611.79 Conversion of a domestic mutual life insur(1m) SALE, LEASE, EXCHANGE OR MORTGAGE OF A MU- ance company into a fraternal. A domestic mutual life inTUAL’S ASSETS. (a) Except as modified by subs. (2) and (3), a surance company may be converted into a fraternal under ch. 614, sale, lease, exchange or other disposition of less than substan- as follows: tially all of the property and assets of a mutual, and the mortgage (1) CONVERSION PLAN. The board of directors of the comor pledge of any or all property and assets of a mutual, whether or pany shall adopt a plan of conversion stating: not made in the usual and regular course of its affairs, may be (a) The reasons for and the purposes of the proposed action; made upon the terms and conditions authorized by the mutual’s (b) The proposed articles and bylaws for the new fraternal; board of directors. Unless otherwise provided by the articles of and incorporation, consent of the members is not required for a sale, (c) The proposed procedure and estimated expenses for imlease, exchange or other disposition of property, or for a mortgage or pledge of property, authorized under this paragraph. plementing the conversion. (b) A sale, lease, exchange or other disposition of all or sub(2) APPROVAL BY COMMISSIONER. The plan shall be filed stantially all of the property and assets of a mutual may be made with the commissioner for approval, together with so much of the upon such terms and conditions as may be authorized in the fol- information under s. 614.13 (2) as the commissioner reasonably lowing manner: requires. The commissioner shall approve the plan unless find1. If the articles of incorporation give members the right to ing, after a hearing, that it would be contrary to the law, that the vote on the sale, lease, exchange or other disposition of all or sub- new fraternal would not satisfy the requirements for a certificate stantially all of the mutual’s property and assets, the board of di- of authority under s. 611.20 as incorporated by s. 614.20, or that rectors shall adopt a resolution recommending the sale, lease, ex- the plan would be contrary to the interests of policyholders or the change or other disposition and directing that it be submitted to a public. vote at an annual or special meeting of the members. Written no(3) APPROVAL BY MEMBERS. After being approved by the tice stating that the purpose, or one of the purposes, of the meet- commissioner, the plan shall be submitted to the policyholders ing is to consider the sale, lease, exchange or other disposition of for their approval. all, or substantially all, of the property and assets of the mutual (4) REPORT TO COMMISSIONER. A copy of the resolution shall be given to each member entitled to vote at the meeting, adopted by the members shall be filed with the commissioner, inwithin the time and in the manner provided by this chapter for providing notice of member meetings. At the meeting, the mem- dicating the number of policyholders voting, the method of voting bers may authorize the sale, lease, exchange or other disposition and the number of votes cast in favor of the plan. (5) CERTIFICATE OF AUTHORITY. If all requirements of the and may authorize the board of directors to fix any or all of the terms and conditions of the sale, lease, exchange or other disposi- law are met, the commissioner shall issue a certificate of authortion. The authorization shall be by the affirmative vote of at least ity for the new fraternal. Thereupon the mutual shall cease its letwo-thirds of the members present or represented by proxy at the gal existence and the corporate existence of the new fraternal meeting. After the authorization by a vote of the members, the shall begin, but it shall be deemed to have been incorporated as of board of directors, nevertheless, in its discretion, may abandon the date the converted mutual was incorporated. The new fraterthe sale, lease, exchange or other disposition, subject to the rights nal shall have all the assets and be liable for all of the obligations of 3rd parties under any contracts relating thereto, without further of the converted mutual. The commissioner may grant a period action or approval by the members. not exceeding one year for adjustment to the requirements of ch. Updated 23-24 Wis. Stats. DOMESTIC STOCK AND MUTUAL INSURANCE CORPORATIONS
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]
611.94
SUBCHAPTER VI MISCELLANEOUS PROVISIONS