376.142. Stock company may become mutual--procedure--policyholders' meeting--acquisition of stock.
Stock company may become mutual--procedure--policyholders'meeting--acquisition of stock.
376.142. 1. Any domestic stock life insurance corporation, incorporatedunder a general law, may become a mutual life insurance corporation, and tothat end may carry out a plan for the acquisition of shares of its capitalstock, provided such plan
(1) Has been adopted by a vote of a majority of the directors of suchcorporation;
(2) Has been approved by a vote of stockholders representing a majorityof the capital stock then outstanding at a meeting of stockholders called forthe purpose;
(3) Has been approved by a majority of the policyholders voting at ameeting of policyholders called for the purpose, each of whom is insured in asum of at least one thousand dollars and whose insurance shall then be inforce and shall have been in force for at least one year prior to suchmeeting.
2. As used in this section, "policyholder" means the person insuredunder an individual policy of life insurance, and the person to whom anyannuity or pure endowment is presently or prospectively payable by the termsof an individual annuity or pure endowment contract, except where the policyor contract declares some other person to be the owner or holder thereof, inwhich case such owner or policyholder shall be deemed the policyholder, andexcept in cases of assignment. In the case of any individual policy orcontract insuring two or more persons jointly or in case the policy orcontract declares two or more persons to be the owner, the persons insured ordeclared to be the owner are considered as one policyholder for the purposesof this section. In case any such policy or contract has been assigned by anassignment absolute on its face to an assignee other than the corporation, andsuch assignment has been filed at the principal office of the corporation atleast thirty days prior to the date of the meeting of the policyholders, thensuch assignee shall be deemed a policyholder. Except as provided in thissection, an assignee of a policy or contract shall not be deemed apolicyholder. The reference in subdivision (3) of subsection 1 to insurancein the amount of one thousand dollars or more is deemed to include any annuitycontract, the commuted value of which is one thousand dollars or more on thedate of said meeting, and any pure endowment contract for the principal sum ofone thousand dollars or more.
3. Notice of the meeting of policyholders shall be given by mailing suchnotice from the home office of the corporation at least thirty days prior tosuch meeting in a sealed envelope, postage prepaid, addressed to suchpolicyholders at their last known post-office addresses, provided thatpersonal delivery of such written notice to any policyholder evidenced bywritten receipt therefor may be substituted for mailing the same. The meetingshall be otherwise provided for and conducted in such manner as is provided inthe mutualization plan, provided that policyholders may vote in person, byproxy, or by mail, and that all votes shall be cast by ballot on a uniformballot furnished by the corporation. The director of the department ofinsurance, financial institutions and professional registration shallsupervise and direct the method and procedure of said meeting and shallappoint an adequate number of inspectors to conduct the voting at said meetingwho may determine all questions concerning the verification of the ballots,the ascertainment of the validity of such ballots, the qualifications of thevoters, and the canvass of the vote, and who shall certify to the director andto the corporation the result of such proceedings, which shall be supervisedby said inspectors in accordance with such rules and regulations as areprescribed by the director. All necessary expenses incurred by the directorshall be paid by the corporation, as certified to by him.
4. Such plan may provide for the acquisition of the shares of thecapital stock of the corporation, the price at which it is proposed to acquirethe same, and the method of acquisition and mode of payment therefor, whetherimmediate or deferred. Before such a plan can be carried out, it must besubmitted to the director of the department of insurance, financialinstitutions and professional registration and must be approved by him inwriting; provided that every payment for the acquisition of any shares of thecapital stock of such corporation, the purchase price of which is not fixed bysuch plan, shall be subject to the approval of the director, and provided thatneither such plan, nor any such payment, shall be approved by the directorunless at the time of such approvals, respectively, the corporation, afterdeducting the aggregate sum appropriated by such plan for the acquisition ofany part or all of its capital stock, and, in the case of any payment notfixed by such plan and subject to separate approval by the director, afterdeducting also the amount of such payment, shall be possessed of assetssufficient to maintain its deposit made previously with the director, and suchassets shall be not less than the entire liabilities of the corporation,including the net values of its outstanding contracts computed according tothe standard adopted by the corporation under sections 376.010 to 376.670 andincluding all funds, contingent reserves, and surplus, except for such surplusas has been appropriated or paid under such plan.
(L. 1957 p. 224 § 1)