The Vermont Statutes Online

Title 8 : Banking and Insurance

Chapter 101 : Insurance Companies Generally

Subchapter 003 : Mergers, Consolidations, Conversions, Mutualizations, Bulk Reinsurance, Subsidiaries

• § 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).)