611.42 Mutual policyholders’ voting rights.

602 words·~3 min read·/wi/chapter-611/611-42-2

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(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 in or outside this state at the place stated in or fixed in accordance with the bylaws. If no place is stated in or fixed in accordance with the bylaws, the mutual shall hold the annual meeting at its principal office.

(b)Notwithstanding par.

(a), a mutual’s bylaws may authorize the board of directors, in its sole discretion, to determine that an annual, regular, or special meeting of policyholders may be held solely by means of remote communication as authorized under s. 611.426 .

(1e)Court-ordered meetings.

(a)The circuit court for the county where a mutual’s principal office is located, or, if the mutual does not have its principal office in this state, where its registered office is located, may, after notice and an opportunity to be heard, order a meeting to be held on petition of a policyholder of the mutual who meets any of the following conditions:

1. The policyholder is entitled to participate in an annual meeting and the annual meeting has not been held within 15 months after the mutual’s last annual meeting.

2. The policyholder has signed a demand for a special meeting that meets the requirements of s. 181.0702 and the mutual has failed to do any of the following:

a. Give notice of the special meeting within 30 days after the date that the demand was delivered to the mutual.

b. Hold the special meeting in accordance with the notice.

(b)The court may fix the time and place of the meeting or determine that the meeting shall be held solely by means of remote communication as provided under s. 611.426 . The court shall require that the meeting be called and conducted in accordance with the mutual’s articles of incorporation and bylaws, in so far as possible, except that the court may do all of the following:

1. Fix the quorum required for specific matters to be considered at the meeting or direct that the votes represented at the meeting constitute a quorum for action on those matters.

2. Enter any other orders necessary to accomplish the purpose of the meeting.

(1g)Notice of meetings.

(a)When required. A mutual shall give notice of meetings of policyholders as provided in its bylaws or, if the bylaws are silent, in a manner that is fair and reasonable.

(b)In general. A notice that conforms to the requirements of par.

(c)is fair and reasonable. Except for matters referred to in par.

(c)2. , other means of giving notice may also be fair and reasonable when all of the circumstances are considered. Section 181.0141 applies to notices provided under this subsection.

(c)Notice safe harbor. Notice is fair and reasonable if all of the following conditions exist:

1. The mutual notifies its policyholders of the date, time, and, if applicable, place of each annual, regular, and special meeting of policyholders not more than 60 days and not less than 10 days, or, if notice is mailed by any type other than first class or registered mail, 30 days, before the meeting date. If the board of directors has authorized participation by means of remote communication under s. 611.426 , the notice shall describe the means of remote communication to be used.