§ 3425. Procedure for consolidation
Any domestic insurer, subject to the prohibitions of section 3422 of this title, may consolidate with any other insurer or insurers in the following manner:
(1) The board of directors of each insurer shall, by a resolution adopted by a majority
vote of the members of such board, approve a joint agreement of consolidation setting
forth:
(A) the names of the insurers proposing to consolidate, and the name of the new insurer
into which they propose to consolidate, which is hereinafter designated as the new
insurer;
(B) the terms and conditions of the proposed consolidation and the mode of carrying the
same into effect;
(C) the manner and basis of converting the shares of capital stock of stock insurers into
shares or other securities or obligations of the new insurer;
(D) with respect to the new insurer, such provisions as are required to be set forth in
original articles of incorporation for insurers formed under this part;
(E) such other provisions with respect to the proposed consolidation as are deemed necessary
or desirable.
(2) The agreement of consolidation shall then be submitted to a vote of the shareholders,
members, or policyholders, as the case may be, entitled to vote in respect thereof
of each insurer in the same manner as provided in section 3424 of this title and this agreement shall be adopted by such insurer upon receiving the affirmative
vote of such proportion of the shareholders, members, or policyholders, as provided
in section 3427 of this title, and the adoption thereof by directors and by the shareholders, members, or policyholders
shall be followed by the same notice to shareholders, members, or policyholders, as
the case may be, as provided in section 3424 of this title.
(3) Any shareholder, member, or policyholder, as the case may be, of any such insurer
who did not vote in favor of the adoption of the agreement of consolidation, may object
to such consolidation in the manner and with the effect provided in sections 3428 and 3429 of this title.
(4) Upon the adoption of the agreement of consolidation it shall again be considered by
the board of directors of each insurer a party to the agreement, and, if again approved
and the execution of the agreement authorized by such board, the agreement shall be
executed all in the same manner and within the same time as provided in subdivision 3424(6) of this title.
(5) Upon the execution of the agreement of consolidation by all of the insurers and parties
thereto, articles of consolidation shall be executed and filed, accompanied by the
fees prescribed by law in the same manner and form and in such multiple copies as
provided in subdivision 3424(7) of this title and shall then be presented to the Commissioner for approval and presentation to
the Secretary of State in the manner provided in said subdivision 3424(7) of this title.
(6) Upon the presentation of the articles of consolidation, the Secretary of State, if
he or she finds that they conform to law, shall indorse his or her approval on each
of the multiple copies of the articles, and, when all fees have been paid as required
by law, shall file one copy of the articles of consolidation in his or her office
and issue a certificate of consolidation and shall return the remaining copies of
the articles bearing the indorsement of his or her approval, together with the certificate
of consolidation, to the new insurer, or its representatives.
(7) The new insurer shall obtain a certified copy of the certificate of consolidation
and incorporation from the Secretary of State and file the same with the Commissioner,
accompanied by a copy of the articles of consolidation bearing the indorsement of
the approval of the Secretary of State. (Added 1967, No. 344 (Adj. Sess.), § 1 (ch. 1, subch. 4, § 4).)