2016 Kentucky Revised Statutes CHAPTER 304 - INSURANCE CODE Subtitle 24 - Domestic Stock and Mutual Insurers 304.24-611 Vote on plan of conversion and proposed amendments -- Meeting of members -- Notice of right to vote and accompanying materials -- Voting by proxy.
Download as PDF
304.24-611 Vote on plan of conversion and proposed amendments -- Meeting of
members -- Notice of right to vote and accompanying materials -- Voting by
proxy.
(1)
(2)
(3)
(4)
(5)
(6)
(7)
The plan of conversion and the proposed amendment to the articles of incorporation
of the converting mutual shall be submitted to a vote of the members of the
converting mutual, as provided in this section and in KRS 304.24-095.
The meeting of members shall be held no later than ninety (90) days after the
issuance of the commissioner's order of approval of the plan of conversion or after
the filing of all amendments in compliance with the order of conditional approval of
the plan of conversion.
The converting mutual shall give written notice of the right to vote on the plan of
conversion to the members of the converting mutual entitled to vote. The notice
shall be accompanied by explanatory information concerning the plan of conversion
and may be accompanied by proxy solicitation materials. The notice and
accompanying information and materials shall not be provided to the members until
approved by the commissioner. The notice and accompanying materials shall
include:
(a) A brief statement of the subject of the meeting;
(b) The date, time, and location of the meeting;
(c) A description of the member's right to attend and participate in the meeting;
(d) A description of the nature and amount of consideration that will be provided
to the eligible members upon completion of the conversion;
(e) If reasonably ascertainable by the converting mutual, a description of the form
and amount or approximate amount of consideration to be provided to the
particular member to whom the notice is addressed;
(f) A copy of the plan of conversion and summary of the plan; and
(g) A reference to the applicable statutory provisions.
The notice required by subsection (3) of this section shall achieve a minimum score
of forty (40) on the Flesch reading ease test or an equivalent score on a comparable
test approved by the commissioner.
The notice shall be mailed, or provided by some other method or methods as may
be approved by the commissioner, not less than thirty (30) days before the date of
the meeting of members to vote on the plan of conversion.
Only persons who are members of the converting mutual on both the date the
converting mutual's board of directors adopts the resolution proposing the plan of
conversion and the record date for the meeting established by the board of directors
shall be entitled to vote on the plan of conversion and the proposed amendment to
the articles of incorporation of the converting mutual. Each voting member shall be
entitled to vote in accordance with KRS 304.24-210.
Notwithstanding KRS 304.24-210, a member may vote by proxy only if:
(a) The proxy was solicited and obtained from the member for the express and
sole purpose of voting on the plan of conversion, amendments to the articles
(8)
of incorporation and bylaws, and any other matter materially related to the
plan of conversion; and
(b) The proxy solicitation materials were provided to the commissioner prior to
sending the materials to the members.
The plan of conversion and the proposed amendment to the converting mutual's
articles of incorporation shall be approved by the members upon receiving the
affirmative votes of at least two-thirds (2/3) of the members voting at the meeting in
person or by proxy.
Effective: July 15, 2010
History: Amended 2010 Ky. Acts ch. 24, sec. 1355, effective July 15, 2010. -- Created
2000 Ky. Acts ch. 42, sec. 7, effective July 14, 2000.
Disclaimer: These codes may not be the most recent version. Kentucky may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.