CHAPTER 5. GOVERNANCE
IC 27-11-5
Chapter 5. Governance
IC 27-11-5-1
Amendment of laws of domestic society
Sec. 1. (a) A domestic society may amend its laws in accordancewith the provisions of the domestic society by action of its supremegoverning body at any regular or special meeting of the domesticsociety or, if its laws provide, by referendum. The referendum maybe held in accordance with the provisions of its laws by the vote ofthe voting members of the society, by the vote of delegates orrepresentatives of voting members, or by the vote of local lodges. Asociety may provide for voting by mail. No amendment submitted foradoption by referendum shall be adopted unless, within six (6)months from the date of submission of the amendment, a majority ofthe members voting shall have signified their consent to theamendment.
(b) No amendment to the laws of any domestic society shall takeeffect unless approved by the commissioner, who shall approve theamendment if the commissioner finds that it has been duly adoptedand is not inconsistent with any requirement of the laws of this stateor with the character, objects, and purposes of the society. Unless thecommissioner disapproves any amendment within sixty (60) daysafter the filing of the amendment, the amendment shall be consideredapproved. The approval or disapproval of the commissioner shall bein writing and mailed to the secretary or corresponding officer of thesociety at its principal office. In case the commissioner disapprovesthe amendment, the reasons for the disapproval shall be stated in thewritten notice.
(c) Within ninety (90) days from the approval of an amendmentby the commissioner, all such amendments, or a synopsis thereof,shall be furnished to all members of the society either by mail or bypublication in full in the official publication of the society. Theaffidavit of any officer of the society or of anyone authorized by it tomail any amendments or synopsis of the amendments stating factsthat show that the amendments have been duly addressed and mailed,is prima facie evidence that the amendments or synopsis of theamendments have been furnished the addressee.
(d) Every foreign or alien society authorized to do business in thisstate shall file with the commissioner a duly certified copy of allamendments of, or additions to, its laws within ninety (90) days afterthe enactment of same.
(e) Printed copies of the laws as amended, certified by thesecretary or corresponding officer of the society, shall be prima facieevidence of the legal adoption thereof.
As added by P.L.262-1985, SEC.1.
IC 27-11-5-2
Operation of not-for-profit institutions
Sec. 2. A society may create, maintain, and operate or may
establish organizations to operate not-for-profit institutions to furtherthe purposes permitted by IC 27-11-2-3. Such institutions mayfurnish services free or at a reasonable charge. Any real or personalproperty owned, held, or leased by the society for this purpose shallbe reported in every annual statement.
As added by P.L.262-1985, SEC.1.
IC 27-11-5-3
Reinsurance agreements
Sec. 3. (a) A domestic society may by a reinsurance agreementcede any individual risk or risks in whole or in part to an insurer(other than another fraternal benefit society) having the power tomake the reinsurance and authorized to do business in this state or,if not so authorized, one that is approved by the commissioner, butno society may reinsure substantially all of its insurance in forcewithout the written permission of the commissioner. It may takecredit for the reserves on the ceded risks to the extent reinsured, butno credit shall be allowed as an admitted asset or as a deduction fromliability to a ceding society for reinsurance made, ceded, renewed, orotherwise becoming effective after December 31, 1985, unless thereinsurance is payable by the assuming insurer on the basis of theliability of the ceding society under the contract or contractsreinsured without diminution because of the insolvency of the cedingsociety.
(b) Notwithstanding the limitation in subsection (a), a society mayreinsure the risks of another society in a consolidation or mergerapproved by the commissioner under section 4 of this chapter.
As added by P.L.262-1985, SEC.1.
IC 27-11-5-4
Consolidation or merger
Sec. 4. (a) A domestic society may consolidate or merge with anyother society by complying with this section. It shall file with thecommissioner:
(1) a certified copy of the written contract containing in full theterms and conditions of the consolidation or merger;
(2) a sworn statement by the president and secretary orcorresponding officers of each society showing the financialcondition of the society on a date fixed by the commissioner,but not earlier than December 31 next preceding the date of thecontract;
(3) a certificate of the officers, verified by their respectiveoaths, that the consolidation or merger has been approved by atwo-thirds (2/3) vote of the supreme governing body of eachsociety, the vote being conducted at a regular or special meetingof each body, or, if the society's laws permit, by mail; and
(4) evidence that, at least sixty (60) days before the action ofthe supreme governing body of each society, the text of thecontract has been furnished to all members of each societyeither by mail or by publication in full in the official publication
of each society.
(b) If the commissioner finds that:
(1) the contract is in conformity with this section;
(2) the financial statements are correct; and
(3) the consolidation or merger is just and equitable to themembers of each society;
the commissioner shall approve the contract and issue a certificate tothat effect. Upon approval, the contract shall be in full force andeffect unless any society that is a party to the contract is incorporatedunder the laws of any other state or territory. In that event, theconsolidation or merger shall not become effective unless and untilit has been approved as provided by the laws of the state or territoryand a certificate of approval has been filed with the commissioner or,if the laws of the state or territory contain no such provision, then theconsolidation or merger shall not become effective unless and untilit has been approved by the commissioner of that state or territoryand a certificate of approval has been filed with the commissioner ofthis state.
(c) Upon the consolidation or merger becoming effective, all therights, franchises, and interests of the consolidated or mergedsocieties in and to every species of property, real, personal, or mixed,and things in action thereunto belonging shall be vested in the societyresulting from or remaining after the consolidation or merger withoutany other instrument, except that conveyances of real property maybe evidenced by proper deeds, and the title to any real estate orinterest therein, vested under the laws of this state in any of thesocieties consolidated or merged, shall not revert or be in any wayimpaired by reason of the consolidation or merger, but shall vestabsolutely in the society resulting from or remaining after theconsolidation or merger.
(d) The affidavit of any officer of the society or of anyoneauthorized by it to mail any notice or document, stating that thenotice or document has been duly addressed and mailed, is primafacie evidence that the notice or document has been furnished theaddressees.
As added by P.L.262-1985, SEC.1.
IC 27-11-5-5
Conversion and licensing as mutual life insurance company
Sec. 5. Any domestic fraternal benefit society may be convertedand licensed as a mutual life insurance company by compliance withall the requirements of the insurance law for mutual life insurancecompanies. A plan of conversion shall be prepared in writing by theboard of directors setting forth in full the terms and conditions ofconversion. The affirmative vote of two-thirds (2/3) of all membersof the supreme governing body at a regular or special meeting shallbe necessary for the approval of the plan. No conversion shall takeeffect unless and until approved by the commissioner, who may givethe approval if the commissioner finds that the proposed change is inconformity with the requirements of law and not prejudicial to the
certificate holders of the society.
As added by P.L.262-1985, SEC.1.