Chapter 3913. CHANGES IN CORPORATE ORGANIZATION OR STATUS
Any domestic stock life
insurance corporation, incorporated under a general law, may become a mutual
life insurance corporation, and to that end may carry out a plan for the
acquisition of shares of its capital stock, provided such plan:
| (A) |
Has been adopted by a vote of a majority of the directors of such
corporation; |
| (B) |
Has been approved by a vote of stockholders
representing a majority of the capital stock then outstanding at a meeting of
stockholders called for the purpose; |
| (C) |
Has been approved by a majority of the policyholders voting at a meeting of
policyholders called for the purpose, each of whom is insured in a sum of at
least one thousand dollars and whose insurance shall then be in force and shall
have been in force for at least one year prior to such meeting. As used in this section,
"policyholder" means the person insured under an individual policy of life
insurance, and the person to whom any annuity or pure endowment is presently or
prospectively payable by the terms of an individual annuity or pure endowment
contract, except where the policy or contract declares some other person to be
the owner or holder thereof, in which case such owner or policyholder shall be
deemed the policyholder, and except in cases of assignment. In the case of any
individual policy or contract insuring two or more persons jointly or in case
the policy or contract declares two or more persons to be the owner, the
persons insured or declared to be the owner are considered as one policyholder
for the purposes of this section. In case any such policy or contract has been
assigned by an assignment absolute on its face to an assignee other than the
corporation, and such assignment has been filed at the principal office of the
corporation at least thirty days prior to the date of the meeting of
policyholders, then such assignee shall be deemed a policyholder. Except as
provided in this section, an assignee of a policy or contract shall not be
deemed a policyholder. The reference in division (C) of this section to
insurance in the amount of one thousand dollars or more is deemed to include
any annuity contract, the commuted value of which is one thousand dollars or
more on the date of said meeting, and any pure endowment contract for the
principal sum of one thousand dollars or more. Notice of the meeting of
policyholders shall be given by mailing such notice from the home office of the
corporation at least thirty days prior to such meeting in a sealed envelope,
postage prepaid, addressed to such policyholders at their last known
post-office addresses, provided that personal delivery of such written notice
to any policyholder evidenced by written receipt therefor may be substituted
for mailing the same. The meeting shall be otherwise provided for and conducted
in such manner as is provided in the mutualization plan, provided that
policyholders may vote in person, by proxy, or by mail, and that all votes
shall be cast by ballot on a uniform ballot furnished by the corporation. The
superintendent of insurance shall supervise and direct the method and procedure
of said meeting and shall appoint an adequate number of inspectors to conduct
the voting at said meeting who may determine all questions concerning the
verification of the ballots, the ascertainment of the validity of such ballots,
the qualifications of the voters, and the canvass of the vote, and who shall
certify to the superintendent and to the corporation the result of such
proceedings, which shall be supervised by said inspectors in accordance with
such rules as are prescribed by the superintendent. All necessary expenses
incurred by the superintendent shall be paid by the corporation, as certified
to by the
superintendent. Before such a plan can be
carried out, it must be submitted to the superintendent and must be approved by
the
superintendent in writing; provided that every payment for the
acquisition of any shares of the capital stock of such corporation, the
purchase price of which is not fixed by such plan, shall be subject to the
approval of the superintendent, and provided that neither such plan, nor any
such payment, shall be approved by the superintendent unless at the time of
such approvals, respectively, the corporation, after deducting the aggregate
sum appropriated by such plan for the acquisition of any part or all of its
capital stock, and, in the case of any payment not fixed by such plan and
subject to separate approval by the superintendent, after deducting also the
amount of such payment, shall be possessed of net assets of not less than two
hundred thousand dollars from which it shall maintain its deposit made
previously with the superintendent, and such assets shall be not less than the
entire liabilities of the corporation, including the net values of its
outstanding contracts computed according to the standard adopted by the
corporation under sections
3903.72 to 3903.7211 of the Revised Code and
including all funds, contingent reserves, and surplus, except for such surplus
as has been appropriated or paid under such plan.
|
Amended by
130th General Assembly File No. TBD, SB 140, §1,
eff. 9/4/2014.
Effective Date: 03-07-1983
.
If a domestic stock life insurance corporation determines to
become a mutual life insurance corporation, it may, in carrying out any plan to
that end under section
3913.01 of the Revised Code,
acquire any shares of its own stock by gift, bequest, or purchase. Until all of
such shares are acquired, any shares so acquired, or acquired pursuant to
section 3913.03 of the Revised Code, shall
be acquired in trust for the corporation as provided in section
3913.04 of the Revised Code, and
shall be assigned and transferred on the books of the corporation to not less
than three nor more than five trustees. Such shares shall be held by them in
trust and be voted by such trustees at all corporate meetings at which
stockholders have the right to vote, until all of the capital stock of such
corporation is acquired, at which time the entire capital stock shall be
retired and canceled and the corporation shall become, thereupon, a mutual life
insurance corporation without capital stock.
Effective Date:
10-01-1953 .
If a stockholder of any domestic stock life insurance
corporation planning to become a mutual life insurance corporation under
section 3913.01 of the Revised Code files
with the corporation, prior to or at the meeting of the stockholders at which
the plan is submitted to a vote, a written objection to such plan and does not
vote in favor of it, and such stockholder, within twenty days after the plan is
approved by such meeting, makes written demand on the corporation for payment
of the fair cash value of his shares as of the day prior to the date on which
such plan is approved by the stockholders, excluding from such fair cash value
any appreciation or depreciation in consequence of such mutualization, such
stockholder shall be entitled to receive, within ninety days after such fair
cash value is agreed upon or determined, upon surrender of his certificates
representing his shares, such fair cash value of his shares. Any stockholder
who fails to make such objection or having objected fails to make demand within
the twenty-day period shall be conclusively presumed to have consented to the
plan and shall be bound by the terms of it.
Any such objection and demand for the payment of the fair cash
value of shares shall state the number and kind of shares held by the
dissenting stockholder making the demand, and the amount which such stockholder
claims is their fair cash value.
The right of a dissenting stockholder to be paid the fair cash
value of his shares shall cease when the corporation, for any reason and in
accordance with the provisions set forth in this section, abandons the plan to
mutualize the corporation.
No demand for payment of such fair cash value may be withdrawn
by the stockholder making the demand unless the corporation, by its board of
directors, consents to such withdrawal.
Within ten days after the receipt of any such demand, the
corporation shall inform such stockholder in writing whether it will pay the
demanded amount, and, if it refuses to pay such amount, it shall offer in
writing to pay another amount as such fair cash value.
If, within thirty days after the date of the written demand
made by the dissenting stockholder, the value of such shares is agreed upon
between the dissenting stockholder and the corporation and such value is
approved by the superintendent of insurance, payment shall be made within
ninety days after the date of such agreement, upon the surrender of the
stockholder's certificates representing such shares. Upon payment of the agreed
value, the dissenting stockholder ceases to have any interest in such shares
and ceases to be a stockholder in the corporation, but the shares previously
held by him and upon which he has been paid such fair cash value shall be
transferred to and held by the trustees appointed under section
3913.04 of the Revised Code for
the benefit of the corporation.
If, within such period of thirty days, the stockholder and the
corporation do not agree upon the value of the shares, the corporation, or the
dissenting stockholder if he has complied with this section, within sixty days
after the expiration of the thirty-day period, may petition the court of common
pleas of the county in which the principal office of the corporation is
located, to determine the fair cash value of the shares mentioned in such
demand as of the day before the vote was taken approving such plan.
If such petition is not filed within the sixty-day period, the
fair cash value of the shares is conclusively deemed to be equal to the amount
offered to the dissenting stockholder by the corporation if any such offer has
been made or, if not, then an amount equal to that demanded by the dissenting
stockholder.
