611.73 Merger of mutuals.

413 words·~2 min read·/wi/chapter-611/611-73-2

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

(1)Authorization, domestic corporations.

(a)In general. Any 2 or more domestic mutuals may merge under the procedures of this section and ss. 181.1101 to 181.11055 , except that papers required by those sections to be filed with the department of financial institutions shall instead be filed with the commissioner.

(b)Plan of merger and board resolution. The board of directors of each mutual shall, by resolution adopted by each such board, approve a plan of merger that includes all of the following:

1. The names of the mutuals proposing to merge and the name of the surviving mutual into which they propose to merge.

2. The terms and conditions of the proposed merger.

3. The respective interests and rights of the members of the merging mutuals in the surviving mutual.

4. Any change in the articles of incorporation of the surviving mutual to be effected by the merger.

5. Other provisions with respect to the proposed merger that are considered necessary and desirable.

(c)Approval of merger. A plan of merger may be adopted only in the following manner:

1. If the articles of incorporation or bylaws of a merging mutual give members the right to vote on the merger, the board of directors of the mutual shall adopt a resolution approving the proposed plan and directing that it be submitted to a vote at a meeting of members, which may be either an annual or a special meeting. Written notice setting forth the proposed plan or summary of the plan shall be given to each member entitled to vote at the meeting within the time and in the manner provided in this chapter for the giving of notice of meetings of members.

The proposed plan shall be adopted by at least two-thirds of the votes entitled to be cast by the members present or represented by proxy at the meeting.

2. If the articles of incorporation or bylaws of any merging mutual do not give the members the right to vote on the merger, a plan of merger shall be adopted at a meeting of the board of directors of each mutual by at least a majority of the directors in office.

(d)Abandonment of merger. After approval under par.

(c)and prior to the filing of the articles of merger, the merger may be abandoned pursuant to the provisions for abandonment, if any, set forth in the plan of merger.

(2)Authorization, domestic and foreign corporations.