611.60

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611.60 Transactions in which directors and others are interested.

611.60(1)

(1) Voidable transactions. Any material transaction between an insurance corporation and one or more of its directors or officers, or between an insurance corporation and any other person in which one or more of its directors or officers or any person controlling the corporation has a material interest, is voidable by the corporation unless:

611.60(1)(a)

(a) The transaction at the time it is entered into is reasonable and fair to the interests of the corporation; and

611.60(1)(b)

(b) The transaction has, with full knowledge of its terms and of the interests involved, been approved in advance by the board or by the shareholders; and

611.60(1)(c)

(c) The transaction has been reported to the commissioner immediately after such approval.

611.60(2)

(2) Quorum and voting. Directors whose interest or status make the transaction subject to this section may be counted in determining a quorum for a board meeting approving a transaction under sub. (b), but may not vote. Approval requires an affirmative vote of a majority of those present.

611.60(3)

(3) Restricted transactions. The commissioner may by rule require that for any classes of transactions subject to sub. (1) which by their nature tend to be unreasonable or unfair to the interests of the corporation the report under sub. (c) shall be submitted to the commissioner in advance of the proposed effective date. Such a transaction shall not be carried out even though approved under sub. (b), until the commissioner approves the transaction, or does not disapprove it for failure to comply with sub. (a) within 30 days after receiving the report under sub. (c).

611.60(4)

(4) Excepted transactions. This section does not apply to transactions subject to § 611.61, nor to transactions made between an insurance corporation and its wholly owned subsidiary, nor to policies of insurance, other than reinsurance, issued in the normal course of business. Nothing in this section deprives any person of any rights accruing under a policy of insurance written at usual terms, other than reinsurance. The commissioner may by rule exempt other classes of transactions from the reporting requirement of sub. (c), to the extent that the purposes of this section can be achieved without the report.