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 […]
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 […]
611.42 Mutual policyholders’ voting rights. (1) General. Subject to this section and s. 611.53, ss. 181.0701 (1), (2), and (4) to (6), 181.0702 (1) to (3) and (5), 181.0722 (1) to (3), 181.0723, and 181.0727 apply to mutuals. (1b) Place of meetings. (a) A mutual may hold an annual, regular, or special meeting of policyholders […]
611.425 Mutual policyholders’ proxy voting. (1) Definition. In this section, “electronic transmission” means transmission by the Internet, telephone, electronic mail, telegram, cablegram, datagram, or any other form or process of communication that does not directly involve the physical transfer of paper and that is capable of retention, retrieval, and reproduction of information by the recipient. […]
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 […]
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 […]
611.51 Board of directors. (1) General. Subject to this section, ss. 180.0801 and 180.0802 apply to stock corporations and ss. 181.0801 (1) and (2) and 181.0802 apply to mutuals. (2) Number of directors. (a) General. Except under pars. (b) and (c), a corporation shall have at least 5 directors if no more than one director […]
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 […]
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 […]
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 […]
611.55 Continuity of management in emergencies. (1) Purpose. The legislature declares it to be desirable for the general welfare and in particular for the welfare of insurance beneficiaries, policyholders, claimants and others that the business of domestic insurance corporations be continued even in a national emergency. The specific purpose of this section is to facilitate […]
611.56 Committees of directors. (1) Appointment. If the articles or bylaws of a corporation so provide, the board by resolution adopted by a majority of the full board may designate one or more committees, each consisting of at least 3 directors serving at the pleasure of the board. The board may designate one or more […]
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.
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 […]
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 […]
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 […]
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 […]
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 […]
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 […]
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.
