§ 33-14-44 - Authorization and procedure for conversion of stock insurer to mutual insurer - Georgia Statutes

O.C.G.A. 33-14-44 (2010)
33-14-44. Authorization and procedure for conversion of stock insurer to mutual insurer

(a) A domestic stock insurer certified to issue only those kinds of insurance which domestic mutual insurers are authorized to issue under this title may become a domestic mutual insurer pursuant to such plan and procedure as may be approved in advance by the Commissioner.

(b) The Commissioner shall not approve any such plan or procedure unless:

(1) It is equitable to stockholders and policyholders;

(2) It is subject to approval by the holders of not less than three-fourths of the insurer's outstanding capital stock having voting rights and by not less than two-thirds of the insurer's policyholders who vote on the plan in person, by proxy, or by mail pursuant to such notice and procedure as may be approved by the Commissioner;

(3) If a life insurer, the right to vote on such plan is limited as provided in the bylaws;

(4) Mutualization will result in retirement of shares of the insurer's capital stock at a price not in excess of the fair market value of the insurer's capital stock as determined by competent disinterested appraisers;

(5) The plan provides for the purchase of the shares of any nonconsenting stockholder in the same manner and subject to the same applicable conditions as provided by the general corporation laws of this state as to rights of nonconsenting stockholders with respect to consolidation or merger of private corporations;

(6) The plan provides for definite conditions to be fulfilled by a designated early date upon which the mutualization will be deemed effective; and

(7) The mutualization leaves the insurer with surplus funds reasonably adequate for the security of its policyholders and to enable it to continue successfully in business in the states in which it is then authorized to transact insurance, and for the kinds of insurance included in its certificate of authority in those states.

(c) This Code section shall not apply to mutualization under order of court pursuant to rehabilitation of an insurer under Chapter 37 of this title.