§ 33-14-24 - Procedure for voluntary dissolution generally; effective date of dissolution; conditions precedent to effectuation of dissolution
O.C.G.A. 33-14-24 (2010)
33-14-24. Procedure for voluntary dissolution generally; effective date of dissolution; conditions precedent to effectuation of dissolution
(a) If, while a domestic stock or mutual insurer is fully solvent and it is deemed by its board of directors to be in the best interests of the insurer and its stockholders or members that the insurer be dissolved, the board of directors shall adopt a resolution to that effect and call a special meeting of its stockholders or members to consider and take action upon the proposal to dissolve the insurer corporation. The meeting shall be held upon not less than 30 days' written notice to the stockholders or members in advance of the meeting, which notice shall contain a statement of the dissolution proposal. The notice shall be given in the manner provided in the insurer's bylaws for a special meeting of stockholders or members.
(b) If, at the special meeting or any adjournment thereof, the holders of record of stock entitled to exercise two-thirds of all the voting power on such proposal or if a mutual insurer, two-thirds of the insurer's members present or represented by proxy at the meeting shall by resolution consent that the dissolution shall take place, a copy of the resolution together with a list of the names and residences of the directors and officers certified by the president or a vice-president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the insurer shall be filed in triplicate with the application to surrender the charter required in Code Section 33-14-25 and one copy shall be filed for record in the office of the clerk of the superior court of the county in which the office or principal place of business of the insurer is located in this state.
(c) Whenever all the stockholders of record of a domestic stock insurer having power to vote on a proposal to dissolve consent in writing to the dissolution, no meeting of the stockholders shall be necessary.
(d) The effective date of the dissolution shall be the date of the issuance of the order by the Secretary of State dissolving the insurer under Code Section 33-14-25.
(e) No dissolution shall be effected, however, until after the insurer has reinsured in another authorized insurer or has otherwise terminated all its insurance then in force; nor, in the case of a domestic mutual insurer, until after the proposed plan of dissolution together with the proposed plan for distribution of assets among the insurer's members has been filed with and approved by the Commissioner after having been found by him or her to be fair and equitable to the members of the domestic mutual insurer.