Such petition shall contain a brief statement of the facts and
shall show the vote and action objected to and facts entitling such dissenting
stockholder to the relief demanded.
Upon the filing of such petition, the court, on the motion of
the petitioner, shall enter an order fixing a date for hearing, and requiring a
notice of the filing and prayer of such petition and of the date for hearing to
be given to the respondent or defendant in the manner in which a summons is
required to be served or substituted service is required to be made in other
cases.
On the day fixed for the hearing of such petition, or any
adjournment of it, the court shall determine from the petition and such
evidence as is submitted by either party whether the dissenting stockholder is
entitled to be paid the fair cash value of any shares, and the number of such
shares, and, if the court finds and orders that such stockholder is entitled to
be paid the fair cash value of any number of shares, the court shall appoint
three appraisers to determine the fair cash value of such number of shares as
of the day before the vote objected to was taken, excluding from such fair cash
value any appreciation or depreciation in consequence of the mutualization or
vote of the corporation, and the court further shall instruct the appraisers
respecting their duties in making such determination.
The appraisers forthwith shall proceed to determine the fair
cash value, and the appraisers, or a majority of them, shall make a report or
award within ten days, unless the court increases that time, and shall file
such report in the office of the clerk of the court of common pleas, whereupon,
on the motion of either party, the report shall be submitted to the court and
considered on such evidence as the court considers relevant, and if the award
is found to be reasonable, and is confirmed and approved by the court, judgment
shall be rendered against the corporation for the payment of the amount of the
award, with interest at six per cent from a date which shall be fixed in such
judgment.
If such appraisers, or a majority of them, fail to make and
file an award within ten days, or within such further time as may be fixed by
the court, or the award is not confirmed by the court, it summarily shall
determine the fair cash value of the number of shares and render judgment for
it.
Any judgment further shall provide that simultaneously with its
payment the certificates evidencing the shares of stock affected shall be
surrendered to the corporation and, upon the failure of the holder of the
shares to surrender such certificates, the judgment shall stand as a
cancellation of such certificates.
The costs of the proceedings, including reasonable compensation
to the appraisers to be fixed by the court, shall be assessed or apportioned as
the court considers equitable.
Such a proceeding is a special proceeding, and final orders in
the proceeding may be reviewed and affirmed, modified, or reversed on appeal
pursuant to the Rules of Appellate Procedure and, to the extent not in conflict
with those rules, Chapter 2505. of the Revised Code.
Two or more dissenting stockholders may join as plaintiffs or
be joined as defendants in any proceeding under this section, and two or more
such proceedings may be consolidated.
A stockholder who so objects in writing and demands in writing
payment of the fair cash value of any shares shall not be entitled to vote such
shares or to exercise any rights respecting such shares or to receive any
dividends or distributions on them, unless the plan of mutualization is
abandoned, or, with the consent of the corporation, the objection and demand
are withdrawn; provided that if, prior to such abandonment, dividends are paid
in money to stockholders who are of the same class as those dissenting and who
are of record on or after the day on which the vote was taken authorizing such
mutualization, then an amount of money equal to the dividends otherwise payable
upon such dissenting shares shall be paid to the holders of record of such
shares who would, except for their dissent, be entitled to receive such
dividends, and each such payment shall be a credit upon the total amount to be
paid for such shares by the corporation. All the holders of such dissenting
shares of record at the time of any such abandonment, shall be restored on such
abandonment to the status of a stockholder, and any payments made previously on
such shares shall be considered as dividends on them.
Any stockholder who has assented to the plan or who has been
concluded by the vote of the assenting stockholders, and any stockholder who
has objected and made demand in writing for the fair cash value of his shares
subsequent to which an agreement has been reached fixing such fair cash value,
but who fails to surrender his certificates for cancellation upon payment of
the amount to which he is entitled, may be ordered to do so by a decree of the
court of common pleas for the county in which the principal office of such
corporation is located after notice and hearing in an action instituted by the
corporation for that purpose, and such decree may provide that, upon the
failure of the stockholder to surrender such certificates for cancellation, the
decree shall stand in lieu of such surrender and cancellation.
At any time before there has been a vote of the policyholders
approving a plan of mutualization, the corporation may abandon such plan by the
same vote of the directors and of the stockholders as was required for its
adoption. Upon such abandonment, the rights of any stockholders to be paid for
their stock in accordance with the plan, and the rights of any dissenting
stockholders to be paid the fair cash value of their stock, whether or not
judgment may have been rendered for it, shall terminate, and the corporation
shall continue to conduct its business as a domestic stock life insurance
corporation as though no plan of mutualization had ever been adopted.
Effective Date:
03-17-1987 .
The trustees provided for in section
3913.02 of the Revised Code shall
be appointed and vacancies shall be filled by the superintendent of insurance.
Such trustees shall be qualified directors of the corporation at the time of
such appointment and shall continue as such trustees until the purpose of the
trust is accomplished or abandoned, unless they are removed for cause by the
superintendent. Said trustees shall file with the superintendent a verified
acceptance of their appointment and a declaration that they will faithfully
discharge their duties as trustees. Such trustees shall give and file with the
superintendent bonds in such an amount as under the circumstances the
superintendent deems proper, with sureties thereon approved by the
superintendent. All dividends and other sums received by said trustees on the
shares of stock held by them shall be immediately repaid to said corporation.
The necessary expenses of executing the trust shall be paid by the corporation.
All shares held by such trustees are considered as admitted assets of such
corporation at their par value.
Neither the retirement of the corporation's capital stock nor
the amendment of its articles of incorporation shall affect existing suits,
rights, or contracts of such corporation. The deposit of one hundred thousand
dollars in securities or mortgages made by such corporation pursuant to section
3907.07 of the Revised Code, shall
be retained by the superintendent in trust for the benefit and security of all
of the members and policyholders of such corporation.
Effective Date:
10-01-1953 .
When a domestic stock life insurance corporation has become
converted into a mutual life insurance corporation, the officers and directors
or trustees of the original corporation shall remain as the officers and
directors or trustees of the newly converted corporation until the next annual
meeting for the election of officers and directors or trustees, when their
successors shall be elected in the manner provided in the articles of
incorporation and code of regulations previously adopted by said corporation.
Effective Date:
10-01-1953 .
The corporate powers of a mutual life insurance corporation
shall be exercised by, and its business and affairs shall be controlled by, a
board of directors or trustees composed of not less than three nor more than
twenty-one natural persons who are policyholders or members of said
corporation. The members of such board shall be at least eighteen years of age,
and at least three members must be residents and citizens of this state.
Effective Date:
01-01-1974 .
In order to secure continuity of membership in its board of
directors or trustees, the articles of incorporation of any mutual life
insurance corporation may provide for division of the board into not more than
three classes, as nearly equal in number as possible, and may fix the term of
office for each class.
Unless such provision is made in the articles of incorporation,
all directors and trustees shall be elected annually.
Effective Date:
10-01-1953 .
Meetings of the board of directors or trustees of any mutual
life insurance corporation shall be upon such notice as the code of regulations
prescribes. Attendance of a director or trustee at any meeting constitutes a
waiver of notice of such meeting, except when a director or trustee attends the
meeting for the express purpose of objecting to the transaction of any business
because the meeting is not lawfully called or convened. The notice or waiver of
notice need not specify the business to be transacted at, nor the purpose of,
any regular or special meeting of the board of directors or trustees.
Effective Date:
10-01-1953 .
If the code of regulations of any mutual life insurance
corporation so provides, the board of directors or trustees, by a resolution
adopted by a majority of the whole board, may designate three or more of its
number to constitute an executive committee, which committee shall, to the
extent provided in the resolution or in the code of regulations, have and
exercise, during the interim between the meetings of the board, all of the
authority of the board in the management of the corporation.
