40-1220. Same; application for approval of agreement by commissioner of insurance and policyholders; requirements.
40-1220
40-1220. Same; application for approval of agreement bycommissioner of insurance and policyholders; requirements.Upon approval of the agreement of merger or consolidation by thepolicyholders of each of such companies, as hereinbefore provided, themerging or consolidating companies by their officers shall file averified joint application in duplicate for approval with thecommissioner of insurance accompanied by or containing the following:
(1) Two (2) duplicate originals of the agreement.
(2) Affidavits of officers of each of the companies setting forththe facts necessary to show that all requirements of law with respect tonotices to persons entitled to vote have been complied with.
(3) If the surviving or the new company shall be a domestic companyand any non-domestic company is a party to the merger or consolidationand the laws of the state or territory under which such non-domesticcompany is incorporated require approval of a merger or consolidation byan official of such state or territory, a certificate of approval ofsuch official: Provided, That if the laws of the domiciliary stateor territory of such non-domestic company require prior or jointapproval by the proper supervisory official of this state, the Kansasinsurance commissioner may act in unison or jointly with the properofficial of such other state in the consideration of the application forapproval of the agreement of merger or consolidation.
(4) An instrument appointing the commissioner of insurance and hissuccessor or successors in office the true and lawful attorney of suchcompany for service of process, containing the same provisions andhaving the same effect as the instrument required by K.S.A. 40-218.
(5) A certification by the secretary of each company for hisrespective company setting forth the number of policyholders of suchcompany, the number of policyholders represented in person and thenumber represented by proxy at the meeting at which the agreement wasconsidered, and the number of votes cast by said policyholders for andagainst such agreement.
(6) In the case of a merger, if the articles of incorporation of thesurviving company are to be amended, such amendments.
(7) In the case of a consolidation, a copy of the articles ofincorporation of the new company, and if a non-domestic company, sucharticles to be certified by the public official with whom the originalis required to be filed in its domiciliary state or territory.
(8) A financial statement of each of the merging or consolidatingcompanies as of a date not earlier than thirty (30) days prior to thedate of the application to merge or consolidate.
(9) When the application for the approval of the merger orconsolidation is filed with the commissioner of insurance for his actionthere shall also be filed a certificate executed by the president or avice-president and attested by the secretary or an assistant secretary,or the executive officers corresponding thereto, and under the corporateseal of each of the companies party to the agreement of merger orconsolidation, verified by the affidavits of such officers, settingforth all fees, commissions or other compensations, or valuableconsiderations paid or to be paid, directly or indirectly, to any personin any manner securing, aiding, promoting or assisting in any suchmerger or consolidation.
History: L. 1957, ch. 289, § 5; June 29.