reglab/statecodes huggingface dataset:
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.40 - Shareholders' meetings.

611.40
Shareholders' meetings.
(1)
Meetings, notices, quorums and voting. Sections 180.0701 to 180.0703, 180.0705, 180.0709, 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.
(2)
Record date and voting lists. Sections 180.0707 and 180.0720 apply to stock corporations.
(3)
Voting trust. Sections 180.0730 and 180.0731 apply to stock corporations.
History:  1971 c. 260, 307; 1973 c. 184; 1989 a. 303; 1997 a. 35; 2021 a. 114.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.41 - Communications to shareholders or policyholders and commissioner's attendance at meetings.

611.41
Communications to shareholders or policyholders and commissioner's attendance at meetings.
(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.
(2)
Attendance at meetings. The commissioner has the right to attend any shareholders' or policyholders' meeting.
(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.
History:  1971 c. 260; 1979 c. 102 s. 236 (21).
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.426 - Remote participation in policyholder meetings.

611.426
Remote participation in policyholder meetings.
(1)
If authorized by the board of directors in its sole discretion, and subject to sub. (2) and any guidelines and procedures adopted by the board of directors, policyholders and proxies of policyholders not physically present at a meeting of policyholders may participate in the meeting by means of remote communication.
(2)
If policyholders and proxies of policyholders participate in a meeting of policyholders by means of remote communication, the participating policyholders and proxies of policyholders shall be considered to be present in person and permitted to vote at the meeting, whether the meeting is held at a designated place or solely by means of remote communication, if all of the following apply:
(a)
The mutual has implemented reasonable measures to verify that each person considered to be present and permitted to vote at the meeting by means of remote communication is a policyholder or proxy of a policyholder.
(b)
The mutual has implemented reasonable measures to provide policyholders and proxies of policyholders a reasonable opportunity to participate in the meeting and to vote on matters submitted to the policyholders, including an opportunity to read or hear the proceedings of the meeting concurrently with the proceedings.
(c)
The mutual maintains a record of voting and other actions by any policyholder or proxy of a policyholder that votes or takes another action at the meeting by means of remote communication.
History:  2021 a. 114.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.43 - Annual report to mutual policyholders.

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.
History:  1971 c. 260.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.52 - Election and removal of directors and officers of stock corporations.

611.52
Election and removal of directors and officers of stock corporations.
(1)
Resignation and removal of officers. Sections 180.0843 and 180.0844 apply to stock corporations.
(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.
(3)
Resignation and removal of directors. Sections 180.0807 to 180.0810 apply to stock corporations.
History:  1971 c. 260; 1973 c. 184; 1979 c. 102; 1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.53 - Selection and removal of directors and officers of mutuals.

611.53
Selection and removal of directors and officers of mutuals.
(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.
(2)
Election of directors. Directors not to be chosen under sub. (1) shall be elected by the policyholders.
(3)
Resignation, vacancies and removal of directors. Subject to subs. (1) and (2), ss. 181.0807 and 181.0811 apply to a mutual. 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.
(4)
Resignation, vacancies and removal of officers. Sections 181.0843 and 181.0844 apply to a mutual.
History:  1971 c. 260; 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.54 - Supervision of management changes.

611.54
Supervision of management changes.
(1)
Report of selection.
(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.
(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.
(2)
Report of removal. Whenever a director or principal officer of a corporation is removed under s. 180.0843 (2), 181.0843 (2) or 611.53 (3), the removal shall be reported to the commissioner immediately together with a statement of the reasons for the removal.
(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 willfully 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.
History:  1971 c. 260; 1979 c. 89, 102; 1989 a. 303; 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.57 - Interlocking directorates and other relationships.

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.
History:  1971 c. 260; 1973 c. 128.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.60 - Transactions in which directors and others are interested.

611.60
Transactions in which directors and others are interested.
(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:
(a)
The transaction at the time it is entered into is reasonable and fair to the interests of the corporation; and
(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
(c)
The transaction has been reported to the commissioner immediately after such approval.
(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.
(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).
(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.
History:  1971 c. 260; 1979 c. 102 s. 236 (21).
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.61 - Transactions of insurers with affiliates.

