38.2-1005.1:1 - Definitions
§ 38.2-1005.1:1. Definitions.
As used in this article:
"Converted company" means a stock insurance company incorporated andorganized under the laws of this Commonwealth that continues in existenceafter a reorganization under this article in connection with the formation ofa mutual holding company.
"Converted mutual holding company" means the stock corporation into which amutual holding company has been converted pursuant to § 38.2-1005.1:9.
"Eligible member" means a member as of the date the board of directors of amutual company adopts a plan of MHC conversion under this article. For theconversion of a mutual holding company, the term eligible member means amember of the mutual holding company who is of record on the date the boardof directors of the mutual holding company adopts a plan of conversionauthorized pursuant to this article.
"Intermediate holding company" means a corporation authorized to issue oneor more classes of capital stock, the corporate purposes of which includeholding, directly or indirectly, the voting stock of a converted company.
"Member" means a person who, on the records of a mutual company andpursuant to the articles of incorporation or bylaws of a mutual company, isdeemed to be the holder of a membership interest in a mutual company. Theterm member also includes a person insured under a group policy if:
1. The person is insured or covered under a group life insurance policy orgroup annuity contract under which funds are accumulated and allocated to therespective persons covered under such policy or contract;
2. The person has the right to direct the application of the funds soallocated;
3. The group policyholder does not pay any portion of the premiums ordeposits for the policy or contract; and
4. The mutual company has the names and addresses of the persons coveredunder the group life insurance policy or group annuity contract.
When a plan of MHC conversion has become effective under this article, theterm "member" shall mean a member of the mutual holding company created bysuch plan.
"Mutual company" means a mutual insurance company incorporated andorganized under the laws of this Commonwealth and licensed pursuant toChapter 10 (§ 38.2-1000 et seq.) of this title.
"Mutual holding company" or "MHC" means a corporation organized under theprovisions of the Virginia Nonstock Corporation Act (§ 13.1-801 et seq.) inconnection with the reorganization of a mutual company under this article. AMHC shall be subject to the provisions of this article and any otherprovisions of this title that are applicable to mutual companies and notinconsistent with the provisions of this article. The articles ofincorporation of a MHC shall state:
1. That the corporation is organized under this article as a MHC;
2. That the MHC shall hold not less than a majority of the shares of votingstock of a converted company or an intermediate holding company that, inturn, directly or indirectly holds all of the voting shares of a convertedcompany;
3. That the corporation is not authorized to issue capital stock except inaccordance with the provisions of § 38.2-1005.1:9;
4. That its members shall have the rights specified in this article and itsarticles of incorporation and bylaws; and
5. That its assets shall be subject to inclusion in the estate of theconverted company in any proceeding initiated against the converted companyunder Chapter 15 (§ 38.2-1500 et seq.) of this title.
"Plan of MHC conversion" or "plan" means a plan adopted pursuant to thisarticle by the board of directors of a mutual company for the conversion of amutual company into a direct or indirect stock subsidiary of a mutual holdingcompany.
"Policy" includes any group or individual policy or contract issued by amutual company, including an annuity contract, but does not include acertificate of insurance issued in connection with a group policy or contract.
"Policyholder" means the holder of a policy other than a reinsurancecontract.
(2001, c. 726.)