(1) GENERAL. The affairs of a corporation shall be managed by a board of directors. Directors need not be residents of this state or members of the corporation unless the articles of incorporation or bylaws so require. The articles of incorporation or bylaws may prescribe other qualifications for directors. (2) NUMBER, SELECTION AND CLASSIFICATION OF DIRECTORS. Section 611.51 (2) and the first sentence of s. 611.51 (5) apply to service insurance corporations. Sections 181.0803 to 181.0811 apply to service insurance corporations except as modified by ss. 613.53 and 613.54. (3) INSIDE DIRECTORS. Employees and representatives of a service insurance corporation may not constitute a majority of its board. (3m) SUBSIDIARIES AND CLOSELY HELD CORPORATIONS. Subsection (3) and s. 611.51 (2) (a) do not apply to an insurance subsidiary authorized under s. 613.26 nor to a nonstock insurance corporation with a single voting member or all of whose voting members are either members of or are individually represented on the board. (4) UNLAWFUL DELEGATION. The board shall manage the business and affairs of the corporation and may not delegate its power or responsibility to do so, except to the extent authorized by ss. 181.0841 and 613.56. (5) QUORUM AND VOTING. Section 181.0824 applies to service insurance corporations, except as modified by s. 613.60. (6) BOOKS AND RECORDS. Sections 181.1601 to 181.1605 apply to service insurance corporations. (7) PLACE AND NOTICE OF DIRECTORS’ MEETINGS. Sections 181.0820, 181.0822 and 181.0823 apply to service insurance corporations.
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