A domestic fraternal may be converted into a mutual, as follows: (1) ACTION BY BOARD OR SUPREME GOVERNING BODY. The board or the supreme governing body shall adopt a plan of conversion stating: (a) The reasons for and the purposes of the proposed action; (b) The proposed terms, conditions and procedures and the estimated expenses of implementing the conversion; (c) The proposed name of the corporation; and (d) The proposed articles and bylaws. (2) DISAGREEMENT. If the board and the supreme governing body disagree on the conversion plan, the decision of the latter shall govern. (3) APPROVAL BY COMMISSIONER. The plan shall be filed with the commissioner for approval, together with so much of the information under s. 611.13 (2) as the commissioner reasonably requires. The commissioner shall approve the plan unless finding, after a hearing, that it would be contrary to the law, that the new mutual would not satisfy the requirements for a certificate of authority under s. 611.20 or that the plan would be contrary to the interests of members or the public. (4) APPROVAL BY MEMBERS. After being approved by the commissioner, the plan shall be submitted for approval to the persons who were voting members on the date of the commissioner’s approval under sub. (3). At least a majority of the votes cast must be in favor of the plan, or a larger number if required by the laws of the fraternal. (5) OFFICERS AND DIRECTORS. The officers and directors of the fraternal shall be the initial officers and directors of the mutual. (6) REPORT TO COMMISSIONER. A copy of the resolution adopted under sub. (4) shall be filed with the commissioner, stating the number of members entitled to vote, the number voting, the method of voting and the number of votes cast in favor of the plan, stating separately the mail votes and the votes cast in person. (7) CERTIFICATE OF AUTHORITY. If the requirements of the law are met, the commissioner shall issue a certificate of authority to the new mutual. Thereupon the fraternal shall cease its legal existence and the corporate existence of the new mutual shall begin, but it shall be deemed to have been incorporated as of the date the converted fraternal was incorporated. The new mutual shall have all the assets and be liable for all of the obligations of the converted fraternal. The commissioner may grant a period not exceeding one year for adjustment to the requirements of ch. 611, specifying the extent to which particular provisions of ch. 611 shall not apply. (8) EXPENSES. The corporation may not pay compensation of any kind to existing personnel, in connection with the proposed conversion, other than regular salaries. With the commissioner’s approval, payment may be made at reasonable rates for printing costs and for legal and other professional fees for services actually rendered. All expenses of the conversion, including the expenses incurred by the commissioner and the prorated salaries of any insurance office staff members involved, shall be borne by the corporation being converted.
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