IC 27-1-11
Chapter 11. Reorganization of Existing Insurance Companies
IC 27-1-11-1 Authority to reorganize; reorganization of mutual company as
stock company unauthorized
Sec. 1. Any stock company or mutual company organized before
March 8, 1935, under any of the laws of this state may reorganize
under the provisions of this article and thereafter avail itself of the
rights, privileges, immunities, and franchises provided by this article
by complying with the provisions of this chapter. Nothing in this
chapter shall be construed or interpreted as permitting or authorizing
the 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 to
reorganize under this article shall, by resolution adopted by a
majority vote of the members of such board, approve the articles of
reorganization 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 provisions
of this article; and
(6) a restatement of such provisions of its articles of
incorporation or association as may be deemed desirable so
long as the provisions restated would have been authorized by
this article as provisions of original articles of incorporation for
a 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 the
articles of reorganization shall direct that the articles be submitted to
a vote of the shareholders, members, or policyholders of such
corporation entitled to vote in respect thereof, at a designated
meeting 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 the
designated meeting is an annual meeting, notice of the submission of
the articles of reorganization shall be included in the notice of such
annual meeting. If the designated meeting is a special meeting of the
shareholders, members, or policyholders entitled to vote in respect
thereof, such meeting shall be called by the resolution designating
the meeting, and notice of such meeting shall be given at the time
and in the manner as provided in IC 27-1-7-7.
(b) The articles of reorganization so approved shall be submitted
to a vote of the shareholders, members, or policyholders entitled to
vote in respect thereof at the meeting directed by the resolution of the
board of directors approving the articles, and shall be adopted upon
receiving the affirmative vote of the holders of two-thirds (2/3) of the
outstanding shares entitled to vote in respect thereof, if a stock
company, or not less than two-thirds (2/3) of the members or
policyholders present and voting at such meeting, if other than a
stock company. The shareholders, members, or policyholders of a
corporation entitled to vote in respect of the organization of such
corporation shall be the shareholders entitled to vote under
IC 27-1-7-8 and the members or policyholders entitled to vote under
IC 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 of
reorganization shall be filed in triplicate originals, in the form
prescribed by the department, by the president or a vice president and
the secretary or an assistant secretary of the corporation, and
acknowledged and sworn to before a notary public by the officer
signing the same and shall be presented in triplicate to the
department at its office.
(b) The department is hereby authorized, in its discretion, to
approve or disapprove the articles of reorganization, and if the
department shall approve the articles of reorganization it shall
endorse its approval thereon as required in IC 27-1-6-8 and present
the same to the secretary of state for the state of Indiana for his
approval. (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 of
state
Sec. 5. Upon the presentation of the articles of reorganization, the
secretary of state, if he finds they conform to law, shall indorse his
approval on each of the triplicate copies of the articles, and when all
fees have been paid as required by law, shall file one (1) copy of the
articles in his office, issue a certificate of reorganization, and return
two (2) copies of the articles of reorganization, bearing the
indorsement of his approval, together with the certificate of
reorganization 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 the
articles of reorganization with the department and present to the
department its certificate of authority issued or renewed under
IC 27-1-6-18 for cancellation. The department shall file the certified
copy of articles of reorganization and shall cancel the said certificate
of authority and endorse the cancellation thereon, and issue a new
certificate of authority to the corporation under the provisions of
IC 27-1-6-18.
(b) The corporation shall then file for record with the county
recorder of the county in which the principal office of the
corporation is located, one (1) of the triplicate copies of the articles
of reorganization bearing the endorsement of the approval of the
secretary of state as provided for in section 5 of this chapter.
(c) A corporation which is reorganized in accordance with the
provisions of this chapter shall not exercise any new power, right, or
authority conferred by, or take any action pursuant to, such
reorganization until subsections (a) and (b) have been complied with.
If a corporation exercises any such new power, right, or authority or
takes any such action in violation of this section, the officers and
directors who participated therein shall be severally liable for any
debts or liabilities of the corporation incurred thereby or arising
therefrom. (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 by
the secretary of state, the filing for record of the articles with the
department and the county recorder as provided in section 6 of this
chapter, and the issuance of the new certificate of authority provided
for 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 to
all of the penalties, liabilities, and restrictions by the provisions
of this article granted to or imposed upon corporations
organized under this article; and
(3) the articles of incorporation or organization shall be deemed
to be amended to the extent, if any, that any provision or
provisions of such articles shall be restated in the articles of
reorganization as provided by section 2 of this chapter. (Formerly: Acts 1935, c.162, s.145.) As amended by P.L.252-1985,
SEC.58.
IC 27-1-11
Chapter 11. Reorganization of Existing Insurance Companies
IC 27-1-11-1 Authority to reorganize; reorganization of mutual company as
stock company unauthorized
Sec. 1. Any stock company or mutual company organized before
March 8, 1935, under any of the laws of this state may reorganize
under the provisions of this article and thereafter avail itself of the
rights, privileges, immunities, and franchises provided by this article
by complying with the provisions of this chapter. Nothing in this
chapter shall be construed or interpreted as permitting or authorizing
the 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 to
reorganize under this article shall, by resolution adopted by a
majority vote of the members of such board, approve the articles of
reorganization 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 provisions
of this article; and
(6) a restatement of such provisions of its articles of
incorporation or association as may be deemed desirable so
long as the provisions restated would have been authorized by
this article as provisions of original articles of incorporation for
a 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 the
articles of reorganization shall direct that the articles be submitted to
a vote of the shareholders, members, or policyholders of such
corporation entitled to vote in respect thereof, at a designated
meeting 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 the
designated meeting is an annual meeting, notice of the submission of
the articles of reorganization shall be included in the notice of such
annual meeting. If the designated meeting is a special meeting of the
shareholders, members, or policyholders entitled to vote in respect
thereof, such meeting shall be called by the resolution designating
the meeting, and notice of such meeting shall be given at the time
and in the manner as provided in IC 27-1-7-7.