The designation of such committee shall not relieve the board,
or any member thereof, of any responsibility imposed by law.
Effective Date:
10-01-1953 .
The code of regulations of any mutual life insurance
corporation shall provide that each policyholder of the corporation shall be a
member of the corporation.
As used in this section, "policyholder" means the person
insured under an individual policy of life insurance, and the person to whom
any annuity or pure endowment is presently or prospectively payable by the
terms of an individual annuity or pure endowment contract, except where the
policy or contract declares some other person to be the owner or holder
thereof, in which case such owner or policyholder shall be deemed the
policyholder, and except in cases of assignment. In the case of any individual
policy or contract insuring two or more persons jointly or in case the policy
or contract declares two or more persons to be the owner, the persons insured
or declared to be the owner are considered as one policyholder. In case any
such policy or contract has been assigned by an assignment absolute on its face
to an assignee other than the corporation and such assignment is filed at the
principal office of the corporation, then such assignee shall be deemed a
policyholder, but for the purpose of determining voting rights such assignment
is not effective until thirty days after it has been filed with the
corporation. Except as provided in this section an assignee of a policy or
contract shall not be deemed a policyholder.
Such code of regulations shall provide that each policyholder
who is insured in the sum of at least one thousand dollars, or who is the
holder of an annuity which at normal date of maturity requires the payment of
one hundred dollars or more annually, and whose insurance or contract of
annuity is then in force and has been in force for at least one year prior to a
policyholders' meeting, shall be entitled to only one vote, irrespective of the
number of policies or contracts held by him or their amount.
The power to make, alter, amend, or repeal the code of
regulations is vested in the board of directors or trustees, unless it is
reserved to the members by the articles of incorporation.
The code of regulations of a mutual legal reserve life
insurance corporation shall provide that such corporation shall issue no policy
of life insurance or annuity contract which provides for the payment of any
assessment by any policyholder or member in addition to the regular premium
charged for such insurance or annuity.
Effective Date:
10-01-1953 .
| (A) |
A domestic
mutual life insurance company may become a stock life insurance company,
pursuant to sections
3913.11
to
3913.13
of the Revised Code, provided that the company have unassigned surplus at least
equal to the capital and surplus required under section
3907.05
of the Revised Code for a life insurance company to commence business in this
state, that such conversion will benefit the company, that adequate provision
for protection of the policyholders' interests is made, and that such
conversion is not inequitable, unreasonable, or contrary to law.
"Policyholder", as used in sections
3913.11
to
3913.13
of the Revised Code, means a policyholder as defined in section
3913.10 of
the Revised Code and the qualifications for voting shall be as provided in that
section. |
| (B) |
The board of
directors of a mutual life insurance company desiring to become a stock life
insurance company shall, by a majority vote, adopt a resolution stating the
reason it believes such conversion would be of benefit to the company and its
policyholders, and setting forth a plan of conversion and explanation thereof,
a schedule of the steps to be followed in effecting the conversion, and a
statement of the organization of the new company and its capitalization,
including the number of shares of capital stock and the price per share for
which the stock is to be issued. Five certified copies of such resolution shall
be filed with the superintendent of insurance, together with the following:
| (1) |
A
copy of the charter or articles of incorporation of the company, together with
the proposed articles of incorporation of the new company; |
| (2) |
Complete annual financial statements of the company for the five accounting
periods immediately preceding the date of the resolution, based on generally
recognized insurance accounting principles; |
| (3) |
A
draft of the prospectus to be sent to the policyholders, which shall contain a
full disclosure of the details of the proposed conversion; |
| (4) |
Such other and further statements, affidavits, books, records, papers,
information, and data, as the superintendent may require. |
|
| (C) |
Within thirty days of the filing of the resolution and supporting documents and
information required by division (B) of this section, the superintendent shall
review them, and if it appears on their face that such conversion meets the
requirements contained in division (A) of this section,
the
superintendent shall order an examination of the company. If
the
superintendent finds that such conversion does not meet the requirements
contained in division (A), the superintendent shall issue a written order
prohibiting the conversion, stating in detail the reasons therefor. The company
may, within thirty days after issuance of such order of prohibition, submit
modifications to the proposed conversion, and after finding that
the conversion as so modified meets the requirements contained in division (A)
the
superintendent shall rescind the prior order
and order an examination of the company. The examination conducted pursuant to
this section shall be such as is necessary to verify that such conversion will
meet the requirements contained in division (A). The expenses of such
examination shall be paid by the company. |
| (D) |
Upon completion of the examination, the superintendent shall appoint an
appraisal committee, consisting of a fellow of the society of actuaries, an
attorney at law, and a person who by reason of knowledge and experience is
specially qualified in the valuation of insurance companies. No member of such
committee shall have any direct or indirect interest in the company's affairs,
nor shall any member be an employee of the department of insurance. Each such
appraiser shall receive reasonable compensation for the appraiser's
services, plus reasonable expenses, as approved by the superintendent, which
compensation and expenses shall be paid by the company. The appraisal committee
shall determine the value of the company as of the date of the examination
conducted pursuant to this section, taking into consideration the admitted and
non-admitted assets, reserves, and other liabilities, equity in unearned
premium reserves, the value of the agency plant, the value of insurance in
force, and any other factor affecting the value of the company. The appraisal committee
shall confirm or modify the determination of the board of directors as to the
consideration to be given to each policyholder, including, if applicable, the
number of shares of the new corporation and establish the
priority rights for subscription to any additional shares that may be issued to
each policyholder pursuant to section
3913.12
of the Revised Code. Certified copies of the report of the appraisers shall be
filed with the superintendent and sent to the company.
|
| (E) |
Within sixty days after the appraisal committee files its report with the
superintendent, the company shall call a meeting of policyholders. Notice of
the time and place of such meeting shall be sent by mail to each policyholder
at the
policyholder's post office address as it appears on the books of the
company, and to the superintendent, at least thirty days prior to such meeting.
Such notice shall include a copy of the prospectus required under division
(B)(3) of this section as approved by the superintendent, a summary of the
examination approved by the superintendent, a uniform ballot for voting on the
question of conversion, together with a postage prepaid envelope for the return
of such ballot, a copy or summary of the report of the appraisal committee, a
statement of the consideration to be given to the policyholder, including, if
applicable, the number of shares of the new company to be issued to the
policyholder and the priority rights of the policyholder for subscription to
any additional shares that may be issued, and a statement that if the
conversion is approved by the policyholders, the superintendent will fix a time
and place for a public hearing on such conversion not more than sixty days
after the date of such meeting. The superintendent shall appoint sufficient
inspectors to conduct the voting at said meeting and to determine all questions
concerning the verification of ballots, the qualifications of voters, and the
canvass of the vote. The inspectors shall certify to the superintendent and to
the company the result of such proceedings. Voting at such meeting may be in
person, by proxy, or by mail as provided in this division. All necessary
expenses incurred by the department in connection with such meeting, and
certified by the superintendent, shall be paid by the company. |
| (F) |
If
such conversion is approved at such meeting by the affirmative vote of a
majority of the policyholders of such company voting at the meeting, the
superintendent shall fix the time and place for a public hearing not more than
sixty days after the date of such meeting. Otherwise,
the
superintendent shall issue an order prohibiting the conversion. Notice of
the time and place of such hearing shall be published once each week for two
consecutive weeks in a newspaper of general circulation in the county where the
home office of the company is located, and in Franklin county, and the last
such publication shall be at least fifteen days prior to the date of such
hearing. The expenses of publication of notice shall be paid by the company. At
such hearing, the superintendent shall hear any person adversely affected by
the conversion, who may present the person's position, arguments, or contentions,
offer and examine witnesses, and present evidence tending to show that such
conversion does not meet the requirements contained in division (A) of this
section. If the superintendent finds that such conversion meets such
requirements, the superintendent shall issue
a
written order accepting the report of the appraisal committee and authorizing
the conversion. Otherwise, the superintendent shall issue such order as is
appropriate to the superintendent's findings. |
| (G) |
At
or after the issuance of the order authorizing the conversion, the articles of
incorporation of the new company as approved by the superintendent shall be
filed with the secretary of state. When such articles of incorporation of the
new company are filed and accepted by the secretary of state, the mutual life
insurance company shall become a stock life insurance company, and all property
of every description and every interest therein, and all obligations of,
belonging to, or due the mutual company shall thereafter be considered vested
in the stock company without further act or deed. The stock insurance company
shall be liable for all obligations of the mutual company and any claim
existing or action or proceeding pending by or against the company may be
prosecuted to judgment, with right of appeal as in other cases, as if such
conversion had not taken place. All rights of creditors, and all liens upon the
property of the mutual company shall be preserved unimpaired, limited in lien
to the property affected by such liens immediately prior to the effective date
of the conversion. The directors and
officers of the mutual company shall serve as the directors and officers of the
new company, until new directors and officers have been duly elected and
qualified pursuant to the articles of incorporation and by-laws of the new
company, and as otherwise provided by law.
