614.62
614.62
Directors' liability and indemnification. Section 611.62 applies to fraternals, except that the word “mutual" shall be read “fraternal".
614.62 History
History: 1975 c. 373.
614.63
614.63
Executive compensation. Section 611.63 applies to fraternals, except that the word “mutual" shall be read “fraternal".
614.63 History
History: 1975 c. 373.
614.66
614.66
Exclusive agency contracts and management contracts. Sections 611.66 and
611.67 apply to fraternals, except that the reference to
s. 611.26 (1) contained in
s. 611.66 is to that section as incorporated by
s. 614.24.
614.66 History
History: 1975 c. 373;
1997 a. 252.
CORPORATE REORGANIZATION
614.73
614.73
Merger and consolidation of fraternals. 614.73(1)(1)
Authorization, domestic fraternals. Any 2 or more domestic fraternals may merge or consolidate under the provisions of
subs. (3) and
(4).
614.73(2)
(2) Authorization, domestic and nondomestic fraternals. Any 2 or more domestic and nondomestic fraternals may merge or consolidate under the provisions of
sub. (5).
614.73(3)
(3) Procedure for domestic fraternals. The supreme governing body of each domestic fraternal proposing to merge or consolidate shall:
614.73(3)(a)
(a) At least 60 days prior to the proposed action submit the text of the proposed contract to its members in the manner provided by
s. 614.29 (4);
614.73(3)(b)
(b) Approve the proposed consolidation or merger by a two-thirds vote; and
614.73(3)(c)
(c) File with the commissioner a certified copy of the written contract containing in full the terms and conditions of the consolidation or merger, a sworn statement by the president and secretary or corresponding officers of each fraternal showing the financial condition of each on a date to be fixed by the commissioner but no earlier than the December 31 of the year preceding the proposed contract, and evidence of compliance with
pars. (a) and
(b).
614.73(4)
(4) Issuance of certificate by commissioner. The commissioner shall issue a certificate approving the merger or consolidation, upon a finding that:
614.73(4)(a)
(a) The contract conforms to the provisions of this chapter;
614.73(4)(b)
(b) The parties to the proposed contract have complied with the provisions of
sub. (3); and
614.73(4)(c)
(c) The proposed contract is just and equitable to the members of each fraternal.
614.73(5)
(5) Procedure for nondomestic fraternals. Where a nondomestic fraternal is a party to the proposed contract, the parties shall follow the procedure for domestic fraternals under
subs. (3) and
(4), but the commissioner may not issue a certificate of compliance until the parties file a certificate that the proposed contract has been approved in the manner provided by the laws of the jurisdiction under which the fraternal is incorporated, or, if such laws contain no procedure for approval, that the proposed contract has been approved by the commissioner of insurance for that jurisdiction.
614.73(6)
(6) Effective date. The merger or consolidation is effective when the commissioner issues a certificate of approval.
614.73(7)
(7) Effect of consolidation or merger. When the merger or consolidation is effective, the surviving or new fraternal shall have all the assets and be liable for all of the obligations of each of the participating fraternals.
614.73 History
History: 1975 c. 373,
421;
1979 c. 102.
614.74
614.74
Voluntary dissolution of solvent domestic fraternals. 614.74(1)(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. 181.1401 to
181.1407. Upon disapproval, the commissioner shall petition the court for liquidation under
s. 645.41 (10).
614.74(2)
(2) Conversion to involuntary liquidation. The fraternal may at any time during the liquidation under
ss. 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).
614.74(3)
(3) Revocation of voluntary dissolution. If the fraternal revokes the voluntary dissolution proceedings under
s. 181.1404, a copy of the revocation of voluntary dissolution proceedings shall be filed with the commissioner.
614.76
614.76
Voluntary conversion of fraternals to mutuals. A domestic fraternal may be converted into a mutual, as follows:
614.76(1)
(1) Action by board or supreme governing body. The board or the supreme governing body shall adopt a plan of conversion stating:
614.76(1)(a)
(a) The reasons for and the purposes of the proposed action;
614.76(1)(b)
(b) The proposed terms, conditions and procedures and the estimated expenses of implementing the conversion;
614.76(2)
(2) Disagreement. If the board and the supreme governing body disagree on the conversion plan, the decision of the latter shall govern.
614.76(3)
(3) Approval by commissioner. The plan shall be filed with the commissioner for approval, together with so much of the information under
s. 611.13 (2) as the commissioner reasonably requires. The commissioner shall approve the plan unless finding, after a hearing, that it would be contrary to the law, that the new mutual would not satisfy the requirements for a certificate of authority under
s. 611.20 or that the plan would be contrary to the interests of members or the public.
