611.12 Articles and bylaws.

(1) Stock corporations. Section 180.0202 applies to the articles of a stock corporation, except that:

(a) The name of the corporation shall include the word “insurance" or a term of equivalent meaning, and shall comply with s. 180.0401 (2) to (4);

(am) The articles shall include a statement that the corporation is organized under this chapter;

(b) Authorized shares shall conform to s. 611.33 (1); and

(c) The purposes of the corporation shall be limited to those permitted by s. 610.21.

(2) Mutuals. Section 181.0202 applies to the articles of a mutual, except that:

(a) The name of the corporation shall include the words “mutual" and “insurance" or terms of equivalent meaning and shall comply with s. 181.0401 (2) to (4);

(am) The articles shall include a statement that the corporation is organized under this chapter;

(b) The articles shall include provision for mutual bonds if any are to be authorized, which shall conform to s. 611.33 (2) (a);

(c) The purposes of the corporation shall be limited to those permitted in s. 610.21;

(d) If assessable policies are permitted, the articles shall contain general provisions respecting assessment liabilities and procedures, including a provision specifying the classes of business on which assessment may be separately levied; and

(e) The articles may specify those classes of persons who may be policyholders, or prescribe the procedure for establishing or removing restrictions on the classes of persons who may be policyholders, and the articles shall state that each policyholder is a member of the corporation.

(3) Principal officers. Sections 180.0840 and 180.0841 apply to stock corporations and ss. 181.0840 and 181.0841 apply to mutuals. Notwithstanding s. 180.0840 (1) or 181.0840 (1), the articles or bylaws shall specifically designate 3 or more offices, the holders of which shall be the principal officers of the corporation. Notwithstanding s. 180.0840 (3) or 181.0840 (3), the principal offices shall be held by at least 3 separate individuals.

(4) Bylaws. The bylaws of a domestic corporation shall comply with this chapter, and a copy of the bylaws and any amendments thereto shall be filed with the commissioner within 60 days after adoption. Subject to this subsection, to ss. 611.13 (2) (d) and (5) and 611.22 (4), ss. 180.0206 and 180.1020 to 180.1022 apply to stock corporations and ss. 181.0206, 181.0207 and 181.1021 apply to mutuals.

History: 1971 c. 260; 1989 a. 303; 1997 a. 79; 1999 a. 85.