|
| (H) |
Upon the conversion becoming effective pursuant to division (G) of this
section, the new company shall forthwith proceed with winding up the affairs of
the mutual company, and with the issuance of stock and priority rights in
accordance with section
3913.12
of the Revised Code. Within six months after such effective date of the
conversion, the new company shall file with the superintendent a written report
containing such information as the superintendent may require to fully apprise
the
superintendent of the status of the conversion and whether it has been or
is being carried out in accordance with its terms and according to
law. |
Amended by
133rd General Assembly File No. TBD, HB 339, §1,
eff. 1/1/2021.
Effective Date:
09-24-1986 .
| (A) |
In
effecting a conversion of a mutual life insurance company into a stock life
insurance company, each policyholder is entitled to consideration in an amount
equal to his equitable share of the value of the mutual company as provided for
in the plan of conversion. Such consideration may be in the form of stock,
either common or preferred, warrants, bonds, debentures, cash, or increased
benefits. If the plan provides for consideration in the form of stock and if
such equitable share of the value of the mutual company entitles a policyholder
to a fractional share of stock, he shall have the option of receiving the value
of such fractional share in cash or of purchasing such additional fraction as
will entitle him to a full share. If the plan of conversion provides for
consideration in the form of stock and if the initial issue of stock of the new
company exceeds the number of shares to which the policyholders are entitled in
the aggregate, each policyholder is also entitled to preemptive rights in
subscribing to his proportionate number of shares of such excess. |
| (B) |
The value of the company is the value as
determined by the appraisal committee pursuant to division (D) of section
3913.11 of the Revised Code, and
approved by the superintendent of insurance. The equitable share of the value
of the new company held by each policyholder shall be determined by the ratio
which the premiums paid by the policyholder and the dividends paid or credited
to him during the three year period preceding, and the reserve on his policy
on, the date of the examination conducted pursuant to division (C) of section
3913.11 of the Revised Code bear
to the total premiums received and dividends paid or credited by the company
during the same period and the reserves on all policies, appropriate weight
being given to premiums, dividends, and reserves as the company with the
approval of the superintendent of insurance deems appropriate in the
circumstances. |
| (C) |
Upon
conversion of a mutual life insurance company to a stock life insurance
company, each policyholder's ownership interest in the mutual company
terminates except for the shares of the new company or other consideration in
lieu thereof which said policyholder is entitled to receive and except for all
other rights arising under his policy or policies of insurance. |
Effective Date:
09-24-1986 .
Any policyholder adversely affected by an order of the
superintendent of insurance pursuant to division (F) of section
3913.11 of the Revised Code, may
appeal to the court of common pleas of Franklin county pursuant to section
119.12 of the Revised Code.
Effective Date:
07-17-1970 .
As used in sections 3913.20 to
3913.23, inclusive, of the Revised
Code:
| (A) |
"Policy" means a contract
of insurance, other than life insurance issued on the mutual plan, and includes
the master contract for group insurance, and also includes any policy or
policies from or in continuation of which a policy in effect on the date of the
examination conducted pursuant to division (C) of section
3913.21 of the Revised Code has
been reissued or renewed. |
| (B) |
"Policyholder" means the person, group of persons, association, corporation,
partnership, or other entity named as the insured under a mutual policy of
insurance other than life issued and in force on the date of the examination
conducted pursuant to division (C) of section
3913.21 of the Revised Code.
|
Effective Date:
11-06-1969 .
| (A) |
A domestic
mutual insurance company other than life may become a stock insurance
corporation other than life, pursuant to sections
3913.20 to
3913.23 of the Revised Code,
provided that such conversion will benefit the company, that adequate provision
for protection of the policyholders' interests is made, and that such
conversion is not inequitable, unreasonable, or contrary to law. |
| (B) |
The board of directors of a mutual
company desiring to become a stock insurance corporation shall, by a majority
vote, adopt a resolution stating the reason it believes such conversion would
be of benefit to the company and its policyholders, and setting forth a plan of
conversion and explanation thereof, a schedule of the steps to be followed in
effecting the conversion, and a statement of the organization of the new
corporation and its capitalization, including the number of shares of capital
stock and the price per share for which the stock is to be issued. Five
certified copies of such resolution shall be filed with the superintendent of
insurance, together with the following:
| (1) |
A
copy of the charter or articles of incorporation of the company, together with
the proposed articles of incorporation of the new corporation; |
| (2) |
Complete financial statements of the
company, both current and for the five accounting periods immediately preceding
the date of the resolution, based on generally recognized insurance accounting
principles, including a statement of the nonadmitted assets and equity in the
unearned premium reserve, income statement, and other statements and data
necessary to show the true financial condition of the company; |
| (3) |
A draft of the prospectus to be sent to
the policyholders, which shall contain a full disclosure of the details of the
proposed conversion; |
| (4) |
Such other
and further statements, affidavits, books, records, papers, information, and
data, as the superintendent may require. |
|
| (C) |
Within thirty days of the filing of the resolution
and supporting documents and information required by division (B) of this
section, the superintendent shall review them, and if it appears on their face
that such conversion meets the requirements contained in division (A) of this
section, the superintendent shall order an examination of the company. If the
superintendent finds that such conversion does not meet the requirements
contained in division (A) of this section, the superintendent shall issue a
written order prohibiting the conversion, stating in detail the reasons
therefor. The company may, within thirty days after issuance of such order of
prohibition, submit modifications to the proposed conversion, and if the
superintendent finds that the conversion as so modified meets the requirements
contained in division (A) of this section the superintendent shall rescind the
prior order and order an examination of the company. The examination conducted
pursuant to this section shall be such as is necessary to verify that such
conversion will meet the requirements contained in division (A) of this
section. The expenses of such examination shall be paid by the company.
|
| (D) |
Upon completion of the
examination, the superintendent shall appoint an appraisal committee,
consisting of a certified public accountant, an attorney at law, and a person
who by reason of knowledge and experience is specially qualified in the
valuation of insurance companies. No member of such committee shall have any
direct or indirect interest in the company's affairs, nor shall any member be
an employee of the department of insurance. Each such appraiser shall receive
reasonable compensation for the appraiser's services, plus reasonable expenses,
as approved by the superintendent, which compensation and expenses shall be
paid by the company. The appraisal committee shall determine the value of the
company as of the date of the examination conducted pursuant to this section,
taking into consideration the admitted and nonadmitted assets, liabilities,
equity in unearned premium reserves, the value of the agency plant, the value
of insurance in force, and any other factor affecting the value of the company.
