611.42 Mutual policyholders’ voting rights. (1) GENmatter or matters for which the meeting is called. ERAL. Subject to this section and s. 611.53, ss. 181.0701 (1), (2), (d) Adjourned meetings. Unless the bylaws require otherwise, and (4) to (6), 181.0702 (1) to (3) and (5), 181.0722 (1) to (3), if an annual, regular, or special meeting of policyholders is ad181.0723, and 181.0727 apply to mutuals. (1b) PLACE OF MEETINGS. (a) A mutual may hold an annual, journed to a different date, time, or place or will be held by a new regular, or special meeting of policyholders in or outside this means of remote communication, notice need not be given of the state at the place stated in or fixed in accordance with the bylaws. new date, time, place, or means of remote communication if the If no place is stated in or fixed in accordance with the bylaws, the new date, time, place, or means of remote communication is announced at the meeting before adjournment. If a new record date mutual shall hold the annual meeting at its principal office. for the adjourned meeting is or must be fixed under s. 181.0707, (b) Notwithstanding par. (a), a mutual’s bylaws may authorize notice of the adjourned meeting must be given under this subsecthe board of directors, in its sole discretion, to determine that an tion to the policyholders of record as of the new record date. annual, regular, or special meeting of policyholders may be held (1m) RECORD DATE. Section 181.0707 applies to mutuals. solely by means of remote communication as authorized under s. (2) VOTING RIGHTS. (a) Mandatory voting rights. Policy611.426. holders in all mutuals have the right to vote on conversion, volun(1e) COURT-ORDERED MEETINGS. (a) The circuit court for the county where a mutual’s principal office is located, or, if the tary dissolution, amendment of the articles, and the election of all mutual does not have its principal office in this state, where its directors except public directors appointed under s. 611.53 (1). registered office is located, may, after notice and an opportunity Voting may be conducted by mail, by electronic means, or by any to be heard, order a meeting to be held on petition of a policy- other method or combination of methods prescribed by the artiholder of the mutual who meets any of the following conditions: cles or bylaws. Directors may be divided into classes, and in that case one class shall be elected at least every 4 years for terms not 1. The policyholder is entitled to participate in an annual exceeding 6 years. meeting and the annual meeting has not been held within 15 (b) Optional voting rights. The articles of any mutual may months after the mutual’s last annual meeting. give the policyholders additional voting rights. 2. The policyholder has signed a demand for a special meet(3) VOTING PROCEDURES. The articles or bylaws shall coning that meets the requirements of s. 181.0702 and the mutual has tain rules governing voting eligibility consistent with sub. (2) and failed to do any of the following: voting procedures. No amendment to the rules may be effective a. Give notice of the special meeting within 30 days after the until at least 30 days after it has been filed with the date that the demand was delivered to the mutual. commissioner. b. Hold the special meeting in accordance with the notice. (4) MEETINGS AND ELECTIONS. (a) The articles may provide (b) The court may fix the time and place of the meeting or de- for regular or special meetings of the policyholders, or elections termine that the meeting shall be held solely by means of remote in lieu of meetings. communication as provided under s. 611.426. The court shall re(b) Notice of the time and place of regular meetings or elecquire that the meeting be called and conducted in accordance tions shall be given to each policyholder by printing it conspicuwith the mutual’s articles of incorporation and bylaws, in so far as ously on each policy or in such other reasonable manner as the possible, except that the court may do all of the following: commissioner approves or requires. 1. Fix the quorum required for specific matters to be consid(5) REPRESENTATIVE ASSEMBLY. The articles may provide ered at the meeting or direct that the votes represented at the that representatives or delegates be selected by the policyholders meeting constitute a quorum for action on those matters. to represent specific geographical districts, or otherwise to repre2. Enter any other orders necessary to accomplish the pur- sent defined classes of policyholders, determined on a reasonable pose of the meeting. basis. After the representative assembly has been selected by the (1g) NOTICE OF MEETINGS. (a) When required. A mutual policyholders, the assembly may choose replacements for memshall give notice of meetings of policyholders as provided in its bers unable to complete their terms, if the articles so provide. bylaws or, if the bylaws are silent, in a manner that is fair and The vote of a