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Can you summarize WVCO Chapter 33, Article 27A?
INSURANCE. > WEST VIRGINIA MUTUAL TO MUTUAL INSURANCE HOLDING COMPANY ACT.
Short Summary
The West Virginia Mutual to Mutual Insurance Holding Company Act provides a legal framework for the reorganization and governance of mutual insurance companies in West Virginia. It defines various terms and applies to domestic and foreign mutual insurance companies, intermediate holding companies, and reorganized stock companies. The act allows for the creation of intermediate holding companies that own all the shares of voting stock of recognized stock companies. It also establishes the concept of mutual insurance holding companies, which are domestic mutual insurance holding companies incorporated through a reorganization plan. The act outlines the process for the conversion of a mutual insurance company into a stock company that becomes a majority-owned subsidiary of a mutual insurance holding company. It requires the mutual insurance company’s board of directors to adopt the reorganization plan by a two-thirds majority vote. The plan includes provisions for the incorporation of a mutual insurance holding company and the continuation of the mutual insurance company as a stock insurance company. The plan also specifies that all initial shares of voting stock of the reorganized stock company should be issued to the parent mutual insurance holding company or an intermediate holding company. The membership interests of the policyholders in the mutual insurance company will become membership interests in the mutual insurance holding company, while the policyholder’s membership interests in the mutual insurance company will be extinguished. The plan ensures that the policyholders of the reorganized stock company will become members of the mutual insurance holding company. The mutual insurance holding company is required to own a majority of the voting stock of the reorganized stock company or an intermediate holding company. The act also outlines the voting rights of mutual insurance company policyholders regarding reorganization and the notice requirements for a policyholders meeting. It states that a reorganization plan adopted by a mutual insurance company’s board of directors must be voted upon by the policyholders at a policyholders meeting. The plan is approved if it receives the affirmative vote of at least a majority of the votes cast by policyholders. The proposed articles of incorporation for the mutual insurance holding company and any reorganized stock company must also be voted on by the policyholders. The articles of incorporation are adopted if they receive the affirmative vote of at least a majority of the policyholders. The Insurance Commissioner has the authority to conduct public hearings and approve or reject the reorganization plan. The act also outlines the requirements for the review and approval of reorganization plans by mutual insurance companies. Before proceeding with a reorganization plan, a mutual insurance company must obtain the approval of the Insurance Commissioner. The Commissioner will review the plan to ensure compliance with the provisions of the Act, proper filing of required documents, and fairness to the policyholders. The Commissioner may engage qualified experts to assist in the review process. The Commissioner must approve or reject the plan within a specified timeframe. The mutual insurance company is required to file certain documents within a specified timeframe upon receiving approval. Once approved, the mutual insurance company’s board of directors must file a Certificate of Reorganization with the Secretary of State. The act also addresses the amendments to the articles of incorporation of a mutual insurance holding company, the transfer of assets and liabilities during reorganization, the payment of costs and expenses, and the applicability of other laws to mutual insurance holding companies, reorganized stock companies, and intermediate holding companies. The act grants authority to the Insurance Commissioner to adopt rules necessary to carry out the purposes of the act.
Whom does it apply to?
The act applies to domestic and foreign mutual insurance companies, intermediate holding companies, and reorganized stock companies.
What does it govern?
The West Virginia Mutual to Mutual Insurance Holding Company Act governs the reorganization of mutual insurance companies in West Virginia.
What are exemptions?
The act does not mention any specific exemptions.
What are the Penalties?
No specific penalties are mentioned in this document.
Jurisdiction
West Virginia