612.13 Directors and officers.

(1) Number and classification. Town mutuals shall have at least 5 directors divided into 3 classes as nearly equal in size as possible.

(1m) Inside directors.

(a) Beginning 2 years after April 30, 2004, all of the following apply:

1. If a town mutual has fewer than 9 directors, no more than one director may be an employee or representative of the town mutual.

2. Employees and representatives of a town mutual may not constitute a majority of its board.

(b) Notwithstanding par. (a), the commissioner may allow a town mutual an extension of up to one year to come into compliance with the requirements under par. (a).

(2) Election. At each annual meeting one class of directors shall be elected by and from among the members for a term of 3 years.

(3) Duties. The board shall direct the business and affairs of the corporation and shall not delegate its power or responsibility to any person except as specifically provided otherwise in this chapter.

(4) Adjustment committee. The directors may annually appoint from their own number an adjustment committee of at least 3 persons, to adjust or supervise the adjustment of losses under s. 612.53. If no adjustment committee is appointed, the entire board shall act as the adjustment committee to adjust or supervise the adjustment of losses under s. 612.53.

(5) Directors' liability and indemnification. Directors who willfully neglect or refuse for 30 days to perform their duties under s. 612.54 shall be jointly and severally liable to any person sustaining loss by their nonfeasance. Section 611.62 applies to town mutuals.

(6) Removal.

(a) Directors. A director 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. The vote of two-thirds of the members of the town mutual present at a meeting called for the purpose may remove a director from office with or without cause.

(b) Officers. Sections 181.0843 and 181.0844 apply to town mutuals.

History: 1973 c. 22; 1997 a. 79; 2003 a. 261; 2015 a. 90.