§ 33-14-75 - Procedure for merger or consolidation
O.C.G.A. 33-14-75 (2010)
33-14-75. Procedure for merger or consolidation
(a) Upon complying with the applicable procedures prescribed by the statutes of this state applying to corporations formed for profit except as provided in subsection (c) of this Code section, any domestic mutual insurer is authorized to merge or consolidate with any domestic company or with any foreign or alien company if such merger or consolidation is authorized by the laws of the state or country under which such foreign or alien company is incorporated or organized.
(b) The plan and agreement for merger or consolidation shall be submitted to and approved by at least two-thirds of the members of each mutual insurer involved voting on the merger or consolidation in person or by proxy at meetings called for the purpose pursuant to ten days' notice and such procedure as has been approved by the Commissioner. If a life insurer, right to vote may be limited to members whose policies are other than term or group policies and have been in effect for more than one year as the bylaws may provide.
(c) No merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the Commissioner and approved by him in writing. The Commissioner shall give his approval within 60 days after the filing unless he finds such plan or agreement:
(1) Is inequitable to the policyholders or any domestic insurer involved; or
(2) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state and elsewhere.
(d) If the Commissioner does not approve the plan or agreement he shall so notify the insurers in writing specifying his reasons for disapproving the merger or consolidation.