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23-69-305. Filing of proposed reorganization plan.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-305. Filing of proposed reorganization plan.
A domestic mutual insurer shall file a proposed plan of reorganization approved by a vote of not less than two-thirds (2/3) of the members of its board of directors for review and approval with the Insurance Commissioner. The proposed plan of reorganization shall be accompanied by a nonrefundable fee of one thousand dollars ($1,000). A plan of reorganization shall include the following, at a minimum:
(1) An analysis of the benefits and risks attendant to the proposed reorganization, including the rationale and comparative benefits and risks of a demutualization;
(2) A statement of how the plan is fair and equitable to the policyholders;
(3) Information sufficient to demonstrate that the financial condition of the mutual insurer will not be diminished upon reorganization;
(4) Provisions to ensure immediate membership in the mutual insurance holding company for all existing policyholders of the mutual insurer;
(5) Provisions for membership interests for future policyholders of the reorganized stock insurer;
(6) Provisions to ensure that, in the event of proceedings for rehabilitation or liquidation involving a stock insurer subsidiary of the mutual insurance holding company, the assets of the mutual insurance holding company will be available to satisfy the policyholder obligations of the stock insurer subsidiary;
(7) Provisions for periodic distribution of accumulated mutual insurance holding company earnings;
(8) Certified copies of the proposed articles of incorporation and bylaws of the mutual insurance holding company, intermediate stock holding company, and reorganized stock insurer or proposed amendments thereto as necessary to effectuate reorganization;
(9) A certification that the plan of reorg
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-305
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:23-69-305
Source file: gov.ar.code.title.23.odt
Pages: Not recorded – Not recorded
Passage SHA-256: a32b3936604e2c46b389ed8a01c5186cd9cda73b3e950b12a6bdd8f269cb7e58
Source location: content.xml paragraph 41195
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23-69-305. Filing of proposed reorganization plan.
A domestic mutual insurer shall file a proposed plan of reorganization approved by a vote of not less than two-thirds (2/3) of the members of its board of directors for review and approval with the Insurance Commissioner. The proposed plan of reorganization shall be accompanied by a nonrefundable fee of one thousand dollars ($1,000). A plan of reorganization shall include the following, at a minimum:
(1) An analysis of the benefits and risks attendant to the proposed reorganization, including the rationale and comparative benefits and risks of a demutualization;
(2) A statement of how the plan is fair and equitable to the policyholders;
(3) Information sufficient to demonstrate that the financial condition of the mutual insurer will not be diminished upon reorganization;
(4) Provisions to ensure immediate membership in the mutual insurance holding company for all existing policyholders of the mutual insurer;
(5) Provisions for membership interests for future policyholders of the reorganized stock insurer;
(6) Provisions to ensure that, in the event of proceedings for rehabilitation or liquidation involving a stock insurer subsidiary of the mutual insurance holding company, the assets of the mutual insurance holding company will be available to satisfy the policyholder obligations of the stock insurer subsidiary;
(7) Provisions for periodic distribution of accumulated mutual insurance holding company earnings;
(8) Certified copies of the proposed articles of incorporation and bylaws of the mutual insurance holding company, intermediate stock holding company, and reorganized stock insurer or proposed amendments thereto as necessary to effectuate reorganization;
(9) A certification that the plan of reorganization has been duly adopted by a vote of not less than two-thirds (2/3) of the members of the board of directors of the mutual insurer;
(10) A certification adopted by not less than two-thirds (2/3) of the members of the board of directors of the mutual insurer that the plan of reorganization is fair and equitable to the policyholders;
(11) The names, addresses, and occupational information of all corporate officers and all members of the board of directors of the proposed mutual insurance holding company in the case of a reorganization described in § 23-69-304(a)(1);
(12) A description of the nature and content of the annual report and financial statement to be sent by the mutual insurance holding company to each member;
(13) A description of the number of members of the board of directors of the mutual insurance holding company required to be policyholders;
(14) A description of any plans for the initial sale of stock of the intermediate stock holding company or reorganized stock insurer;
(15) A form of the proposed notice to be mailed by the mutual insurer to its policyholders as required in § 23-69-308; and
(16) Any other information requested by the commissioner.
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Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-304. Formation of mutual insurance holding company.
(a) A domestic mutual insurer, upon approval of the Insurance Commissioner, may reorganize by:
(1) Forming a mutual insurance holding company;
(2) Merging its policyholders' membership interests into the mutual insurance holding company; and
(3) Continuing the mutual insurer's corporate existence as a stock insurer subsidiary of the mutual insurance holding company.
(b) A domestic mutual insurer, upon the approval of the commissioner, may reorganize by merging its policyholders' membership interests into an existing mutual insurance holding company formed under subdivision (a)(1) of this section and by continuing the mutual insurer's corporate existence as a stock insurer subsidiary of the mutual insurance holding company.
(c) All of the initial shares of the capital stock of a reorganized stock insurer which has reorganized as described in subdivision (a)(1) or subdivision (a)(2) of this section shall be issued to the mutual insurance holding company or to a single intermediate stock holding company.
(d)(1) Policyholders of a domestic mutual insurer which has reorganized as described in subdivision (a)(1) or subdivision (a)(2) of this section shall be members of the mutual insurance holding company, and their voting rights shall be determined in accordance with the articles of incorporation and bylaws of the mutual insurance holding company.
(2) The mutual insurance holding company shall provide its members with the same membership rights as were provided to policyholders of the mutual insurer immediately prior to reorganization.
(3) The reorganization shall not reduce, limit, or affect the number or identity of the policyholders who may become members of the mutual insurance holding company or
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-304
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 23-69-304. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
23-69-308. Approval of reorganization plan by policyholders.
(a)(1) Within forty-five (45) days after the date of the Insurance Commissioner's approval of a plan of reorganization under § 23-69-307, unless extended by the commissioner for good cause, the mutual insurer shall hold a meeting of its policyholders at a reasonable time and place to vote upon the plan of reorganization.
(2) The mutual insurer shall give notice at least thirty (30) days before the time fixed for the meeting, by first-class mail to the last-known address of each policyholder, that the plan of reorganization will be voted upon at a regular or special meeting of the policyholders. The notice shall include:
(A) A brief description of the plan of reorganization and a statement that the commissioner has approved the plan of reorganization; and
(B) A written proxy permitting the policyholder to vote for or against the plan of reorganization.
(3) The entity to which any group insurance policy is issued, and not any person covered under the group insurance policy, shall be considered the policyholder for purposes of voting.
(4) A plan of reorganization shall be approved only if not less than two-thirds (2/3) of the policyholders voting in person or by proxy at the meeting vote in favor of such plan of reorganization. Each policyholder shall be entitled to only one (1) vote, regardless of the number of policies owned by the policyholder. The commissioner shall supervise and direct the conduct of the vote on the plan of reorganization as necessary to ensure that the vote is fair and consistent with the requirements of this section.
(b) If a mutual insurer complies substantially and in good faith with the notice requirements of this section, the mutual insurer's failure to give any policyhol
Source: Arkansas Code — historical release 78 (November 6, 2020) · 23-69-308
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 23-69-308. This identifies an authority to review, not proof of applicability.