Surplus contribution notes issued and outstanding under section
3901.72 of the Revised Code shall
be considered as liabilities in determining the value of the company. The appraisal committee shall also determine the number of
shares of the new corporation and priority rights for subscription to shares to
be issued to each policyholder pursuant to section
3913.22 of the Revised Code.
Certified copies of the report of the appraisers shall be filed with the
superintendent and sent to the company.
|
| (E) |
Within sixty days after the appraisal committee
files its report with the superintendent, the company shall call a meeting of
the mutual policyholders. Notice of the time and place of such meeting shall be
sent by mail to each policyholder at his post office address as it appears on
the books of the applicant, and to the superintendent, at least thirty days
prior to such meeting. Such notice shall include a copy of the prospectus
required under division (B)(3) of this section as approved by the
superintendent, a summary of the examination approved by the superintendent, a
uniform ballot for voting on the question of conversion, together with a
postage prepaid envelope for the return of such ballot, a copy or summary of
the report of the appraisal committee, and a statement of the number of shares
of the new corporation to be issued to the policyholder and the priority rights
of the policyholder for subscription to any additional shares that may be
issued. The superintendent shall appoint sufficient inspectors to conduct the
voting at said meeting and to determine all questions concerning the
verification of ballots, the qualifications of voters, and the canvass of the
vote. The inspectors shall certify to the superintendent and to the applicant
the result of such proceedings. All necessary expenses incurred by the
department in connection with such meeting, and certified by the
superintendent, shall be paid by the company. |
| (F) |
If a majority of votes cast are in favor of
conversion, the superintendent shall fix the time and place for a public
hearing. Otherwise, the superintendent shall issue an order prohibiting the
conversion. Thirty days notice of such hearing shall be sent by mail to each
policyholder, and notice of the time and place of such hearing shall be
published once each week for two consecutive weeks in a newspaper of general
circulation in the county where the home office of the company is located, and
in Franklin county, and the last such publication shall be at least fifteen
days prior to the date of such hearing. The expenses of mailing and publication
of notice shall be paid by the company. At such hearing, the superintendent
shall hear any person adversely affected by the conversion, who may present a
position, arguments, or contentions, offer and examine witnesses, and present
evidence tending to show that such conversion does not meet the requirements
contained in division (A) of this section. If the superintendent finds that
such conversion meets such requirements, the superintendent shall issue a
written order accepting the report of the appraisal committee and authorizing
the conversion. Otherwise, the superintendent shall issue such order as is
appropriate to the superintendent's findings. |
| (G) |
At or after the issuance of the order of
authorizing the conversion, the articles of incorporation of the new
corporation as approved by the superintendent shall be filed with the secretary
of state. When such articles of incorporation of the new corporation are filed
and accepted by the secretary of state, the mutual insurance company shall
become a stock insurance corporation, and all property of every description and
every interest therein, and all obligations of, belonging to, or due the mutual
company shall thereafter be taken and deemed to be vested in the stock
corporation without further act or deed. The stock insurance corporation shall
be liable for all obligations of the mutual company and any claim existing or
action or proceeding pending by or against the company may be prosecuted to
judgment, with right of appeal as in other cases, as if such conversion had not
taken place. All rights of creditors, and all liens upon the property of the
mutual company shall be preserved unimpaired, limited in lien to the property
affected by such liens immediately prior to the effective date of the
conversion. The holders of surplus contribution notes issued and outstanding
under section
3941.10 of the Revised Code shall
have the option of continuing to hold such notes for repayment according to
their terms, or of cancelling such notes in exchange for such shares of stock
in the new corporation as the amount of unpaid principal and interest will
purchase. If such unpaid principal and interest entitle the holder of any such
notes to a fractional share of stock upon their cancellation, the holder shall
have the option of receiving the value of such fractional share in cash or of
purchasing such additional fraction as will entitle the holder to a full share. The directors and officers of the mutual company shall serve as
the directors and officers of the new corporation, until new directors and
officers have been duly elected and qualified pursuant to the articles of
incorporation and by-laws of the new corporation, and as otherwise provided by
law.
|
| (H) |
Upon the
conversion becoming effective pursuant to division (G) of this section, the new
corporation shall forthwith proceed with winding up the affairs of the mutual
company, and with the issuance of stock and priority rights in accordance with
section 3913.22 of the Revised Code.
Within six months after such effective date of the conversion, the new
corporation shall file with the superintendent a written report containing such
information as the superintendent may require to become fully apprised of the
status of the conversion and whether it has been or is being carried out in
accordance with its terms and according to law. |
Effective Date:
03-03-1996 .
| (A) |
In
effecting a conversion of a mutual insurance company into a stock insurance
corporation pursuant to sections
3913.20 to
3913.23, inclusive, of the Revised
Code, each mutual policyholder is entitled to such shares of stock of the new
corporation as his equitable share of the value of the mutual company will
purchase. If such equitable share of the value of the mutual company entitles a
policyholder to a fractional share of stock, he shall have the option of
receiving the value of such fractional share in cash or of purchasing such
additional fraction as will entitle him to a full share. If the initial issue
of stock to the new corporation exceeds the number of shares to which the
mutual policyholders are entitled in the aggregate, each mutual policyholder is
also entitled to preemptive rights in subscribing to his proportionate number
of shares of such excess. |
| (B) |
The
value of the company is the value as determined by the appraisal committee
pursuant to division (D) of section
3913.21 of the Revised Code, and
approved by the superintendent of insurance. The equitable share of the value
of the company held by each mutual policyholder shall be determined as follows:
| (1) |
By the ratio which the total net premiums
paid, in respect to his mutual policy or policies in force on the date of the
examination conducted pursuant to division (C) of section
3913.21 of the Revised Code,
within the period including the five accounting periods preceding the date of
such examination and including the time from the end of the last such
accounting period to the date of the examination, bears to the total net
premiums paid in the same period in respect to all mutual policies of the
company in force on the date of such examination; or |
| (2) |
If the company is a perpetual deposit
insurance company, by the ratio which each mutual policyholders premium deposit
bears to the total premium deposits held by the company, provided that, if the
company has held the premium deposit for less than five years, the equitable
share of each mutual policyholder is ten per cent of such ratio for each full
six month period said deposit has been held by the company. As used in this
section, "net premium" means gross premium less return premium and dividends
paid. |
|
| (C) |
Shares shall
be issued to the owner or owners of a mutual policy in force on the date of the
examination conducted pursuant to division (C) of section
3913.21 of the Revised Code, as
such owner or owners appear on the face of the policy. If ownership of a policy
has been assigned by a writing absolute on its face to an assignee other than
the mutual company, and such assignment is in effect and on file at the
principal office of the new corporation on the date shares are issued the
assignee shall be deemed the owner of the policy. |
| (D) |
From and after the date of issuance of shares to a
policyholder pursuant to sections
3913.20 to 3913.24, inclusive, of
the Revised Code, his ownership interest in the company as a mutual
policyholder terminates, and such ownership interest shall thenceforth be
represented solely by the shares of stock in the new corporation issued to him,
but no other rights or liabilities of the policyholder arising under his policy
are affected by such issuance of stock. |
Effective Date:
12-17-1971 .
Any policyholder adversely affected by an order of the
superintendent of insurance pursuant to division (F) of section
3913.21 of the Revised Code, may
appeal to the court of common pleas of Franklin county pursuant to section
119.12 of the Revised Code.
Effective Date:
11-06-1969 .
As used in sections 3913.25 to
3913.38 of the Revised Code:
| (A) |
"Intermediate holding company"
means a stock corporation that owns all of the shares of voting stock of one or
more reorganized stock companies after a reorganization under sections 3913.25
to 3913.38 of the Revised Code.
