2014 Kentucky Revised Statutes CHAPTER 304 - INSURANCE CODE Subtitle 24 - Domestic Stock and Mutual Insurers 24.24-095 Articles of incorporation of a combined stock and mutual life insurance company -- Possible amendments.
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304.24-095 Articles of incorporation of a combined stock and mutual life
insurance company -- Possible amendments.
(1)
(2)
(3)
A domestic stock or mutual life insurance company may amend its articles of
incorporation so as to become a combined stock and mutual life company;
provided, that no such amendment shall deprive any stockholder or member or
policyholder of the right, at any and all meetings of stockholders and members
or policyholders held thereafter, to cast as many votes for directors as are
provided by the articles of incorporation in force at the time of the adoption of
such amendment, or by the law in force at such time. No such amendment
shall be construed to change the identity of the corporation and it shall
thereafter continue to be governed by the laws applicable thereto at the time of
such amendment and as amended hereafter and not inconsistent with this
subtitle, as well as those relating to the added characteristic of capital stock or
mutuality which it shall have acquired by such amendment.
The articles of incorporation of a combined stock and mutual insurance
company may be amended in any respect provided by KRS Chapter 271B and
this subtitle, in the manner therein provided. The articles of incorporation of a
combined stock and mutual life insurance company may also be amended in
respect to any matter which the original articles of incorporation of a combined
stock and mutual life insurance company might lawfully have contained, or so
as to vest in its board of directors authority to make and alter bylaws subject to
the power of the stockholders and members to change or repeal such bylaws,
by the affirmative vote, at a regular meeting of stockholders and members or at
a special meeting of stockholders and members called for that expressly stated
purpose by the board of directors which shall first have proposed the
amendment and declared it to be advisable, of:
(a) A majority of the total number of votes to which stockholders are entitled;
and
(b) At least one-fifth (1/5) of the total number of votes to which participating
policyholder members are entitled, provided the proposed amendment
does not receive the negative vote of more than five percent (5%) of the
total number of votes to which all participating policyholder members are
entitled.
The articles of incorporation of a combined stock and mutual life insurance
company may also be amended so as to increase or decrease its capital stock,
or so as to change the number and par value of the shares of its capital stock,
or so as to limit or deny to stockholders the preemptive right to subscribe to
any or all shares of stock which may be authorized to be thereafter issued, by a
majority vote of all its shares but without the vote of its members, at a regular
meeting or at a special meeting of stockholders called for that expressly stated
purpose by the board of directors which shall first have proposed the
amendment and declared it to be advisable and not adverse to or in conflict
with the rights and interests of the members, provided that if the proposed
amendment is to increase or decrease the capital stock or to change the
number of the shares of the capital stock, the resolution specifying the
proposed amendment and the certificate of amendment shall expressly
provide:
(a)
(b)
That the stockholders holding all its shares shall, at all meetings, be
entitled to the same number of total votes after the amendment is adopted
as they were entitled to before the amendment; and
That each stockholder shall, at all meetings, be entitled to a fraction of
one (1) vote for each share of stock held by him, the numerator of which
fraction shall be the number of shares outstanding before the first such
amendment is adopted and the denominator of which fraction shall be the
number of shares outstanding.
Effective:July 13, 1984
History: Created 1984 Ky. Acts ch. 343, sec. 2, effective July 13, 1984.
Legislative Research Commission Note. As of January 1, 1989, KRS Ch. 271A
becomes KRS Ch. 271B. Therefore, the reference in subsection (2) of this
section to KRS Ch. 271A has been changed to KRS Ch. 271B.
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