611.61
Transactions of insurers with affiliates.
(1)
Restricted transactions. No transaction may be entered into between an insurer authorized to do business in this state and any affiliate unless:
(a)
The transaction at the time it is entered into is reasonable and fair to the interests of the insurer;
(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
(c)
If the transaction is a reinsurance transaction, it is reported to the commissioner immediately if the insurer is a domestic corporation.
(2)
Voidability. Transactions entered into by domestic corporations in violation of sub. (1) are voidable by the corporation.
History:  1971 c. 260; 1979 c. 102.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.62 - Directors' and officers' liability and indemnification.

611.62
Directors' and officers' liability and indemnification.
(1)
Liability. Sections 180.0826 to 180.0828, 180.0832 and 180.0833 apply to stock corporations and ss. 181.0850 to 181.0855, except s. 181.0855 (2) (c), apply to mutuals.
(2)
Indemnification. Sections 180.0850 to 180.0856, 180.0858 and 180.0859 apply to stock corporations and ss. 181.0871 to 181.0881 and 181.0889 apply to mutuals but no indemnification may be made until at least 30 days after notice to the commissioner, containing full details about the proposed indemnification.
(3)
Insurance. Section 180.0857 applies to stock corporations and s. 181.0883 applies to mutuals.
(4)
Derivative actions. Sections 180.0740 to 180.0747 and 180.1708 (3m) apply to stock corporations and ss. 181.0740 to 181.0747 apply to mutuals.
History:  1971 c. 260, 307; 1973 c. 128; 1979 c. 102; 1987 a. 13; 1989 a. 303; 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.63 - Executive compensation.

611.63
Executive compensation.
(1)
General power. Subject to this section, ss. 180.0302 (11), (12) and (16) and 180.0811 apply to stock corporations and s. 181.0302 (11) to (14) applies to mutuals.
(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.
(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.
(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.
(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:
(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
(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.
(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.
History:  1971 c. 260; 1973 c. 128; 1979 c. 102 s. 236 (13), (20); 1989 a. 303; 1997 a. 79; 2015 a. 90.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.66 - Exclusive agency contracts.

611.66
Exclusive agency contracts.
(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.
(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.
History:  1971 c. 260.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.67 - Management contract services.

611.67
Management contract services.
(1)
In this section:
(a)
“Health maintenance organization" has the meaning given under s. 609.01 (2).
(b)
“Limited service health organization" has the meaning given under s. 609.01 (3).
(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.
(d)
“Preferred provider plan" has the meaning given under s. 609.01 (4).
(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.
(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).
(4)
(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.
(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).
History:  1985 a. 29.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.69 - Dividends and other distributions.

611.69
Dividends and other distributions.
(1)
Distributions. Subject to the requirements of ss. 617.22 and 617.225, a stock corporation may make distributions under ss. 180.0623, 180.0640 and 180.1708 (2).
(2)
Unclaimed dividends and distributions. Chapter 177 applies to stock corporations.
History:  1971 c. 260; 1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.74 - Voluntary dissolution of domestic insurance corporations.

611.74
Voluntary dissolution of domestic insurance corporations.
(1)
Plan of dissolution. At least 60 days prior to the submission to shareholders or policyholders of any proposed voluntary dissolution of an insurance corporation under s. 180.1402 or 181.1401 the plan shall be filed with the commissioner. The commissioner may require the submission of additional information to establish the financial condition of the corporation or other facts relevant to the proposed dissolution. If the shareholders or policyholders 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, after a hearing, the commissioner finds that it is insolvent or may become insolvent in the process of dissolution. Subject to chs. 600 to 645, upon approval, the corporation may dissolve under ss. 180.1402 to 180.1408 and 180.1706, or ss. 181.1401 to 181.1407, except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner. Upon disapproval, the commissioner shall petition the court for liquidation or for rehabilitation under ch. 645.
(2)
Conversion to involuntary liquidation. The corporation may at any time during the liquidation under ss. 180.1402 to 180.1408 or 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).
(3)
Revocation of voluntary dissolution. If the corporation revokes the voluntary dissolution proceedings under ss. 180.1404 and 180.1706 or under s. 181.1404, a copy of the articles of revocation of dissolution prepared under s. 180.1404 or 181.1404 shall be filed with the commissioner.
(4)
Distribution of assets of a mutual. No distribution may be made to policyholders in excess of the amounts to which they are entitled under s. 645.72 (4). Any excess over such amounts shall be paid into the state treasury to the credit of the common school fund.
History:  1971 c. 260; 1973 c. 184; 1977 c. 203; 1979 c. 102; 1979 c. 109 s. 16; 1989 a. 303; 1991 a. 32; 1995 a. 27; 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.77 - Conversion of assessable to nonassessable and nonassessable to assessable mutuals.

