KANSAS STATUTES AND CODES

40-309. Union, merger or consolidation; reinsurance.

40-309

Chapter 40.--INSURANCE Article 3.--ORGANIZATION, MERGER OR CONSOLIDATION OF STOCK COMPANIES

40-309. Union, merger or consolidation;reinsurance.(a) (1) Any insurance company and any health maintenanceorganization of this state may unite, merge or consolidate withany other company or companies of this or any other state engaged inlike business and having similar corporate powers, upon such terms andconditions, including the reinsurance of the business in force, as maybe approved at a meeting of the stockholders of any such company orcompanies of this state, called for that purpose, such approval to be byvote of stockholders owning not less than two-thirds of the sharesof stock of any such company or companies of this state. The agreementfor such union, merger, consolidation and reinsurance shall be subjectto the approval of the commissioner of insurance. There shall be filedwith the commissioner of insurancea verifiedschedule by the actuaries of the companies or health maintenanceorganizations interested showing that thelegal reserve for the policyholders of each of the several companies isof the amount required by law.

(2) Where companies of other states are uniting, consolidating,mergingand reinsuring with a company or health maintenance organization of thisstate the commissioner ofinsurance also shall approve in the same manner such amendments to thearticles of incorporation of such companies of this state as may benecessary and proper. Such agreement shall provide for payment in cashto any dissenting stockholder of an amount equal to the fair value ofthe stock if the stockholder shall refuse to assent to theunion, merger orconsolidation.

(3) When a company or health maintenance organization of thisstate shall be merged, consolidated orunitedwith a company organized under the laws of any other state, thecommissioner of insurance in the commissioner's order ofapproval shall direct that theassets of the domestic companyor healthmaintenance organizationbedelivered to the company with which the domestic companyis united,merged or consolidated.

(b) For the purposes of this section the term "health maintenanceorganization" shall have the meaning ascribed to it in K.S.A. 40-3202, andamendments thereto.

History: L. 1927, ch. 231, 40-309; L. 1933, ch. 200, § 2; L. 1972, ch. 53, §5; L. 1978, ch. 173, § 1;L. 1996, ch. 25, § 4;L. 2007, ch. 122, § 2; July 1.