2022 Wisconsin Statutes & Annotations
Chapter 611 - Domestic stock and mutual insurance corporations.
611.42 - Mutual policyholders' voting rights.

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 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.

2. Notice of an annual or regular meeting includes a description of any matter or matters that must be approved by the policyholders under s. 181.0723 (2), 181.0831, 181.0873 (4), 181.1003, 181.1021, 181.1105, 181.1202, or 181.1401 [s. 181.0723 (2), 181.0831, 181.0873 (4), 181.1003, 181.1021, 181.1103, 181.1133, 181.1163, 181.1173, 181.1202, or 181.1401].

NOTE: The correct cross-references are shown in brackets. 2021 Wis. Act 258 made substantial revisions to ch. 181. Corrective legislation is pending.

3. Notice of a special meeting includes a description of the matter or matters for which the meeting is called.

(d) Adjourned meetings. Unless the bylaws require otherwise, if an annual, regular, or special meeting of policyholders is adjourned to a different date, time, or place or will be held by a new means of remote communication, notice need not be given of the new date, time, place, or means of remote communication if the new date, time, place, or means of remote communication is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under s. 181.0707, notice of the adjourned meeting must be given under this subsection to the policyholders of record as of the new record date.

(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.

History: 1971 c. 260; 1979 c. 102 s. 236 (5); 1997 a. 79; 2013 a. 279; 2021 a. 114.