611.77
Conversion of assessable to nonassessable and nonassessable to assessable mutuals.
(1)
Assessable to nonassessable. Whenever an assessable mutual accumulates enough surplus to satisfy the financial requirements for the operation of a nonassessable mutual under like conditions, it may apply for a certificate of authority authorizing it to sell nonassessable policies. The commissioner shall issue a certificate of authority designating it a nonassessable mutual if he or she finds that the applicant satisfies the requirements of the law and that the issuance of nonassessable policies will not endanger the interests of its insureds or the public. Policies issued thereafter shall be nonassessable; existing policies shall continue in effect and shall also become nonassessable.
(2)
Nonassessable to assessable. A nonassessable mutual may apply to the commissioner for a certificate of authority designating it an assessable mutual. The commissioner shall issue the certificate if the law permits such a corporation to issue assessable policies and if he or she finds that the conversion will not endanger the interests of present or future insureds or of the public. All policies issued after conversion shall be assessable, and all policies in effect on the date of conversion shall be assessable except to the extent that there is a contract right then existing not to be assessed.
History:  1971 c. 260; 1979 c. 102 s. 236 (5).
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.785 - Dissenters' rights.

611.785
Dissenters' rights.
Sections 180.1301 to 180.1331 apply to stock corporations, except as provided in s. 611.71 (5) (b) with respect to a shareholder's right to dissent from a share exchange consummated under s. 611.71.
History:  1989 a. 303.
2023 Wisconsin Statutes & Annotations › Chapter 611 - Domestic stock and mutual insurance corporations. › 611.79 - Conversion of a domestic mutual life insurance company into a fraternal.

611.79
Conversion of a domestic mutual life insurance company into a fraternal.
A domestic mutual life insurance company may be converted into a fraternal under ch. 614, as follows:
(1)
Conversion plan. The board of directors of the company shall adopt a plan of conversion stating:
(a)
The reasons for and the purposes of the proposed action;
(b)
The proposed articles and bylaws for the new fraternal; and
(c)
The proposed procedure and estimated expenses for implementing the conversion.
(2)
Approval by commissioner. The plan shall be filed with the commissioner for approval, together with so much of the information under s. 614.13 (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 fraternal would not satisfy the requirements for a certificate of authority under s. 611.20 as incorporated by s. 614.20, or that the plan would be contrary to the interests of policyholders or the public.
(3)
Approval by members. After being approved by the commissioner, the plan shall be submitted to the policyholders for their approval.
(4)
Report to commissioner. A copy of the resolution adopted by the members shall be filed with the commissioner, indicating the number of policyholders voting, the method of voting and the number of votes cast in favor of the plan.
(5)
Certificate of authority. If all requirements of the law are met, the commissioner shall issue a certificate of authority for the new fraternal. Thereupon the mutual shall cease its legal existence and the corporate existence of the new fraternal shall begin, but it shall be deemed to have been incorporated as of the date the converted mutual was incorporated. The new fraternal shall have all the assets and be liable for all of the obligations of the converted mutual. The commissioner may grant a period not exceeding one year for adjustment to the requirements of ch. 614, specifying the extent to which particular provisions of ch. 614 do not apply.
History:  1975 c. 373, 421.
Legislative Council Note, 1975: This provision is not likely to be used often but it is desirable in order to enlarge the options open to legitimate organizations. If members of a mutual wish to accept the additional restrictions imposed by fraternal law in return for its benefits, they should be free to do so. [Bill 643-S]
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.01 - Purposes, scope, interpretation and definitions.

