CHAPTER 11. REORGANIZATION OF EXISTING INSURANCE COMPANIES
IC 27-1-11
Chapter 11. Reorganization of Existing Insurance Companies
IC 27-1-11-1
Authority to reorganize; reorganization of mutual company asstock company unauthorized
Sec. 1. Any stock company or mutual company organized beforeMarch 8, 1935, under any of the laws of this state may reorganizeunder the provisions of this article and thereafter avail itself of therights, privileges, immunities, and franchises provided by this articleby complying with the provisions of this chapter. Nothing in thischapter shall be construed or interpreted as permitting or authorizingthe reorganization of a mutual company as a stock company.
(Formerly: Acts 1935, c.162, s.139.) As amended by P.L.252-1985,SEC.53.
IC 27-1-11-2
Articles; approval by directors
Sec. 2. The board of directors of such company desiring toreorganize under this article shall, by resolution adopted by amajority vote of the members of such board, approve the articles ofreorganization setting forth:
(1) the name of the corporation;
(2) the location of its principal office;
(3) the date of its incorporation or organization;
(4) a designation of the statute under which it was organized;
(5) a declaration that it accepts all of the terms and provisionsof this article; and
(6) a restatement of such provisions of its articles ofincorporation or association as may be deemed desirable solong as the provisions restated would have been authorized bythis article as provisions of original articles of incorporation fora corporation organized under this article.
(Formerly: Acts 1935, c.162, s.140.) As amended by P.L.252-1985,SEC.54.
IC 27-1-11-3
Articles; submission to shareholders, members, or policyholders;vote required; eligibility to vote
Sec. 3. (a) The resolution of the board of directors approving thearticles of reorganization shall direct that the articles be submitted toa vote of the shareholders, members, or policyholders of suchcorporation entitled to vote in respect thereof, at a designatedmeeting thereof, which may be an annual meeting of shareholders,members, or policyholders or a special meeting of the shareholders,members, or policyholders, entitled to vote in respect thereof. If thedesignated meeting is an annual meeting, notice of the submission ofthe articles of reorganization shall be included in the notice of suchannual meeting. If the designated meeting is a special meeting of theshareholders, members, or policyholders entitled to vote in respect
thereof, such meeting shall be called by the resolution designatingthe meeting, and notice of such meeting shall be given at the timeand in the manner as provided in IC 27-1-7-7.
(b) The articles of reorganization so approved shall be submittedto a vote of the shareholders, members, or policyholders entitled tovote in respect thereof at the meeting directed by the resolution of theboard of directors approving the articles, and shall be adopted uponreceiving the affirmative vote of the holders of two-thirds (2/3) of theoutstanding shares entitled to vote in respect thereof, if a stockcompany, or not less than two-thirds (2/3) of the members orpolicyholders present and voting at such meeting, if other than astock company. The shareholders, members, or policyholders of acorporation entitled to vote in respect of the organization of suchcorporation shall be the shareholders entitled to vote underIC 27-1-7-8 and the members or policyholders entitled to vote underIC 27-1-7-9.
(Formerly: Acts 1935, c.162, s.141.) As amended by P.L.252-1985,SEC.55.
IC 27-1-11-4
Articles; execution; approval or disapproval by department
Sec. 4. (a) Upon the approval and adoption thereof, the articles ofreorganization shall be filed in triplicate originals, in the formprescribed by the department, by the president or a vice president andthe secretary or an assistant secretary of the corporation, andacknowledged and sworn to before a notary public by the officersigning the same and shall be presented in triplicate to thedepartment at its office.
(b) The department is hereby authorized, in its discretion, toapprove or disapprove the articles of reorganization, and if thedepartment shall approve the articles of reorganization it shallendorse its approval thereon as required in IC 27-1-6-8 and presentthe same to the secretary of state for the state of Indiana for hisapproval.
(Formerly: Acts 1935, c.162, s.142.) As amended by P.L.252-1985,SEC.56.
IC 27-1-11-5
Articles; presentation to secretary of state; duties of secretary ofstate
Sec. 5. Upon the presentation of the articles of reorganization, thesecretary of state, if he finds they conform to law, shall indorse hisapproval on each of the triplicate copies of the articles, and when allfees have been paid as required by law, shall file one (1) copy of thearticles in his office, issue a certificate of reorganization, and returntwo (2) copies of the articles of reorganization, bearing theindorsement of his approval, together with the certificate ofreorganization to the corporation or its representatives.
(Formerly: Acts 1935, c.162, s.143.)
IC 27-1-11-6
Filing copy of articles; cancellation of certificate of authority;recording articles; exercise of new powers
Sec. 6. (a) The corporation shall then file a certified copy of thearticles of reorganization with the department and present to thedepartment its certificate of authority issued or renewed underIC 27-1-6-18 for cancellation. The department shall file the certifiedcopy of articles of reorganization and shall cancel the said certificateof authority and endorse the cancellation thereon, and issue a newcertificate of authority to the corporation under the provisions ofIC 27-1-6-18.
(b) The corporation shall then file for record with the countyrecorder of the county in which the principal office of thecorporation is located, one (1) of the triplicate copies of the articlesof reorganization bearing the endorsement of the approval of thesecretary of state as provided for in section 5 of this chapter.
(c) A corporation which is reorganized in accordance with theprovisions of this chapter shall not exercise any new power, right, orauthority conferred by, or take any action pursuant to, suchreorganization until subsections (a) and (b) have been complied with.If a corporation exercises any such new power, right, or authority ortakes any such action in violation of this section, the officers anddirectors who participated therein shall be severally liable for anydebts or liabilities of the corporation incurred thereby or arisingtherefrom.
(Formerly: Acts 1935, c.162, s.144.) As amended by P.L.252-1985,SEC.57.
IC 27-1-11-7
Completion of reorganization; effect
Sec. 7. Upon the issuance of the certificate of reorganization bythe secretary of state, the filing for record of the articles with thedepartment and the county recorder as provided in section 6 of thischapter, and the issuance of the new certificate of authority providedfor in section 6 of this chapter:
(1) the reorganization shall become effective;
(2) the corporation shall be entitled to all of the rights,privileges, immunities, powers, and franchises and be subject toall of the penalties, liabilities, and restrictions by the provisionsof this article granted to or imposed upon corporationsorganized under this article; and
(3) the articles of incorporation or organization shall be deemedto be amended to the extent, if any, that any provision orprovisions of such articles shall be restated in the articles ofreorganization as provided by section 2 of this chapter.
(Formerly: Acts 1935, c.162, s.145.) As amended by P.L.252-1985,SEC.58.