17:48E-50 - Procedure for conversion
17:48E-50 Procedure for conversion.
2. a. A health service corporation may convert to a domestic stock insurer by complying with the provisions of sections 2 through 14 and section 19 of this act.
b.To convert to a domestic stock insurer, the board of directors of a health service corporation shall adopt a resolution to become a domestic stock insurer at a meeting of the board by a two-thirds affirmative vote of the total number of directors of the health service corporation. A copy of the minutes of the meeting at which that resolution is adopted shall be filed with the commissioner and with the Attorney General at least 120 days before the proposed effective time of the conversion. The resolution shall include a written plan of conversion to a domestic stock insurer. The plan shall include:
(1)The purposes of the conversion and the manner in which the proposed conversion will occur.
(2)The proposed certificate of incorporation of the converted insurer and any parent corporation.
(3)The proposed bylaws of the converted insurer and any parent corporation. The bylaws of the converted insurer shall provide for the appointment of officers, and may provide that the officers of the health service corporation shall serve to the end of the term to which they were appointed under the bylaws of the health service corporation.
(4)A description of any proposed changes in the converted insurer's mode of operations after conversion.
(5)A statement describing the manner in which the plan of conversion provides for the protection of all existing contractual rights of subscribers under the policies in effect at the effective time, including the payment of claims for reimbursement for those services.
(6)A statement that the health service corporation's subscribers shall have no right to receive any assets, surplus, capital or other distribution, or to receive any stock or other ownership interest in the converted insurer or parent corporation in connection with the conversion.
(7)A statement that the legal existence of the health service corporation does not terminate and that the converted insurer is subject to all of the liabilities, obligations and relations of whatever kind of the health service corporation and succeeds to all property, assets, rights, interests and relations of the health service corporation.
(8)An explanation of how policies to be offered by the converted insurer will comply with section 8 of this act.
(9)The manner and form in which the fair market value of the health service corporation will be transferred, without consideration, to the foundation.
L.2001,c.131,s.2.