2006 Code of Virginia § 38.2-1016 - Amendment of charter and bylaws; change of name; retirement and cancellation of stock; when mutuali...

38.2-1016. Amendment of charter and bylaws; change of name; retirement andcancellation of stock; when mutualization effective; assets and liabilities;officers and directors; general restrictions and powers.

A. Upon acquisition by the trustees of all of the capital stock of theinsurer pursuant to the provisions of this article, the charter of theinsurer shall be amended to reflect its mutualization. The charter may beamended in any other respect considered necessary by the board of directorsand trustees of the insurer in accordance with the provisions of this articleand Article 11 ( 13.1-705 et seq.) of Chapter 9 of Title 13.1. Upon theamendment of the charter of the insurer, the board of directors named in theamendment shall adopt any changes in the bylaws considered necessary, and thebylaws and any amendments to them shall be filed with the Commission withinthirty days after adoption.

B. As soon as the charter of the insurer has been amended as provided in thissection, the capital stock of the insurer held by the trustees shall beassigned to the insurer and shall be retired and cancelled. Certification ofthat action by the proper officers of the insurer shall be made to theCommission, and the trustees acting under the plan shall be discharged. Theinsurer shall then immediately become a mutual insurer owning all the assetsof the converted stock insurer and subject to all its liabilities.

C. The officers and directors of the insurer named in the amended chartershall continue as the officers and directors of the mutual insurer untiltheir successors are duly elected in accordance with the provisions of theamended charter and the bylaws adopted under it.

D. The converted mutual insurer, except as otherwise provided in this title,shall be subject to all the general restrictions and have all the generalpowers imposed and conferred upon nonstock corporations by law.

(1954, c. 20, 38.1-495.5; 1956, c. 431; 1986, c. 562.)