612.01
Purposes, scope, interpretation and definitions.
(1)
Purposes. The purposes of this chapter are:
(a)
To preserve and encourage cooperative low-cost insurance;
(b)
To establish a framework in which mutuality in its true sense can be preserved, and small mutual corporations can be kept viable;
(c)
To preserve and strengthen the interest of the members in and their control of town mutuals;
(d)
To enable town mutuals to satisfy as many of the essential insurance needs of their members as is consistent with the other objectives of chs. 600 to 646; and
(e)
To provide financial guaranties sufficient to ensure the solidity of town mutuals, and to encourage them to maintain adequate surpluses.
(2)
Scope. Except as otherwise provided, this chapter applies to all corporations organized under this chapter.
(3)
Interpretation. Whenever a section of ch. 611 is applied to town mutuals by this chapter, the portion to be applied is that portion applicable to a mutual under ch. 611.
(4)
Applicable definitions. The definitions in ss. 181.0103 (3) and (18), 600.03 and 610.01 (1), (2) and (4) apply to town mutuals.
History:  1973 c. 22; 1977 c. 339; 1979 c. 89, 102, 177; 1983 a. 189 s. 329 (22); 1983 a. 215; 1985 a. 189; 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.03 - General powers and effect of unauthorized corporate acts.

612.03
General powers and effect of unauthorized corporate acts.
Sections 181.0302 (intro.), (1) to (8), (11) to (13), (18) and (19) and 181.0304 apply to town mutuals, except that references to “attorney general" shall be read as “commissioner". Section 181.0302 (7) is subject to s. 612.35.
History:  1973 c. 22; 1979 c. 110; 1983 a. 192; 1987 a. 13; 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.04 - Amendments of articles, bylaws and business plan.

612.04
Amendments of articles, bylaws and business plan.
(1)
Right to amend articles and make and amend bylaws. Sections 181.0207 and 181.1001 apply to town mutuals. A town mutual may make and amend bylaws as provided by the articles or, in the absence of any such provision, in the same manner as the articles may be made or amended.
(2)
Approval required. No change in the articles or bylaws or in the business plan is effective until approved by the commissioner, nor may a town mutual depart from its business plan except with the commissioner's approval. No change may be made inconsistent with s. 612.02 (2). Section 181.1008 applies to town mutuals.
(3)
Grounds for disapproval. The commissioner shall approve the change unless he or she finds, after a hearing, that it would be:
(a)
Contrary to law; or
(b)
Inconsistent with the interests of the members or of the public.
History:  1973 c. 22; 1977 c. 203; 1979 c. 102 ss. 115, 236 (5); 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.10 - Membership.

612.10
Membership.
(1)
Creation and duration of membership. Each policyholder is a member of the town mutual and has all the rights and duties of a member during the time his or her policy is in effect. The articles or bylaws may establish rules determining which of multiple policyholders on the same policy shall exercise voting rights or how such multiple policyholders may divide voting rights among them.
(2)
Mortgagee not a member. A person having rights merely by reason of a mortgagee clause included in or attached to a policy does not thereby become a member.
History:  1973 c. 22; 1979 c. 102 s. 236 (13).
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.11 - Meetings of members.

612.11
Meetings of members.
(1)
Place of meetings. All meetings of members shall be held within the territorial limits of the town mutual, except under s. 612.21 (4).
(2)
Notice of meeting.
(a)
Annual meeting. Notice of the time and place of the annual meeting shall be given to each member by printing it conspicuously on each policy or in any other reasonable manner that the commissioner approves. A change in time or place may be made by the board of directors by giving notice at least 10 days prior to the original date and 30 days prior to the new date.
(b)
Special meetings. Notice of special meetings shall be given to members at least 30 days prior to the date of the meeting, and shall state the proposed business to be brought before the meeting.
(3)
Commissioner's right to attend. The commissioner may attend any meeting of members.
History:  1973 c. 22; 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.12 - Voting rights of members.