614.76(4)
(4) Approval by members. After being approved by the commissioner, the plan shall be submitted for approval to the persons who were voting members on the date of the commissioner's approval under
sub. (3). At least a majority of the votes cast must be in favor of the plan, or a larger number if required by the laws of the fraternal.
614.76(5)
(5) Officers and directors. The officers and directors of the fraternal shall be the initial officers and directors of the mutual.
614.76(6)
(6) Report to commissioner. A copy of the resolution adopted under
sub. (4) shall be filed with the commissioner, stating the number of members entitled to vote, the number voting, the method of voting and the number of votes cast in favor of the plan, stating separately the mail votes and the votes cast in person.
614.76(7)
(7) Certificate of authority. If the requirements of the law are met, the commissioner shall issue a certificate of authority to the new mutual. Thereupon the fraternal shall cease its legal existence and the corporate existence of the new mutual shall begin, but it shall be deemed to have been incorporated as of the date the converted fraternal was incorporated. The new mutual shall have all the assets and be liable for all of the obligations of the converted fraternal. The commissioner may grant a period not exceeding one year for adjustment to the requirements of
ch. 611, specifying the extent to which particular provisions of
ch. 611 shall not apply.
614.76(8)
(8) Expenses. The corporation may not pay compensation of any kind to existing personnel, in connection with the proposed conversion, other than regular salaries. With the commissioner's approval, payment may be made at reasonable rates for printing costs and for legal and other professional fees for services actually rendered. All expenses of the conversion, including the expenses incurred by the commissioner and the prorated salaries of any insurance office staff members involved, shall be borne by the corporation being converted.
614.76 History
History: 1975 c. 373,
421.
614.77
614.77
Rehabilitation or involuntary conversion. If the commissioner believes that a fraternal does not satisfy the requirements of this chapter, the commissioner shall call a hearing and upon a finding that the fraternal does not satisfy the requirements, the commissioner shall petition for rehabilitation under
s. 645.31, for the purpose of rehabilitating the fraternal or, if that is not possible, of converting the fraternal to a mutual.
614.77 History
History: 1975 c. 373,
421.
MISCELLANEOUS PROVISIONS
614.80
614.80
Tax exemption. Every domestic and nondomestic fraternal, except those that offer a health maintenance organization as defined in
s. 609.01 (2) or a limited service health organization as defined in
s. 609.01 (3) is exempt from all state, county, district, municipal and school taxes or fees, except the fees required by
s. 601.31 (2), but is required to pay all taxes and special assessments on its real estate and office equipment, except as provided in
ss. 70.11 (4) and
70.1105 (1).
614.82
614.82
Fraternal expenditures and activities. 614.82(1)(1)
Reports. Every fraternal shall report to the commissioner such information as the commissioner requires concerning expenditures made by the fraternal and other activities and programs of the fraternal or its members in fulfillment of the purposes of
s. 614.01 (1) (a) 2. b. or in maintaining its fraternal character.
614.82(2)
(2) Institutions for carrying out fraternal activities. A fraternal may create, maintain and operate social, intellectual, educational, charitable, benevolent, moral, fraternal, patriotic or religious institutions for the benefit of its members or their families or dependents or for children insured by the fraternal. For that purpose, it may own, hold or lease real or personal property within or outside of this state. No funeral or undertaking establishment may be owned or operated by the fraternal. All such property shall be reported in the annual statement or an appendix thereto but shall be given only nominal value in the statement. No profit may be made on such institutions, but the income and expenditures shall be reported separately in or as an appendix to the annual statement. Any such institution may be separately incorporated under
ch. 181 and ownership of its stock shall be reported at nominal value.
614.82 History
History: 1975 c. 373,
421;
1983 a. 189 s.
329 (25).
614.94 History
History: 1975 c. 373;
1979 c. 102.
614.96
614.96
Exemption of fraternal benefits. No money or other benefit, charity, relief or aid to be paid, provided or rendered by any domestic or nondomestic fraternal is liable to attachment, garnishment or other process, or to be seized, taken, appropriated or applied by any legal or equitable process or operation of law to pay any debt or liability of a member or beneficiary, or any other person who may have a right thereunder, either before or after payment by the fraternal.
614.96 History
History: 1975 c. 373.
614.96 Cross-reference
Cross-reference: See also s.
Ins 1.02, Wis. adm. code.
