23-69-107. Articles of incorporation — Amendment.

23-69-107. Articles of incorporation — Amendment. (a) A domestic stock insurer may amend its articles of incorporation for any lawful purpose by written authorization of the holders of a majority of the voting power of its outstanding capital stock or by affirmative vote of a majority voting at a lawful meeting of stockholders of which the notice given to stockholders included due notice of the proposal to amend. (b) A domestic mutual insurer may amend its articles of incorporation for any lawful purpose by affirmative vote of a majority of those of its members present or represented by proxy at a lawful meeting of its members of which the notice given members included due notice of the proposal to amend. (c)(1) Upon adoption of an amendment, the insurer shall make in duplicate under its corporate seal a certificate, sometimes referred to as “articles of amendment”, setting forth the amendment and the date and manner of the adoption thereof. The certificate shall be executed by the insurer's president or vice president and secretary or assistant secretary and acknowledged by them before an officer authorized by law to take acknowledgments of deeds. (2) The insurer shall deliver to the Insurance Commissioner the duplicate originals of the certificate, together with the filing fee specified therefor in § 23-61-401 or by rule and regulation. (3) If he or she finds that the certificate and amendments comply with law, the commissioner shall endorse his or her approval upon each of the duplicate originals, place one (1) set on file in his or her office, and return the remaining set to the insurer for its corporate records. (4) The amendment shall be effective when the commissioner has endorsed his or her approval on the certificate of amendment and placed it on file in his or her office. (d) If the commissioner finds that the proposed amendment or certificate does not comply with law, the commissioner shall not approve it and shall return the duplicate certificate of amendment to the insurer together with his or her written statement of reasons for nonapproval. The filing fee shall not be returnable. (e)(1) If an amendment of articles of incorporation would reduce the authorized capital stock of a stock insurer below the amount thereof then outstanding, the commissioner shall not approve the amendment if he or she has reason to believe that the interests of policyholders or creditors of the insurer would be materially prejudiced by such a reduction. (2) If any reduction of capital stock is effectuated, the insurer may require return of the original certificates of stock held by each stockholder for exchange for new certificates for such number of shares as the stockholder is then entitled in the proportion that the reduced capital bears to the amount of capital stock outstanding as of immediately prior to the effective date of the reduction.