Michigan Laws 500.6013 – Reorganization plan; membership meeting; notice; quorum; vote; proxy; voter eligibility
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(1) All eligible members shall be given notice of the members’ meeting to vote upon the plan of reorganization. The notice shall briefly but fairly describe the proposed plan, including identifying in reasonable detail the benefits and risks, and shall inform the member of member rights to vote on the plan. A plan summary or copy of the plan shall accompany the notice. The notice shall be mailed to each member’s last known address shown on the mutual company‘s records, within 45 days after the commissioner‘s approval of the plan. The meeting to vote upon the plan shall be set for a date that is not less than 45 days after the date when the notice of the members’ meeting is mailed by the mutual company. If the meeting to vote upon the plan is held during the mutual company’s annual meeting of policyholders, only 1 combined notice of meeting is required.
(2) The plan of reorganization shall be adopted at a meeting with a quorum present upon receiving the affirmative vote of at least 2/3 of the votes cast by eligible members.
Terms Used In Michigan Laws 500.6013
- annual meeting: when applied to townships, mean the annual meeting required by law to be held on the Saturday immediately preceding the first Monday in April. See Michigan Laws 8.3d
- Commissioner: means the director. See Michigan Laws 500.102
- Eligible member: means a member whose policy is in force on the date the mutual company's board of directors adopts a plan of reorganization under this chapter. See Michigan Laws 500.6001
- Insurer: means an individual, corporation, association, partnership, reciprocal exchange, inter-insurer, Lloyds organization, fraternal benefit society, or other legal entity, engaged or attempting to engage in the business of making insurance or surety contracts. See Michigan Laws 500.106
- Member: means a person who, on the records of the mutual company and pursuant to its articles of incorporation or bylaws, is considered to be a holder of a membership interest in the mutual company. See Michigan Laws 500.6001
- Mutual company: means a domestic mutual insurance company organized under chapter 50, 54, or 58. See Michigan Laws 500.6001
- person: may extend and be applied to bodies politic and corporate, as well as to individuals. See Michigan Laws 8.3l
- plan: means a plan adopted pursuant to this chapter by the board of directors of a mutual company for the reorganization of the mutual company simultaneously into both a mutual holding company and a converted company existing as a direct or indirect stock subsidiary of the mutual holding company. See Michigan Laws 500.6001
- Quorum: The number of legislators that must be present to do business.
(3) Members entitled to vote upon the proposed plan may vote in person or by proxy. Certified copies of any forms of proxies to be solicited from eligible members, together with the related proxy statement and any other soliciting materials, shall be filed with the plan and approved by the commissioner before their use.
(4) Each eligible member may cast votes upon each matter coming to a vote in accordance with any rights or classifications of members as provided in the mutual insurer‘s articles of incorporation or bylaws. If the articles of incorporation or bylaws are silent, each eligible member may cast 1 vote.