33-3-218. Mergers and consolidations of mutual insurers. (1) A domestic mutual insurer may not merge or consolidate with a stock insurer.
(2) A domestic mutual insurer may merge or consolidate with another mutual insurer under the applicable procedures prescribed by the statutes of this state applying to corporations formed for profit, except as provided in this section.
(3) The plan and agreement for merger or consolidation must be submitted to and approved by at least two-thirds of the members of each mutual insurer involved by voting on the issue at meetings called for the purpose pursuant to reasonable notice and procedure that has been approved by the commissioner. If the insurer is a life insurer, the right to vote may be limited to members whose policies are other than term and group policies and have been in effect for more than 1 year.
(4) A merger or consolidation may not be effectuated unless in advance of the merger or consolidation the plan and agreement for the merger or consolidation have been filed with the commissioner and approved by the commissioner after a hearing. The commissioner shall give approval within a reasonable time after the filing unless the commissioner finds that the plan or agreement:
(a) is inequitable to the policyholders of any domestic insurer involved; or
(b) would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state and elsewhere.
(5) If the commissioner does not approve the plan or agreement, the commissioner shall notify the insurers in writing specifying the reasons for disapproval.
(6) Section 33-3-217(5) also applies to mergers and consolidations of mutual insurers.
(7) Upon merger or consolidation of a domestic insurer with another insurer under this chapter, the corporate charter of the merged or consolidated domestic insurer must automatically be extinguished and nullified.
History: En. Secs. 463, 467, Ch. 286, L. 1959; R.C.M. 1947, 40-4746, 40-4750(4); amd. Sec. 1134, Ch. 56, L. 2009.
