California Insurance Code 11536 – The plan of conversion shall include appropriate proceedings for …
The plan of conversion shall include appropriate proceedings for amending the mutual company‘s articles of incorporation to give effect to the conversion from a nonstock corporation into a stock corporation. The plan shall be:
(a) Approved by a resolution of the majority of the board of directors. The resolution shall specify the reasons for and the purposes of the proposed conversion of the mutual company and the manner in which the conversion is expected to benefit and serve the best interests of the policyholders, for a mutual insurer, or members, for a mutual holding company.
Terms Used In California Insurance Code 11536
- Commissioner: means the Insurance Commissioner of this State. See California Insurance Code 20
- Converted insurer: means the incorporated stock insurer into which a mutual insurer has been converted or merged or redomiciled in accordance with the provisions of this chapter. See California Insurance Code 11535.1
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Mutual company: means , in the case of a plan of conversion, the mutual life insurer, mutual property-casualty insurer, or mutual holding company that is converting pursuant to such plan. See California Insurance Code 11535.1
- Mutual holding company: means a corporation organized under the laws of this state subject to the General Corporation Law as set forth in the Corporations Code. See California Insurance Code 11535.1
- Mutual insurer: means , in the case of a plan of conversion under this chapter, the mutual life insurer or mutual property-casualty insurer that is converting pursuant to such plan. See California Insurance Code 11535.1
- plan: means a plan adopted by a mutual company in compliance with this chapter. See California Insurance Code 11535.1
(b) Submitted to the commissioner for consent in writing, subject to the provisions of Section 11538, by an application executed by an authorized officer of the mutual company and accompanied by the following documents, or true and correct copies of the documents:
(1) The proposed plan of conversion.
(2) The proposed articles of incorporation of each corporation that is a constituent corporation of the conversion.
(3) The proposed bylaws of each corporation that is a constituent corporation of the conversion.
(4) A list of the officers and directors, together with their biographies in the form customarily required by the commissioner, of each corporation that is a constituent corporation of the conversion.
(5) The resolution of the board of directors of the mutual company, certified by the secretary of the board of directors, authorizing the conversion under this chapter.
(6) Financial statements, which may be prepared on a pro forma basis, in the form required by the commissioner.
(7) For a conversion of a mutual insurer, a plan of operations for the converted insurer.
(8) A summary of the plan of conversion and drafts of written materials to be mailed to members seeking their approval of the plan.
(9) Other relevant information that the commissioner may require.
(c) Approved by a majority vote of the members of the mutual company voting at a meeting of the members called for that purpose, subject to the provisions of Section 11539.
(d) Filed in the office of the commissioner after receipt of the commissioner’s consent, and after having been approved as provided in Sections 11538 and 11539, respectively.
(Amended by Stats. 1996, Ch. 406, Sec. 4. Effective August 19, 1996.)