"Intermediate holding company" also means a stock corporation that is the
parent or subsidiary of another intermediate holding company. |
| (B) |
"Mutual insurance company" means a
domestic or foreign mutual life insurance company or a domestic or foreign
mutual insurance company other than a mutual life insurance company. |
| (C) |
"Mutual insurance holding company" means
a domestic mutual insurance holding company incorporated pursuant to a
reorganization plan adopted under sections
3913.26 to
3913.28 of the Revised Code, which
company is the parent company of a reorganized stock company or of an
intermediate holding company. |
| (D) |
"Policyholder" has the same meaning as in section
3913.10 of the Revised Code when
used with respect to a life insurance company, and has the same meaning as in
section 3913.20 of the Revised Code when
used with respect to an insurance company other than a life insurance company.
|
| (E) |
"Reorganization plan" means a
reorganization plan adopted by a mutual insurance company's board of directors
in accordance with section
3913.26 of the Revised Code.
|
| (F) |
"Reorganized stock company"
means the domestic or foreign stock insurance company resulting from a domestic
or foreign mutual insurance company's reorganization under sections 3913.25 to
3913.38 of the Revised Code.
|
| (G) |
"Voting stock" means
securities of any class or any ownership interest having voting power for the
election of directors, trustees, or management of a person, other than
securities having voting power only as a result of the occurrence of a
contingency. |
Effective Date:
09-16-1997 .
| (A) |
A mutual
insurance company, by itself or together with one or more other mutual
insurance companies acting pursuant to a joint reorganization plan, may
reorganize in accordance with the requirements of sections
3913.25 to
3913.38 of the Revised Code.
|
| (B) |
| (1) |
A mutual insurance company may adopt a
reorganization plan that is consistent with the requirements of sections
3913.25 to
3913.38 of the Revised Code. Such
a reorganization plan may only be adopted by the affirmative vote of not less
than two-thirds of the mutual insurance company's board of directors.
|
| (2) |
At any time prior to the
mailing to policyholders of the notice pursuant to division (B) of section
3913.27 of the Revised Code, which
notice includes a summary of the reorganization plan, a mutual insurance
company's board of directors may amend the reorganization plan by the
affirmative vote of not less than two-thirds of the board of directors. At any
time before a reorganization plan has received the approval of the
superintendent of insurance under section
3913.28 of the Revised Code, a
mutual insurance company's board of directors may withdraw the reorganization
plan by the affirmative vote of not less than two-thirds of the board of
directors. |
|
| (C) |
A
reorganization plan shall provide for the incorporation of a mutual insurance
holding company, and shall provide for the continuation of the corporate
existence of the mutual insurance company as a stock insurance company.
|
| (D) |
A reorganization plan shall
provide that all of the initial shares of voting stock of a reorganized stock
company shall be issued to its parent mutual insurance holding company or to an
intermediate holding company. Nothing in sections
3913.25 to
3913.38 of the Revised Code,
however, shall be construed as limiting or restricting the authority of a
reorganized stock company or of an intermediate holding company to issue
securities other than voting stock. |
| (E) |
| (1) |
A
reorganization plan shall provide that the membership interests of the
policyholders of a mutual insurance company shall become membership interests
in the mutual insurance holding company, and that concurrently the
policyholders' membership interests in the mutual insurance company shall be
extinguished. |
| (2) |
A
reorganization plan shall provide that the policyholders of the reorganized
stock company shall become members of the mutual insurance holding company in
accordance with the articles of incorporation and the code of regulations of
the mutual insurance holding company. |
|
| (F) |
A reorganization plan shall provide that the
mutual insurance holding company shall at all times own a majority of the
voting stock of the reorganized stock company. Alternatively, a reorganization
plan shall provide that the mutual insurance holding company shall at all times
own a majority of the voting stock of an intermediate holding company, which
intermediate holding company shall at all times own all of the voting stock of
the reorganized stock company. The shares of voting stock required to be owned
by the mutual insurance holding company, and by the intermediate holding
company, if any, shall not be pledged, hypothecated, or in any way encumbered
with regard to any obligation, guaranty, or commitment undertaken by or on
behalf of the mutual insurance holding company, or the intermediate holding
company, if any. |
| (G) |
The board of
directors of a mutual insurance company shall file all of the following with
the superintendent within ninety days after adopting a reorganization plan:
| (1) |
The reorganization plan; |
| (2) |
The forms of notices to be provided to
policyholders under division (B) of section
3913.27 of the Revised Code;
|
| (3) |
The form of proxy, if any, to
be solicited from policyholders; |
| (4) |
The proposed articles of incorporation
and code of regulations for the mutual insurance holding company and the
reorganized stock company, and, if applicable, for an intermediate holding
company. The articles of incorporation and code of regulations shall be signed
by the chairperson of the board, the president or vice-president, and by the
secretary or an assistant secretary, of the mutual insurance company.
|
| (5) |
Such other documents or
information as the superintendent may require. |
|
| (H) |
Nothing in sections
3913.25 to
3913.38 of the Revised Code shall
limit or restrict an intermediate holding company's authority under section
1701.13 of the Revised Code to
form or acquire the control of other corporations, whether domestic or foreign,
profit or nonprofit. |
Effective Date:
09-16-1997 .
| (A) |
A
reorganization plan adopted by a mutual insurance company's board of directors
pursuant to section
3913.26 of the Revised Code shall
be voted upon by a mutual insurance company's policyholders at a policyholders'
meeting. A policyholder is entitled to cast only one vote, in person or by
proxy, on the reorganization plan regardless of the number of policies or
contracts that the policyholder may own or hold. Only proxies specifically
related to the reorganization plan shall be used in determining whether the
reorganization plan is approved pursuant to division (C) of this section.
|
| (B) |
All policyholders shall be
given notice of the policyholders' meeting to vote upon the reorganization plan
at least thirty days prior to the date fixed for the policyholders' meeting.
Notice of the time and place of such meeting shall be sent by mail to each
policyholder at the policyholder's post office address as it appears on the
books and records of the company. The notice shall include a summary of the
reorganization plan adopted by the board of directors, including an analysis of
the material financial aspects and potential for dilution of policyholders'
interests in the mutual insurance company under the reorganization plan, a
uniform ballot for voting on the question of the reorganization plan, and a
statement informing the policyholders that the superintendent of insurance may
fix a time and place for a public hearing on the reorganization plan, to be
held within thirty days after the superintendent's receipt of written notice
from the board of directors of the policyholders' approval of the
reorganization plan. |
| (C) |
A
reorganization plan shall be approved upon receiving the affirmative vote of at
least a majority of the votes cast by policyholders. |
| (D) |
| (1) |
If a
reorganization plan is approved at the policyholders' meeting, the board of
directors of a mutual insurance company shall provide the superintendent with
written notice of that approval within ten days after the policyholders'
meeting. |
| (2) |
The superintendent
may, within ten days after receiving the notice from the board of directors,
provide written notice to the mutual insurance company of the superintendent's
intent to conduct one or more public hearings on the reorganization plan. At a
minimum, the superintendent's notice to the mutual insurance company shall
include a time and a place for the first public hearing, which shall be held
within thirty days after the superintendent's receipt of the notice from the
board of directors. |
| (3) |
Within
ten days after the mutual insurance company's receipt of a notice from the
superintendent of the superintendent's intent to conduct one or more public
hearings on the reorganization plan, if such notice is provided, the mutual
insurance company shall provide notice of the time and place of such hearing by
causing this information to be published once each week for two consecutive
weeks in a newspaper published and of the largest circulation in the counties
of Cuyahoga, Franklin, Hamilton, and Lucas, in the county in this state in
which the mutual insurance company has its principal office, and in the
newspaper of the largest circulation in the state capital of each state of the
United States in which the company maintains an office or agency for the
solicitation of insurance. |
|
| (E) |
The proposed articles of incorporation and code of
regulations for the mutual insurance holding company and the reorganized stock
company, and, if applicable, for an intermediate holding company, as filed with
the superintendent pursuant to division (G)(4) of section
3913.26 of the Revised Code, shall
also be voted upon by the mutual insurance company's policyholders at the
policyholders' meeting held pursuant to this section. The articles of
incorporation and code of regulations shall be adopted upon receiving the
affirmative vote of at least a majority of the votes cast by policyholders.