612.12
Voting rights of members.
(1)
Matters subject to vote. Members of town mutuals shall have the right to vote on the following matters:
(a)
Election of directors;
(b)
Amendment of articles;
(c)
Merger, transfer of business under s. 612.24, conversion and voluntary dissolution;
(d)
Any decision by the town mutual to transact insurance for which reinsurance is required under s. 612.33 (2), unless such insurance is totally reinsured; and
(e)
Other matters specified in the articles or bylaws.
(2)
Special notices and majorities. No resolution on any of the matters specified in sub. (1) (c) or (d) is effective unless notice of the matter has been given as required for a special meeting under s. 612.11 (2) (b); nor unless it is approved by at least 25 members and by two-thirds of the members voting on the resolution.
(3)
Nominating procedures. The articles or bylaws may provide for nominating committees, and for their procedures. Nominations from the floor may not be excluded.
(4)
Voting procedures.
(a)
Allocation of votes. Except under s. 612.10 (1), each member is entitled to one vote. No person may have more than one vote regardless of the number of policies issued to that person.
(b)
Proxies. No member may vote by proxy.
(c)
Mail voting. The articles or bylaws may provide that votes may be cast by mail, and may prescribe the voting procedure. If voting by mail is authorized, a ballot shall be sent to each member at least 30 days before the meeting at which the decision is to be made, setting out the exact question to be voted upon. A vote signed by a member and delivered before the meeting in accordance with the prescribed voting procedure is equivalent to a vote at the meeting. No question on which there is voting by mail may be amended in any way at the meeting.
History:  1973 c. 22; 1991 a. 316; 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.13 - Directors and officers.

612.13
Directors and officers.
(1)
Number and classification. Town mutuals shall have at least 5 directors divided into 3 classes as nearly equal in size as possible.
(1m)
Inside directors.
(a)
Beginning 2 years after April 30, 2004, all of the following apply:
1.
If a town mutual has fewer than 9 directors, no more than one director may be an employee or representative of the town mutual.
2.
Employees and representatives of a town mutual may not constitute a majority of its board.
(b)
Notwithstanding par. (a), the commissioner may allow a town mutual an extension of up to one year to come into compliance with the requirements under par. (a).
(2)
Election. At each annual meeting one class of directors shall be elected by and from among the members for a term of 3 years.
(3)
Duties. The board shall direct the business and affairs of the corporation and shall not delegate its power or responsibility to any person except as specifically provided otherwise in this chapter.
(4)
Adjustment committee. The directors may annually appoint from their own number an adjustment committee of at least 3 persons, to adjust or supervise the adjustment of losses under s. 612.53. If no adjustment committee is appointed, the entire board shall act as the adjustment committee to adjust or supervise the adjustment of losses under s. 612.53.
(5)
Directors' liability and indemnification. Directors who willfully neglect or refuse for 30 days to perform their duties under s. 612.54 shall be jointly and severally liable to any person sustaining loss by their nonfeasance. Section 611.62 applies to town mutuals.
(6)
Removal.
(a)
Directors. 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. The vote of two-thirds of the members of the town mutual present at a meeting called for the purpose may remove a director from office with or without cause.
(b)
Officers. Sections 181.0843 and 181.0844 apply to town mutuals.
History:  1973 c. 22; 1997 a. 79; 2003 a. 261; 2015 a. 90.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.14 - Reports.

612.14
Reports.
An officer or person designated by an officer of the company shall present to the annual meeting written reports showing the condition of the town mutual on the previous December 31 and its activity during the preceding calendar year, including any information required to be presented by the articles or bylaws or by the commissioner. The officer or person designated by an officer shall include in the reports a sufficient level of information to reasonably inform members about the financial condition of the town mutual.
History:  1973 c. 22; 2015 a. 90.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.15 - Supervision of management changes.

612.15
Supervision of management changes.
(1)
Elections.
(a)
Report. The name and residence of each person selected as a director or officer of a town mutual, and such pertinent biographical data and financial information as the commissioner may reasonably require by rule, shall be reported to the commissioner immediately after the selection.
(b)
Disapproval. The commissioner, after a hearing called within 30 days after receipt of a report under par. (a), may disapprove any person selected who for any reason is unqualified to serve, who is not trustworthy or who lacks the competence and experience necessary to discharge his or her responsibilities.
(2)
Report of removal. Whenever the board or a member's meeting removes a director or officer under s. 612.13 (6) or otherwise before the expiration of his or her term, the board shall promptly report to the commissioner the removal and a statement of the reasons therefor.
(3)
Removal by commissioner. If the commissioner finds, after a hearing, that a director or officer is for any reason unqualified to serve, is incompetent or untrustworthy, or has willfully violated chs. 600 to 646, a rule promulgated under s. 601.41 (3) or an order issued under s. 601.41 (4), and that thereby the interests of members or of the public are endangered, the commissioner shall by order remove the director or officer.
(4)
Changes of place of office. If the articles designate the residence or business address of a specified corporate officer as the place of the principal office of the town mutual, any change of such address shall be reported promptly to the commissioner.
History:  1973 c. 22; 1979 c. 89; 1979 c. 102 s. 236 (13); 1991 a. 316.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.18 - Transactions with affiliates and in which directors and others are interested.