representative shall be treated as the vote of the polreasonable. icyholders he or she represents. History: 1971 c. 260; 1979 c. 102 s. 236 (5); 1997 a. 79; 2013 a. 279; 2021 a. (b) In general. A notice that conforms to the requirements of par. (c) is fair and reasonable. Except for matters referred to in 114; 2025 a. 127. par. (c) 2., other means of giving notice may also be fair and rea- 611.425 Mutual policyholders’ proxy voting. (1) DEFIsonable when all of the circumstances are considered. Section NITION. In this section, “electronic transmission” means trans181.0141 applies to notices provided under this subsection. mission by the Internet, telephone, electronic mail, telegram, ca(c) Notice safe harbor. Notice is fair and reasonable if all of blegram, datagram, or any other form or process of communicathe following conditions exist: tion that does not directly involve the physical transfer of paper 1. The mutual notifies its policyholders of the date, time, and that is capable of retention, retrieval, and reproduction of inand, if applicable, place of each annual, regular, and special meet- formation by the recipient. 611.41
May 22, 2026, are designated by NOTES. (Published 5-22-26)
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Updated 23-24 Wis. Stats. DOMESTIC STOCK AND MUTUAL INSURANCE CORPORATIONS
(2) GENERALLY. (a) Unless the articles of incorporation or bylaws prohibit or limit proxy voting, a policyholder may appoint another person as proxy to vote or otherwise act for the policyholder at a meeting of policyholders or to express consent or dissent in writing to any corporate action without a meeting of policyholders. (b) A policyholder or the policyholder’s authorized officer, director, employee, agent, or attorney-in-fact may validly appoint a proxy by signing or causing the policyholder’s signature to be affixed to an appointment form by any reasonable means, including by facsimile signature. (c) To the extent authorized by the mutual’s bylaws, a policyholder or the policyholder’s authorized officer, director, employee, agent, or attorney-in-fact may validly appoint a proxy by transmitting or authorizing the transmission of an electronic transmission of the appointment to the person who will be appointed as proxy or to a proxy solicitation firm, proxy support service organization, or like agent authorized to receive the transmission by the person who will be appointed as proxy. Every electronic transmission shall contain, or be accompanied by, information that can be used to reasonably determine that the policyholder transmitted or authorized the transmission of the electronic transmission. Any person charged with determining whether a policyholder transmitted or authorized the transmission of the electronic transmission shall specify the information upon which the determination is made. (d) Any copy, facsimile telecommunication, or other reliable reproduction of the information in the appointment form under par. (b) or the electronic transmission under par. (c) may be substituted or used in lieu of the original appointment form or electronic transmission for any purpose for which the original appointment form or electronic transmission may be used, but only if the copy, facsimile telecommunication, or other reliable reproduction is a complete reproduction of the information in the original appointment form or electronic transmission. (3) WHEN EFFECTIVE. An appointment of a proxy is effective when a signed appointment form or, if authorized, an electronic transmission of the appointment is received by the inspector of election or the officer or agent of the mutual authorized to tabulate votes. An appointment is valid for 11 months unless a different period is expressly provided in the appointment. (4) REVOCABILITY. (a) An appointment of a proxy is revocable unless the appointment form or, if authorized, electronic transmission states that it is irrevocable. (b) The appointment of a proxy is revoked if the policyholder appointing the proxy does any of the following: 1. Attends any meeting and votes in person. 2. Signs and delivers to the secretary or other officer or agent authorized to tabulate proxy votes either a written statement that the appointment of the proxy is revoked or a subsequent appointment form. (5) EFFECT OF DEATH OR INCAPACITY. The death or incapacity of the policyholder appointing a proxy does not affect the right of the mutual to accept the proxy’s authority unless the secretary or other officer or agent of the mutual authorized to tabulate votes receives notice of the death or incapacity before the proxy exercises his or her authority under the appointment. (6) ACCEPTANCE BY MUTUAL. Subject to s. 181.0727 and to any express limitation on the proxy’s authority stated in the appointment form or, if authorized, electronic transmission, a mutual may accept the proxy’s vote or other action as that of the policyholder making the appointment. History: 2013 a. 279.