|
| (F) |
At all public hearings
conducted by the superintendent pursuant to the superintendent's authority
under division (D)(2) of this section, the superintendent may summon and compel
the attendance and testimony of witnesses and the production of books and
papers. The superintendent shall hear the testimony of persons claiming to be
adversely affected by the reorganization plan, and of others wishing to comment
on the reorganization plan. Such persons may present a position and offer
comments concerning the reorganization plan, including a position and comments
concerning whether the reorganization plan is fair and equitable to the mutual
insurance company's policyholders and whether it complies with sections
3913.25 to
3913.38 of the Revised Code.
|
| (G) |
A mutual insurance company's
failure to provide a member or members with the notice required by this section
shall not impair the validity of any action taken under sections
3913.25 to
3913.38 of the Revised Code, if
the mutual insurance company has complied substantially and in good faith with
all notice requirements. The determination as to such compliance shall be made
by the superintendent. |
Effective Date:
09-16-1997 .
| (A) |
A mutual
insurance company shall not proceed with a reorganization plan approved by the
mutual insurance company's policyholders under section
3913.27 of the Revised Code until
the reorganization plan has been reviewed by, and has received the approval of,
the superintendent of insurance, and the articles of incorporation for the
mutual insurance holding company and the reorganized stock company, and, if
applicable, for an intermediate holding company, have been examined and
approved by the attorney general in accordance with this section. |
| (B) |
The superintendent shall approve a
reorganization plan if, upon review, the superintendent finds all of the
following:
| (1) |
The adoption, approval, and
contents of the reorganization plan comply with sections
3913.25 to
3913.38 of the Revised Code;
|
| (2) |
The mutual insurance company
has properly filed all documents, forms, and other information required by
division (G) of section
3913.26 of the Revised Code;
|
| (3) |
The reorganization plan is fair
and equitable to the mutual insurance company's policyholders.
|
|
| (C) |
The superintendent
may retain qualified experts, at the mutual insurance company's expense, to
assist in reviewing the reorganization plan. |
| (D) |
The superintendent shall approve or reject a
reorganization plan not later than sixty days after the later of the approval
of the reorganization plan by the mutual insurance company's policyholders or
the completion of public hearings held in accordance with section
3913.27 of the Revised Code. The
superintendent may extend this time period by an additional sixty days by
providing written notice to the mutual insurance company. |
| (E) |
Upon deciding to approve or to reject a
reorganization plan, the superintendent shall notify the mutual insurance
company of the decision by regular mail. If the superintendent rejects a
reorganization plan, the superintendent's notice shall detail the reasons for
the rejection. |
| (F) |
A mutual
insurance company shall file the following documents with the superintendent
within thirty days after receiving notice from the superintendent of the
superintendent's approval of a reorganization plan:
| (1) |
The minutes of the policyholders' meeting
at which the reorganization plan was approved; |
| (2) |
The articles of incorporation and code of
regulations for the mutual insurance holding company and the reorganized stock
company, and, if applicable, for an intermediate holding company, as adopted by
the mutual insurance company's policyholders under section
3913.27 of the Revised Code.
|
|
| (G) |
| (1) |
A mutual insurance company shall submit the
articles of incorporation for the mutual insurance holding company and the
reorganized stock company, and, if applicable, for an intermediate holding
company, as adopted by the mutual insurance company's policyholders under
section 3913.27 of the Revised Code, to
the attorney general for the attorney general's examination and approval. If,
upon examination, the attorney general finds that the articles of incorporation
are in accordance with applicable sections of the Revised Code, and not
inconsistent with the constitution and laws of the United States and of this
state, the attorney general shall approve of the articles of incorporation. The
attorney general shall notify the mutual insurance company of the approval by
regular mail. |
| (2) |
Upon obtaining
the approvals of the superintendent and the attorney general under this
section, the mutual insurance company's board of directors shall file the
following with the secretary of state:
| (a) |
A
certificate of reorganization, signed by the chairperson of the board, the
president or a vice-president, and the secretary or an assistant secretary of
the mutual insurance company. The articles of incorporation for the mutual
insurance holding company and the reorganized stock company, and, if
applicable, for an intermediate holding company, as adopted by the mutual
insurance company's policyholders under section
3913.27 of the Revised Code, shall
accompany the certificate of reorganization. |
| (b) |
A statement, signed by the chairperson of
the board, the president or a vice-president, and the secretary or an assistant
secretary, of the mutual insurance company, of the manner of the adoption of
the articles of incorporation for the mutual insurance holding company and the
reorganized stock company, and, if applicable, for an intermediate holding
company; |
| (c) |
Copies of the
approvals obtained from the superintendent and attorney general under this
section. |
|
|
| (H) |
A reorganization plan shall be effective upon the filing of all of the
documents and statements required by division (G) of this section, or at such
later date as the certificate of reorganization may provide. |
| (I) |
After a reorganization plan takes
effect, the superintendent shall have jurisdiction over the mutual insurance
holding company, and, if applicable, over an intermediate holding company, in
order to ensure that the interests of the mutual insurance company's
policyholders are protected. |
Effective Date:
09-16-1997 .
| (A) |
Proposed
amendments to the articles of incorporation of a mutual insurance holding
company may be adopted at any members' meeting. The board of directors of a
mutual insurance holding company shall provide notice of any members' meeting
conducting a vote on the adoption of an amendment to the articles of
incorporation in a newspaper of general circulation published in the county
where the company's principal place of business is located, at least thirty
days prior to the members' meeting. Where the amendment is not inconsistent
with the constitution and laws of this state and of the United States, the
amendment may be adopted by the affirmative vote of at least three-fifths of
the members present and voting at the meeting. After adopting an amendment, the
board of directors shall submit the amendment to the attorney general for
examination and approval. |
| (B) |
If,
upon examination, the attorney general finds that the amendments adopted at the
members' meeting are in accordance with applicable sections of the Revised
Code, and are not inconsistent with the constitution and laws of the United
States and of this state, the attorney general shall approve of the amendment
to the articles of incorporation. |
| (C) |
Upon receiving the approval of the attorney
general, the amendment and a certificate of the attorney general's approval
shall be filed in the office of the secretary of state, and shall thereupon be
in effect. After recording the amendment, the secretary of state shall deposit
a copy thereof with the superintendent of insurance. |
Effective Date:
09-16-1997 .
| (A) |
Upon a
reorganization plan taking effect in accordance with section
3913.28 of the Revised Code, the
corporate existence of the mutual insurance company shall continue in the
reorganized stock company. On the effective date of the reorganization, all of
the assets, rights, franchises, and interests of the mutual insurance company
in and to every species of property, whether real, personal, or mixed, and any
accompanying choses in action, shall be vested in the reorganized stock
company, without any deed or transfer, and the reorganized stock company shall
assume all the obligations and liabilities of the mutual insurance company.
|
| (B) |
Unless otherwise specified in
a reorganization plan, those persons who are the directors and officers of a
mutual insurance company on the effective date of the reorganization shall
serve as the directors and officers of the reorganized stock company until new
directors and officers are elected pursuant to the reorganized stock company's
articles of incorporation and code of regulations. |
Effective Date:
09-16-1997 .
All costs and expenses of the process of a reorganization under
sections 3913.25 to
3913.38 of the Revised Code shall
be paid for or reimbursed by the mutual insurance company, the reorganized
stock company, or an intermediate holding company.
