515G.1 Definitions. As used in this chapter, unless the context clearly requires otherwise: 1. “Affiliate” of a mutual insurer means a person who controls, is controlled by, or is under common control with, the mutual insurer being converted. 2. “Control” has the meaning assigned to it in section 521A.1, subsection 3. 3. “Eligible policyholder” means […]
515G.10 Continuation of officers. The directors and officers of the mutual insurer shall serve the reorganized company until new directors and officers are elected and qualify pursuant to the articles of incorporation and bylaws of the reorganized company. 90 Acts, ch 1083, §10
515G.11 Rules. The commissioner may issue rules pursuant to chapter 17A to carry out the provisions of this chapter. 90 Acts, ch 1083, §11
515G.12 Amendments — withdrawal. At any time before approval of the plan of conversion and pursuant to rules issued by the commissioner, the board of directors of a mutual insurer may amend the conversion plan. The board of directors of a mutual insurer may withdraw the plan of conversion at any time prior to the […]
515G.13 Prohibitions on certain offers to acquire shares. Prior to and for a period of five years following the effective date of the conversion, and five years following the date of distribution of consideration to the policyholders in exchange for their membership interests, an officer or director, including family members and their spouses, of the […]
515G.14 Limitation of actions — security for attorney fees. 1. An action challenging the validity of a conversion plan, or any part of a conversion plan, shall not be commenced more than thirty days following the date of approval by the commissioner, unless an application for rehearing is filed pursuant to section 17A.16, subsection 2. […]
515G.15 Duties of secretary of state. After approval of the conversion plan by the commissioner and the policyholders, the secretary of state shall accept for filing a verified copy of the amended articles of incorporation. 90 Acts, ch 1083, §15
515G.2 Mutual insurer becoming stock company — authorization. 1. A mutual insurer may become a stock insurance company pursuant to a plan of conversion established and approved in the manner provided by this chapter. The plan of conversion shall be adopted by the board of directors of the insurer to become effective on a future […]
515G.3 Plan of conversion. 1. A plan of conversion shall include all of the following: a. The proposed articles of incorporation and bylaws of the mutual insurer as a stock company. b. The manner of treating a holder of a surplus note agreement, if any. The holder of a surplus note agreement, if otherwise qualified, […]
515G.4 Policyholders — voting rights. The policyholders who are entitled to notice of and to vote upon approval of a plan of conversion and entitled to notice of a public hearing are the policyholders whose policies are in force on the date of the adoption of the plan by the board of directors. 90 Acts, […]
515G.5 Appointment of consultant. 1. A plan may provide for the appointment by the mutual insurer of a person as defined in section 4.1, subsection 20, who is qualified to act as a consultant. The appointment of the consultant shall be reviewed by the commissioner and unless the commissioner finds the consultant unqualified, the consultant […]
515G.6 Approval of plan by policyholders — notice of election — effective date. After the plan has been approved by the commissioner as provided in section 515G.7, the plan of conversion shall be submitted to and shall not take effect until approved by two-thirds of the policyholders of the mutual insurer voting on the plan […]
515G.7 Review of plan by commissioner — hearing authorized — approval. The commissioner of insurance shall review the plan. The commissioner shall approve the plan if the commissioner finds the plan complies with all provisions of law, the plan is fair and equitable to the mutual insurer and its policyholders, and that the reorganized company […]
515G.8 Payment of fees, salaries, and costs. A director, officer, agent, or employee of the mutual insurer shall not receive a fee, commission, or other valuable consideration, other than regular salary and compensation, for aiding, promoting, or assisting in the conversion except as set forth in the plan approved by the commissioner. However, this section […]
515G.9 Act of conversion — continuation of company. 1. When the commissioner and the policyholders approve the conversion plan as provided in this chapter, the commissioner shall issue a new certificate of authority to the successor stock company effective on the date specified in the plan. The successor stock company is a continuation of the […]