612.18
Transactions with affiliates and in which directors and others are interested.
Sections 611.60 and 611.61 apply to town mutuals.
History:  1973 c. 22; 1979 c. 102.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.21 - Merger of town mutuals.

612.21
Merger of town mutuals.
(1)
Conditions for merger. Two or more town mutuals authorized to operate in all or part of the same or in contiguous territories not exceeding 16 counties altogether may merge into one of the constituent town mutuals, or into a new town mutual, under the procedure provided in this section.
(2)
Plan of merger. The board of each participating town mutual shall adopt the same plan of merger by resolution stating:
(a)
The reasons for and the purposes of the proposed action;
(b)
The proposed terms, conditions and procedures for and estimated expenses of implementing the merger;
(c)
The proposed name of the surviving or new town mutual and the location of its principal office; and
(d)
The proposed articles and bylaws for the surviving or new town mutual.
(3)
Approval by commissioner. Each of the participating town mutuals shall file with the commissioner for approval a copy of the resolution and any explanatory statement proposed to be issued to the members, together with so much of the information under s. 612.02 (4) for the surviving or new town mutual as the commissioner reasonably requires. The commissioner shall approve the plan unless he or she finds, after a hearing, that it would be contrary to the law, or that the surviving or new town mutual would not satisfy the requirements for a certificate of authority under s. 612.02 (6), or that the plan would be contrary to the interests of insureds or of the public.
(4)
Approval by members. After being approved by the commissioner under sub. (3), the plan shall be submitted for approval to the members of each participating town mutual in a special joint meeting to be held within the territorial limits of one of the participating town mutuals. The members of each town mutual shall vote separately.
(6)
Reports to commissioner. Each participating town mutual shall file with the commissioner a copy of the resolution adopted under sub. (4), stating the number of members entitled to vote, the number of members voting and the number of votes cast in favor of the plan, stating separately in each case the mail votes and the votes cast in person.
(7)
Certificate of authority. If the requirements of the law are met, the commissioner shall issue a certificate of authority to the surviving town mutual. Thereupon the nonsurviving town mutuals shall cease their legal existence. The surviving town mutual shall have all the assets and be liable for all of the obligations of each of the participating town mutuals.
History:  1973 c. 22; 1979 c. 102; 1985 a. 189; 1991 a. 316; 1997 a. 79.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.22 - Merger of town mutuals and mutual insurance corporations.

612.22
Merger of town mutuals and mutual insurance corporations.
(1)
Conditions for merger. One or more town mutuals may merge with a single domestic mutual under ch. 611. If the domestic mutual is nonassessable, the surviving corporation shall be a mutual under ch. 611. If the domestic mutual is assessable, the surviving corporation may be either a mutual under ch. 611 or a town mutual under this chapter.
(2)
Plan of merger. The board of each participating corporation shall adopt the same plan of merger under s. 181.1102 (1), by resolution containing all of the items described in s. 181.1102 (1) (a) to (f), and s. 181.1102 shall apply.
(3)
Approval by commissioner.
(a)
Each of the participating corporations shall file with the commissioner for approval a copy of the resolution and any explanatory material proposed to be issued to the members who have the right to vote on the merger under sub. (4), together with so much of the information under s. 611.13 (2) or 612.02 (4), whichever is appropriate, for the surviving or new corporation as the commissioner reasonably requires. The commissioner shall approve the plan unless he or she finds, after a hearing, that it would be contrary to the law, or that the surviving or new corporation would not satisfy the requirements for a certificate of authority under s. 611.20 or 612.02 (6), whichever is appropriate, or that the plan would be contrary to the interest of insureds or of the public.
(b)
If the surviving corporation will be a town mutual, the plan filed with the commissioner under par. (a) shall include a time schedule for bringing the surviving corporation into compliance with this chapter. The commissioner may approve a reasonable time schedule that does not exceed 3 years.
(4)
Approval by members of the mutuals. After being approved by the commissioner under sub. (3), the plan shall be submitted for approval to the members of the participating town mutual or mutuals and to the members of the participating domestic mutual if the domestic mutual is assessable. The members of each participating mutual who have the right to vote on the merger shall vote separately.
(6)
Reports to commissioner. Each participating mutual, the members of which have the right to vote under sub. (4), shall file with the commissioner a copy of the resolution adopted under sub. (4), stating the number of members entitled to vote, the number of members voting, and the number of votes cast in favor of the plan, stating separately in each case the mail votes and the votes cast in person.
(7)
Certificate of authority. If the requirements of the law are met, the commissioner shall issue a certificate of authority to the surviving mutual. Thereupon the nonsurviving corporations shall cease their legal existence. The surviving mutual shall have all the assets and be liable for all of the obligations of each of the participating corporations.
History:  1973 c. 22; 1979 c. 102; 1991 a. 316; 1997 a. 79; 2003 a. 261; 2009 a. 342; 2021 a. 258.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.23 - Conversion of town mutuals into mutual insurance corporations.

