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
May 22, 2026, are designated by NOTES. (Published 5-22-26)
3
Updated 23-24 Wis. Stats.
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.
612.13
Directors and officers. (1) NUMBER AND CLASSITown 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. FICATION.
History: 1973 c. 22; 1997 a. 79; 2003 a. 261; 2015 a. 90.