Section 611.42. Mutual policyholders' voting rights.

 

(1)   General. Subject to this section and s. 611.53 , ss. 181.0701 , 181.0702 , 181.0705 (1) to (4) , 181.0722 (1) to (3) , 181.0723 , and 181.0727 apply to mutuals.

(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. 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.

(1m)   Record date. Section 181.0707 applies to mutuals.

(2)   Voting rights.

(a) Mandatory voting rights. Policyholders in all mutuals have the right to vote on conversion, voluntary dissolution, amendment of the articles, and the election of all directors except public directors appointed under s. 611.53 (1) . Voting may be conducted by mail, by electronic means, or by any other method or combination of methods prescribed by the articles or bylaws. Directors may be divided into classes, and in that case one class shall be elected at least every 4 years for terms not exceeding 6 years.

(b) Optional voting rights. The articles of any mutual may give the policyholders additional voting rights.

(3)   Voting procedures. The articles or bylaws shall contain rules governing voting eligibility consistent with sub. (2) and voting procedures. No amendment to the rules may be effective until at least 30 days after it has been filed with the commissioner.

(4)   Meetings and elections.

(a) The articles may provide for regular or special meetings of the policyholders, or elections in lieu of meetings.

(b) Notice of the time and place of regular meetings or elections shall be given to each policyholder by printing it conspicuously on each policy or in such other reasonable manner as the commissioner approves or requires.

(5)   Representative assembly. The articles may provide that representatives or delegates be selected by the policyholders to represent specific geographical districts, or otherwise to represent defined classes of policyholders, determined on a reasonable basis. After the representative assembly has been selected by the policyholders, the assembly may choose replacements for members unable to complete their terms, if the articles so provide. The vote of a representative shall be treated as the vote of the policyholders he or she represents.

1971 c. 260 ; 1979 c. 102 s. 236 (5) ; 1997 a. 79 ; 2013 a. 279 .