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23-69-148. Nonconsenting stockholders.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-148. Nonconsenting stockholders.
(a) If any stockholder entitled to vote in any domestic insurer on a proposal to merge or consolidate, or on a proposal to adopt a plan of exchange as provided in §§ 23-69-101 — 23-69-103, 23-69-105 — 23-69-141, 23-69-143, and 23-69-149 — 23-69-156, votes against the same and, at or prior to the taking of the vote, shall object thereto in writing or if any stockholder of record in the corporation, not entitled to vote thereon, at or prior to the taking of the vote, shall object thereto in writing, and if, in either case, the stockholder, within twenty (20) days after the taking of the vote, shall demand in writing that the surviving, consolidated, or acquired corporation make payment of the fair cash value of his or her stock, the surviving, consolidated, or acquired corporation, within thirty (30) days after the agreement of merger or consolidation or plan of exchange becomes effective as provided in § 23-69-144, shall pay to the objecting stockholder the fair cash value of his or her stock as of the day before the vote was taken.
(b)(1) In case of disagreement as to the fair cash value, any stockholder, or the surviving or consolidated or acquired corporation, within sixty (60) days after the agreement or plan has become effective as described in this section and upon notice to the opposite party, may petition the circuit court of the county in which the principal office of the surviving, consolidated, or acquired corporation is established to appoint, and the court shall appoint, three (3) appraisers to appraise the value of the stock.
(2) The award of the appraisers, or a majority of them, if no written objection thereto is filed by either party within ten (10) days after the award has been filed in court, shall be final
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-148
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:23-69-148
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 0f92170a4ecddc9c92a7735b525ccd8f27d82ab055bca771f7a6755db30cf51a
Source location: content.xml paragraph 40938
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23-69-148. Nonconsenting stockholders.
(a) If any stockholder entitled to vote in any domestic insurer on a proposal to merge or consolidate, or on a proposal to adopt a plan of exchange as provided in §§ 23-69-101 — 23-69-103, 23-69-105 — 23-69-141, 23-69-143, and 23-69-149 — 23-69-156, votes against the same and, at or prior to the taking of the vote, shall object thereto in writing or if any stockholder of record in the corporation, not entitled to vote thereon, at or prior to the taking of the vote, shall object thereto in writing, and if, in either case, the stockholder, within twenty (20) days after the taking of the vote, shall demand in writing that the surviving, consolidated, or acquired corporation make payment of the fair cash value of his or her stock, the surviving, consolidated, or acquired corporation, within thirty (30) days after the agreement of merger or consolidation or plan of exchange becomes effective as provided in § 23-69-144, shall pay to the objecting stockholder the fair cash value of his or her stock as of the day before the vote was taken.
(b)(1) In case of disagreement as to the fair cash value, any stockholder, or the surviving or consolidated or acquired corporation, within sixty (60) days after the agreement or plan has become effective as described in this section and upon notice to the opposite party, may petition the circuit court of the county in which the principal office of the surviving, consolidated, or acquired corporation is established to appoint, and the court shall appoint, three (3) appraisers to appraise the value of the stock.
(2) The award of the appraisers, or a majority of them, if no written objection thereto is filed by either party within ten (10) days after the award has been filed in court, shall be final and conclusive.
(3) If an objection is filed, it shall be tried summarily by the court and judgment rendered thereon.
(c) If the amount determined by the court as provided for in subsection (b) of this section is in excess of the amount as the surviving, consolidated, or acquired corporation shall have offered to pay as the fair cash value of the stock, the court shall assess against the surviving, consolidated, or acquired corporation the costs of the proceeding, including a reasonable attorney's fee to the stockholder and a reasonable fee to the appraisers, as it deems equitable. Otherwise, the costs and fees to the appraisers shall be assessed one-half (½) against the corporation and one-half (½) against the stockholder.
(d) Any party shall have the right to appeal from any judgment of the court according to then-existing laws.
(e) Unless the merger, consolidation, or plan of exchange is abandoned, any stockholder, on the making of the demand in writing as described in this section, shall cease to be a stockholder in the constituent corporation and shall have no rights with respect to the stock except the right to receive payment therefor as described in this section. Upon payment of the agreed fair cash value of the stock or of the value of the stock under final judgment, the stockholder shall transfer his or her stock to the surviving, consolidated, or acquired corporation. In the event the surviving, consolidated, or acquired corporation fails to pay the amount of the judgment within twenty (20) days after the judgment has become final, the judgment may be collected and enforced in the manner prescribed by law for the enforcement of judgments.
