Ohio Revised Code Search

...f 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...

...ation 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 ...

...d 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 faithfull...

...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 ...

...s 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.

...e, 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.

...e 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 th...

...o 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.

...urance 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 de...

...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 insura...

...f 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 3913.1...

...r 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 pursuant to section 119.12 of the Revised Code.

... 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 e...

...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 reco...

...f 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 includin...

...r 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 pursuant to section 119.12 of the Revised Code.

...3.26 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 ...

...n 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 t...

...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.

...tes 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 subm...

...e shall deposit a copy thereof with the superintendent of insurance.

...ization, 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 otherwis...

...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.

...(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 a...

...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.