization or preferred provider plan may delegate management authority with regard to the health maintenance organization, limited service health organization or preferred provider plan to a person other than an officer, director or employee of the insurer if the person exercises the management authority according to the terms of a written contract between the insurer and the person and if the contract is filed with the commissioner and not disapproved by the commissioner under
sub. (4).
611.67(4)(a)(a) The commissioner may disapprove a contract under
sub. (3) within a 30-day period after the date of filing or within a reasonable extension period following the 30-day period if the extension period is specified by notice to the health care plan within the 30-day period.
611.67(4)(b)
(b) The commissioner may disapprove a contract under
sub. (3) only if the commissioner makes one of the findings specified in
s. 618.22 (2).
611.67 History
History: 1985 a. 29.
611.67 Cross-reference
Cross-reference: See also s.
Ins 42.07, Wis. adm. code.
611.69
611.69
Dividends and other distributions. 611.69(2)
(2) Unclaimed dividends and distributions. Chapter 177 applies to stock corporations.
611.69 History
History: 1971 c. 260;
1989 a. 303.
CORPORATE REORGANIZATION
611.71
611.71
Acquisition of all of the shares or of a class of shares of an insurance corporation. 611.71(1)
(1)
Exchange of shares permitted. A domestic stock insurance corporation may acquire, in the manner provided by this section, in exchange for its shares, all the shares, or all the shares of any class, of any other domestic stock insurance corporation, provided no law is violated by the acquisition.
611.71(2)
(2) Offer. The acquiring corporation shall submit by 1st class mail to all holders of the shares to be acquired a written offer which shall:
611.71(2)(a)
(a) Specify the shares to which the offer relates;
611.71(2)(b)
(b) Prescribe the terms and conditions of the proposed exchange, including the method of acceptance and the manner of exchanging the shares;
611.71(2)(c)
(c) Provide such information respecting both corporations as the commissioner prescribes by rule;
611.71(2)(d)
(d) Contain a statement summarizing the rights of the shareholders under
sub. (5) (b); and
611.71(2)(e)
(e) Provide for the payment of cash or scrip in lieu of the issuance of fractional shares of the acquiring corporation.
611.71(3)
(3) Copy of offer. One copy of the offer shall be filed with the commissioner immediately.
611.71(4)
(4) Acceptance. The exchange shall be consummated if, within 120 days after the date of the mailing, the offer is accepted by the holders of not less than 90 percent of the shares of each class to which it relates. In ascertaining what percentage have accepted, shares may not be counted if at the date of mailing of the offer they were already held by, or by a nominee for, the acquiring corporation or any affiliate.
