614.42 Representative form of government.
(1) Supreme governing body. The fraternal shall have a supreme governing body consisting either of:
(a) Board of directors. A board with some directors elected directly by the members or by their representatives in intermediate assemblies under sub. (2), and other directors prescribed in the fraternal's laws. The elected directors shall constitute a majority in number and not less than the number of votes required to amend those articles or bylaws of the fraternal that can be amended without consent of the members. The board shall meet at least quarterly to conduct the business of the fraternal. The elected directors shall be elected on a plan that ensures equal weight to each fraternal member's vote. Voting may be conducted by mail, by electronic means, or by any other method or combination of methods approved by the board and prescribed in the fraternal's bylaws.
(b) Assembly. Delegates elected directly by the members or at intermediate assemblies or conventions of members or their representatives, together with other delegates prescribed in the fraternal's laws. The elected delegates shall constitute a majority in number and shall not have less than two-thirds of the votes and not less than the number of votes required to amend the articles or bylaws that can be amended without consent of the members. The assembly, whatever designated, shall meet at least once every 4 years and shall elect a board of directors to conduct the business of the fraternal between meetings of the assembly. The delegates making up the supreme governing body shall be elected on a plan that ensures equal weight to each fraternal member's vote.
(2) Intermediate assemblies. The laws of a fraternal may provide that delegates to intermediate assemblies may represent geographical districts or lodges or represent the members in defined classes determined on a reasonable basis and that the vote of a representative to an intermediate assembly shall be treated as the vote of the members represented.
(3) Voting procedure. No votes may be cast by proxy.
History: 1975 c. 373, 421; 2009 a. 342.
Structure Wisconsin Statutes & Annotations
Wisconsin Statutes & Annotations
Chapter 614 - Insurance — fraternals.
614.03 - Orders imposing and relaxing restrictions.
614.05 - Applicability of other insurance laws to fraternals.
614.07 - General corporate powers and procedures.
614.09 - Reservation of corporate name.
614.10 - Members and applicants in fraternals.
614.12 - Articles of incorporation and bylaws.
614.13 - Organization permit and certificate of incorporation.
614.14 - Powers under organization permit and deposit of proceeds of subscriptions.
614.16 - Termination of organization permit and payment of organization expenses.
614.18 - Incorporators' liability and organization expenses.
614.19 - Initial surplus requirements.
614.20 - Certificate of authority.
614.22 - Accelerated organization procedure.
614.24 - Segregated accounts, variable benefits and subsidiaries.
614.28 - Changes in business plan.
614.29 - Amendment of articles of incorporation.
614.31 - Securities regulation.
614.33 - Authorized securities.
614.41 - Communications to members.
614.42 - Representative form of government.
614.43 - Annual report to fraternal members.
614.53 - Removal of directors and officers and filling of vacancies.
614.54 - Supervision of management changes.
614.55 - Continuity of management in emergencies.
614.56 - Committees of directors.
614.57 - Interlocking directorates and other relationships.
614.60 - Transactions with affiliates and in which directors and others are interested.
614.62 - Directors' liability and indemnification.
614.63 - Executive compensation.
614.66 - Exclusive agency contracts and management contracts.
614.73 - Merger and consolidation of fraternals.
614.74 - Voluntary dissolution of solvent domestic fraternals.
614.76 - Voluntary conversion of fraternals to mutuals.
614.77 - Rehabilitation or involuntary conversion.
614.78 - Maintenance of solvency.
614.79 - Rehabilitation and liquidation.
614.82 - Fraternal expenditures and activities.