614.73 Merger and consolidation of fraternals. - Wisconsin Statutes

614.73

SUBCHAPTER V
CORPORATE REORGANIZATION
614.73 Merger and consolidation of fraternals.

614.73(1)

(1) Authorization, domestic fraternals. Any 2 or more domestic fraternals may merge or consolidate under the provisions of subs. (3) and (4).

614.73(2)

(2) Authorization, domestic and nondomestic fraternals. Any 2 or more domestic and nondomestic fraternals may merge or consolidate under the provisions of sub. (5).

614.73(3)

(3) Procedure for domestic fraternals. The supreme governing body of each domestic fraternal proposing to merge or consolidate shall:

614.73(3)(a)

(a) At least 60 days prior to the proposed action submit the text of the proposed contract to its members in the manner provided by s. 614.29 (4);

614.73(3)(b)

(b) Approve the proposed consolidation or merger by a two-thirds vote; and

614.73(3)(c)

(c) File with the commissioner a certified copy of the written contract containing in full the terms and conditions of the consolidation or merger, a sworn statement by the president and secretary or corresponding officers of each fraternal showing the financial condition of each on a date to be fixed by the commissioner but no earlier than the December 31 of the year preceding the proposed contract, and evidence of compliance with pars. (a) and (b).

614.73(4)

(4) Issuance of certificate by commissioner. The commissioner shall issue a certificate approving the merger or consolidation, upon a finding that:

614.73(4)(a)

(a) The contract conforms to the provisions of this chapter;

614.73(4)(b)

(b) The parties to the proposed contract have complied with the provisions of sub. (3); and

614.73(4)(c)

(c) The proposed contract is just and equitable to the members of each fraternal.

614.73(5)

(5) Procedure for nondomestic fraternals. Where a nondomestic fraternal is a party to the proposed contract, the parties shall follow the procedure for domestic fraternals under subs. (3) and (4), but the commissioner may not issue a certificate of compliance until the parties file a certificate that the proposed contract has been approved in the manner provided by the laws of the jurisdiction under which the fraternal is incorporated, or, if such laws contain no procedure for approval, that the proposed contract has been approved by the commissioner of insurance for that jurisdiction.

614.73(6)

(6) Effective date. The merger or consolidation is effective when the commissioner issues a certificate of approval.

614.73(7)

(7) Effect of consolidation or merger. When the merger or consolidation is effective, the surviving or new fraternal shall have all the assets and be liable for all of the obligations of each of the participating fraternals.

614.73 - ANNOT.

History: 1975 c. 373, 421; 1979 c. 102.