612.23
Conversion of town mutuals into mutual insurance corporations.
One or more town mutuals may be converted into a single mutual insurance corporation under ch. 611, as follows:
(1)
Conversion plan. The board of each participating town mutual shall adopt the same plan of conversion by resolution stating:
(a)
The reasons for and the purposes of the proposed action;
(b)
The proposed terms, conditions and procedures for and estimated expenses of implementing the conversion;
(c)
The proposed name of the corporation; and
(d)
The proposed articles and bylaws.
(2)
Approval by commissioner. The town mutuals shall file with the commissioner for approval the plan together with so much of the information under s. 611.13 (2) as the commissioner reasonably requires. The commissioner shall approve the plan unless the commissioner finds, 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 insureds or of the public.
(3)
Approval by members. After being approved by the commissioner, the plan shall be submitted to the members of each town mutual for their approval.
(4)
Election of directors. A plan of conversion shall contain a provision for prompt election of directors if the plan goes into effect. If the plan is approved by the members of each town mutual, directors shall be elected promptly.
(5)
Reports to commissioner. Each town mutual shall file with the commissioner a copy of the resolution adopted under sub. (3), stating the number of members entitled to vote, the number of members voting and the number of votes cast in favor of the plan, stating separately in each case the mail votes and the votes cast in person. Any election of directors under sub. (4) shall also be reported to the commissioner.
(6)
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 nonsurviving town mutuals shall cease their legal existence, the corporate existence of any new mutual shall begin, and the directors elected under sub. (4) shall take office. The new mutual shall have all the assets and be liable for all of the obligations of each of the participating town mutuals. 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.
History:  1973 c. 22; 1979 c. 102.
2023 Wisconsin Statutes & Annotations › Chapter 612 - Town mutuals. › 612.24 - Transfer of business.

612.24
Transfer of business.
(1)
Approval by members. No action by which a town mutual proposes to transfer to another person or to reinsure any part of its insurance business, other than in the normal and usual course of business, or to sell, lease, exchange, mortgage, pledge or otherwise dispose of all or substantially all of its assets, is effective unless approved by the members.
(2)
Report to commissioner. The town mutual shall file with the commissioner a copy of any resolution under sub. (1) not less than 30 days in advance of the date of the action proposed to be taken under the resolution, with a statement of the number of members entitled to vote, the number of members voting and the number voting to approve the transfer, stating separately mail votes and votes cast in person. The commissioner may defer the effective date for an additional period not exceeding 30 days by written notice to the town mutual before the expiration of the initial 30-day period.
(3)
Disapproval. The commissioner may, within the 30-day period or its extension, prohibit the proposed action if it is contrary to law or to the interests of insureds or the public or if it will make possible the circumvention of any of the requirements of chs. 600 to 646. The commissioner shall prohibit a transfer of all or substantially all of the business unless it is accompanied by a plan for voluntary dissolution under s. 612.25.
History:  1973 c. 22; 1977 c. 203 s. 103; 1979 c. 89.