Effective Date:
09-16-1997 .
| (A) |
A mutual
insurance company may reorganize by merging its policyholders' membership
interests into a domestic or foreign mutual insurance holding company and
continuing the corporate existence of the mutual insurance company as a
reorganized stock company. A mutual insurance company reorganizing under this
section shall comply with all applicable provisions of sections
3913.25 to
3913.38 of the Revised Code, and
all applicable laws of foreign jurisdictions, to effect the reorganization.
|
| (B) |
A domestic or foreign mutual
insurance holding company may reorganize by merging or consolidating its
membership interests into another domestic or foreign mutual insurance holding
company. A domestic or foreign mutual insurance holding company reorganizing
under this division shall comply with all applicable provisions of sections
3913.25 to
3913.38 of the Revised Code, and
all applicable laws of foreign jurisdictions, to effect the reorganization.
|
Effective Date:
09-16-1997 .
A membership interest in a mutual insurance holding company is
not a security under the laws of this state. No member of a mutual insurance
holding company may transfer membership in the mutual insurance holding company
or any right arising from membership.
Effective Date:
09-16-1997 .
| (A) |
Sections 3913.11 to 3913.13 and 3913.20 to 3913.23
of the Revised Code shall apply to a mutual insurance holding company as if the
mutual insurance holding company were a domestic mutual insurance company. The
members of the mutual insurance holding company are deemed to be members of a
domestic mutual insurance company for all purposes of such sections. |
| (B) |
A
reorganization of a domestic mutual life insurance company subject to sections
3913.25 to 3913.38 of the Revised Code is not subject to sections 3901.32 to 3901.323 of the Revised
Code. |
| (C) |
Notwithstanding division (B) of this section, for
a period of five years following the effective date of a reorganization under
sections 3913.25 to 3913.38 of the Revised Code, no person shall acquire
control of a reorganized stock company without compliance with sections 3901.32
to 3901.323 of the Revised Code. For purposes of this division, "control" has
the same meaning as in division (B) of section 3901.32 of the Revised Code,
except that control is presumed to exist if any person, directly or indirectly,
owns, controls, holds with the power to vote, or holds proxies representing
five per cent or more of the voting securities of any other person. |
| (D) |
An
intermediate holding company or, if there is no such company, a reorganized
stock company shall not issue shares of stock, in addition to the shares issued
pursuant to the reorganization plan under which the company was formed, without
the prior approval of the mutual insurance holding company as its majority
shareholder. The prior approval of the mutual insurance holding company must be
evidenced by a resolution of the board of directors of the mutual insurance
holding company delivered to the board of directors of the intermediate holding
company or the reorganized stock company prior to the issuance of the
additional shares. |
| (E) |
A mutual insurance holding company, and an
intermediate holding company, if any, are deemed to be insurers subject to
sections 3901.07, 3901.071, and 3901.48 of the Revised Code. |
Amended by
130th General Assembly File No. TBD, SB 140, §1,
eff. 9/4/2014.
Effective Date: 09-16-1997
.
| (A) |
A mutual
insurance holding company, and, if applicable, its intermediate holding
company, are deemed to be insurers subject to sections
3903.01 to
3903.76 of the Revised Code. A
mutual insurance holding company and the intermediate holding company
accordingly are deemed to be parties to any proceeding under sections
3903.01 to
3903.76 of the Revised Code
involving an insurance company that is a subsidiary of the mutual insurance
holding company or of the intermediate holding company as a result of a
reorganization under sections
3913.25 to
3913.38 of the Revised Code.
|
| (B) |
In any proceeding under
sections 3903.01 to
3903.76 of the Revised Code
involving a reorganized stock company, the assets of the mutual insurance
holding company, and, if applicable, its intermediate holding company, are
deemed to be assets of the reorganized stock company for purposes of satisfying
claims of the policyholders of the reorganized stock company. |
| (C) |
A mutual insurance holding company, and,
if applicable, its intermediate holding company, shall not be dissolved or
liquidated without compliance with the provisions of Chapter 3903. of the
Revised Code. Such companies are deemed to be domestic insurance companies for
purposes of a dissolution or liquidation under Chapter 3903. of the Revised
Code. |
Effective Date:
09-16-1997 .
Any action challenging the validity of, or arising out of,
actions taken or proposed to be taken in connection with a reorganization under
sections 3913.25 to
3913.38 of the Revised Code shall
be commenced no later than thirty days after the effective date of the
reorganization.
Effective Date:
09-16-1997 .
The superintendent of insurance may adopt rules in accordance
with Chapter 119. of the Revised Code to carry out the purposes of sections
3913.25 to
3913.38 of the Revised Code.
Effective Date:
09-16-1997 .
The attorney general may, under authority granted under common
law and sections
109.23,
109.24,
109.34, and
109.35 of the Revised Code, review
any transaction, as defined in section
109.34 of the Revised Code,
involving nonprofit health care entities. Nothing in section
3901.043 or sections
3913.25 to
3913.37 of the Revised Code shall
be construed to limit the independent authority of the attorney general to
protect and preserve charitable assets and charitable trusts of such entities.
In addition, nothing in this section shall be construed to limit or expand any
other common law or statutory authority of the attorney general.
Effective Date:
09-16-1997 .
| (A) |
Any insurer,
including any fraternal benefit society, that is organized under the laws of
another state and is admitted to transact the business of insurance in this
state may become a domestic insurer by complying with all of the requirements
of law relative to the organization and licensing of a domestic insurer of the
same type and by designating its principal place of business at a place in this
state. Such a domestic insurer shall be issued like certificates and licenses
to transact business in this state, is subject to the jurisdiction of this
state, and shall be recognized as an insurer formed under the laws of this
state as of the date of its original incorporation in its original domiciliary
state. The superintendent of insurance shall approve any proposed transfer of
domicile under this division unless the superintendent determines that the
transfer is not in the interest of policyholders of this state. |
| (B) |
Any
domestic insurer, upon the approval of the superintendent, may transfer its
domicile to any other state in which it is admitted to transact the business of
insurance. Upon such a transfer, the insurer shall cease to be a domestic
insurer, and shall be admitted to this state if qualified as a foreign insurer.
The superintendent shall approve any proposed transfer of domicile under this
division unless the superintendent determines that the transfer is not in the
interest of policyholders of this state. |
| (C) |
| (1) |
With respect to any insurer, including any fraternal benefit society, that is
licensed to transact the business of insurance in this state and that transfers
its domicile to this or any other state by merger, consolidation, or any other
lawful method, both of the following apply:
| (a) |
The
certificate of authority, agent appointments and licenses, rates, and other
items as allowed by the superintendent that are in existence at the time of the
transfer shall continue in effect upon the transfer if the insurer remains
qualified to transact the business of insurance in this state. |
| (b) |
All
outstanding policies shall remain in effect and need not be endorsed as to the
new name of the company or its new location unless so ordered by the
superintendent. |
|
| (2) |
Every transferring insurer as described in division (C)(1) of this section
shall file new policy forms with the superintendent on or before the effective
date of the transfer, but may use existing policy forms with appropriate
endorsements if allowed by, and under such conditions as are approved by, the
superintendent. Every such insurer shall notify the superintendent of the
details of the proposed transfer, and shall file promptly any resulting
amendments to corporate documents filed or required to be filed with the
superintendent. |
|
| (D) |
Nothing in this section or any other provision of the Revised Code prohibits an
insurer from transferring its domicile to this state because its charter,
bylaws, or any other organizational document contains characteristics of both a
mutual insurance company and a stock insurance company. |
| (E) |
The
superintendent, in accordance with Chapter 119. of the Revised Code, may adopt
rules to carry out the purposes of this section. |
Amended by
133rd General Assembly File No. TBD, HB 339, §1,
eff. 1/1/2021.
Effective Date:
06-30-1998 .