611.425 Mutual policyholders’ proxy voting.

472 words·~2 min read·/wi/chapter-611/611-425

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

(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.

(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.