Wis. Admin. Code Office of the Commissioner of Insurance § Ins 13.03 - Organization of town mutuals

Current through November 29, 2021

(1) PURPOSE. This rule is promulgated to implement, interpret and set forth procedural requirements necessary to carry out the purpose and provisions of s. 612.02, Stats.
(2) SCOPE. This rule shall apply to all town mutual insurers organized or operating under ch. 612, Stats.
(3) MODEL ARTICLES. Town mutual insurers may adopt articles of incorporation with provisions as follows:

ARTICLES OF INCORPORATION

Article I. The name of this corporation is Insurance Company, and the principal office for the transaction of business is located at , county of , (or: at the residence or the business office of the (a specified officer of the company)) state of Wisconsin.

Article II.

(1) The business of the corporation is:

(a) Fire and extended coverage insurance, including (excluding) windstorm and hail;

(b) Other property insurance customarily provided with fire insurance, to the extent authorized by statute or rule;

(c) Non-property insurance customarily provided with fire and extended coverage insurance to the extent authorized by statute or rule.

(2) The corporation may insure any property located within the territory specified in the articles, but not elsewhere except as authorized by statute.

(3) The corporation may do business in all of the towns, villages and cities within the county (ies) of (not more than 8 unless specifically authorized by the commissioner or unless the articles result from a merger in which case the maximum is 16), but not elsewhere except as authorized by statute.

Article III. The corporation shall be managed by a board of directors consisting of (not less than 5) members divided into 3 classes. One class shall be elected at each annual meeting for a term of 3 years. The directors shall have such rights, powers and duties as are prescribed by statute, these articles, or the bylaws. Vacancies in the board may be filled by the directors for the interim to the next annual meeting. At that time, a director shall be chosen for the unexpired term. Directors may be removed from office for cause by an affirmative vote of a majority of the full board at a meeting of the board called for that purpose.

Article IV. The officers of the corporation shall consist of a president, vice president, secretary and treasurer. These officers shall be chosen by the board of directors from among its members immediately after the annual meeting of the corporation and they shall hold office for one year or until their successors are duly elected and qualified, or until removed by the board, which may remove them without cause subject to any contract rights to compensation.

Article V. The annual meeting of the corporation for the election of directors and such other business as may properly come before the meeting shall be held in Wisconsin, on the in of each year at o'clock M., or at such other time and place within the corporation's territorial limits as may be determined by the board provided they shall give notice thereof by mail to all members at least 10 days prior to the date set by this article for the meeting and at least 30 days prior to the new date of the meeting. Special meetings of the corporation may be called by the board, (and shall be called by the president or secretary upon the written petition of 25 members) provided at least 30 days' notice thereof, reciting the proposed business to be taken up, shall be given by mail to each member. At all meetings of the corporation, 10 members shall constitute a quorum and each member shall have one vote. No member shall vote by proxy.

Article VI. These articles may be amended at any annual or duly called and noticed special meeting by a resolution adopted by two-thirds of the votes cast on the question, subject to approval by the commissioner under s. 612.04(2). Dissolution of the corporation may be effected by a resolution under ss. 612.12(2) and 612.25.

Article VII. The members of the board, by a majority of the votes cast on the question, may make and amend bylaws not inconsistent with the statutes, these articles or with the provisions or conditions of any existing policy. Any bylaw made or amended by the board shall be subject to repeal or amendment by the members by a majority of the votes cast on the question at an annual or special meeting.

Article VIII. Any assessment shall be levied in accordance with s. 612.54(1) through (3). Notice of any assessment shall be subject to s. 612.54(4). Consequences of default and failure to pay an assessment shall be as specified in s. 612.54(5).

Notes

Wis. Admin. Code Office of the Commissioner of Insurance § Ins 13.03
Cr. Register, August, 1974, No. 224, eff. 9-1-74; am. (3), Register, June, 2001, No. 546, eff. 1-1-02.

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