(f) Each stockholder in any of the constituent corporations at the time the merger or consolidation or plan of exchange becomes effective who is entitled to vote and who does not vote against the merger or consolidation or plan of exchange and object thereto in writing as described in this section, and each stockholder in each of the constituent corporations at the time the merger or consolidation or plan of exchange becomes effective who is not entitled to vote and who does not object thereto in writing as described in this section, shall cease to be a stockholder in the constituent corporation and shall be deemed to have assented to the merger or consolidation or plan of exchange and together with the stockholders voting in favor of the merger or consolidation or plan of exchange shall be entitled to receive certificates of stock in the surviving or consolidated corporations or other distribution, in the manner and on the terms specified in the agreement of merger or consolidation or plan of exchange.
(g) With regard to proposed affiliations between a depository institution, or any affiliate thereof, and a domestic stock insurer, the procedures for nonconsenting stockholders described in this section shall be concluded within the period required by federal law.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-101. Scope.
Sections 23-69-101 — 23-69-103, 23-69-105 — 23-69-141, 23-69-143, and 23-69-149 — 23-69-156 shall apply only to domestic stock insurers and domestic mutual insurers transacting, or proposing to transact, insurance on the legal reserve plan.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-101
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-69-101. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-103. Inapplicability of general corporation statutes.
The statutes of this state relating to the powers and procedures of corporations other than insurance corporations shall not apply to domestic stock insurers and domestic mutual insurers, except as stated in § 23-69-128.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-103
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-69-103. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-105. Incorporation.
(a) This section applies to stock and mutual insurers hereafter incorporated in this state.
(b) One (1) or more persons may act as the incorporator or incorporators of a stock or mutual insurer by delivering articles of incorporation to the Insurance Commissioner for filing.
(c) The incorporator or incorporators shall execute articles of incorporation in duplicate and acknowledge their execution thereof in the same manner as provided by law for the acknowledgment of deeds. The articles of incorporation shall state and show:
(1) The name of the corporation. If a mutual, the word “mutual” may be a part of the name. An alternative name may be specified for use in jurisdictions wherein conflict of name with that of another insurer or organization might otherwise prevent the corporation from being authorized to transact insurance therein;
(2) The duration of its existence, which may be perpetual;
(3) The kinds of insurance, as defined in the Arkansas Insurance Code, which the corporation is formed to transact;
(4) If a stock corporation, its authorized capital stock, the number of shares of stock into which divided, the par value of each share, which par value shall be at least one dollar ($1.00). Shares without par value shall not be authorized;
(5) If a stock corporation, the extent, if any, to which shares of its stock shall be subject to assessment;
(6) If a mutual corporation, other than a life insurer, the maximum contingent liability of its members, other than as to nonassessable policies, for payment of losses and expenses incurred. The liability shall be as stated in the articles of incorporation but shall not be less than one (1) nor more than six (6) times the premium for the member's policy at the annual premium rate fo
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-105
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-69-105. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-141. Converting mutual insurer to stock insurer.
(a) A mutual insurer may become a stock insurer under such plan and procedure as may be approved by the Insurance Commissioner after a hearing thereon.
(b) The commissioner shall not approve any plan or procedure unless:
(1) It is equitable to the insurer's members;
(2) It is subject to approval by vote of not less than three-fourths (¾) of the insurer's current members voting thereon in person, by proxy, or by mail at a meeting of members called for the purpose pursuant to such reasonable notice and procedure as may be approved by the commissioner. If a life insurer, the right to vote may be limited to members who hold policies other than term or group policies, and whose policies have been in force for not less than one (1) year;
(3) The equity of each policyholder in the insurer is determinable under a fair formula approved by the commissioner. The equity shall be based upon not less than the insurer's entire surplus, after deducting contributed or borrowed surplus funds, plus a reasonable present equity in its reserves and in all nonadmitted assets;
(4) The policyholders entitled to participate in the purchase of stock or distribution of assets shall include all current policyholders and all existing persons who had been policyholders of the insurer within three (3) years prior to the date the plan was submitted to the commissioner;
(5) The plan gives each policyholder or former policyholder of the insurer entitled to participate in the purchase of stock or distribution of assets under subdivision (b)(4) of this section:
(A) A preemptive right to acquire within a designated reasonable period his or her proportionate part of all of the proposed capital stock of:
(i) The insurer; or
(ii) A hold
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-141
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 23-69-141. This identifies an authority to review, not proof of applicability.