(b) The articles of reorganization so approved shall be submitted
to a vote of the shareholders, members, or policyholders entitled to
vote in respect thereof at the meeting directed by the resolution of the
board of directors approving the articles, and shall be adopted upon
receiving the affirmative vote of the holders of two-thirds (2/3) of the
outstanding shares entitled to vote in respect thereof, if a stock
company, or not less than two-thirds (2/3) of the members or
policyholders present and voting at such meeting, if other than a
stock company. The shareholders, members, or policyholders of a
corporation entitled to vote in respect of the organization of such
corporation shall be the shareholders entitled to vote under
IC 27-1-7-8 and the members or policyholders entitled to vote under
IC 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 of
reorganization shall be filed in triplicate originals, in the form
prescribed by the department, by the president or a vice president and
the secretary or an assistant secretary of the corporation, and
acknowledged and sworn to before a notary public by the officer
signing the same and shall be presented in triplicate to the
department at its office.
(b) The department is hereby authorized, in its discretion, to
approve or disapprove the articles of reorganization, and if the
department shall approve the articles of reorganization it shall
endorse its approval thereon as required in IC 27-1-6-8 and present
the same to the secretary of state for the state of Indiana for his
approval. (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 of
state
Sec. 5. Upon the presentation of the articles of reorganization, the
secretary of state, if he finds they conform to law, shall indorse his
approval on each of the triplicate copies of the articles, and when all
fees have been paid as required by law, shall file one (1) copy of the
articles in his office, issue a certificate of reorganization, and return
two (2) copies of the articles of reorganization, bearing the
indorsement of his approval, together with the certificate of
reorganization 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 the
articles of reorganization with the department and present to the
department its certificate of authority issued or renewed under
IC 27-1-6-18 for cancellation. The department shall file the certified
copy of articles of reorganization and shall cancel the said certificate
of authority and endorse the cancellation thereon, and issue a new
certificate of authority to the corporation under the provisions of
IC 27-1-6-18.
(b) The corporation shall then file for record with the county
recorder of the county in which the principal office of the
corporation is located, one (1) of the triplicate copies of the articles
of reorganization bearing the endorsement of the approval of the
secretary of state as provided for in section 5 of this chapter.
(c) A corporation which is reorganized in accordance with the
provisions of this chapter shall not exercise any new power, right, or
authority conferred by, or take any action pursuant to, such
reorganization until subsections (a) and (b) have been complied with.
If a corporation exercises any such new power, right, or authority or
takes any such action in violation of this section, the officers and
directors who participated therein shall be severally liable for any
debts or liabilities of the corporation incurred thereby or arising
therefrom. (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 by
the secretary of state, the filing for record of the articles with the
department and the county recorder as provided in section 6 of this
chapter, and the issuance of the new certificate of authority provided
for 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 to
all of the penalties, liabilities, and restrictions by the provisions
of this article granted to or imposed upon corporations
organized under this article; and
(3) the articles of incorporation or organization shall be deemed
to be amended to the extent, if any, that any provision or
provisions of such articles shall be restated in the articles of
reorganization as provided by section 2 of this chapter. (Formerly: Acts 1935, c.162, s.145.) As amended by P.L.252-1985,
SEC.58.
IC 27-1-11
Chapter 11. Reorganization of Existing Insurance Companies
IC 27-1-11-1 Authority to reorganize; reorganization of mutual company as
stock company unauthorized
Sec. 1. Any stock company or mutual company organized before
March 8, 1935, under any of the laws of this state may reorganize
under the provisions of this article and thereafter avail itself of the
rights, privileges, immunities, and franchises provided by this article
by complying with the provisions of this chapter. Nothing in this
chapter shall be construed or interpreted as permitting or authorizing
the 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 to
reorganize under this article shall, by resolution adopted by a
majority vote of the members of such board, approve the articles of
reorganization 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 provisions
of this article; and
(6) a restatement of such provisions of its articles of
incorporation or association as may be deemed desirable so
long as the provisions restated would have been authorized by
this article as provisions of original articles of incorporation for
a 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 the
articles of reorganization shall direct that the articles be submitted to
a vote of the shareholders, members, or policyholders of such
corporation entitled to vote in respect thereof, at a designated
meeting 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 the
designated meeting is an annual meeting, notice of the submission of
the articles of reorganization shall be included in the notice of such
annual meeting. If the designated meeting is a special meeting of the
shareholders, members, or policyholders entitled to vote in respect
thereof, such meeting shall be called by the resolution designating
the meeting, and notice of such meeting shall be given at the time
and in the manner as provided in IC 27-1-7-7.
(b) The articles of reorganization so approved shall be submitted
to a vote of the shareholders, members, or policyholders entitled to
vote in respect thereof at the meeting directed by the resolution of the
board of directors approving the articles, and shall be adopted upon
receiving the affirmative vote of the holders of two-thirds (2/3) of the
outstanding shares entitled to vote in respect thereof, if a stock
company, or not less than two-thirds (2/3) of the members or
policyholders present and voting at such meeting, if other than a
stock company. The shareholders, members, or policyholders of a
corporation entitled to vote in respect of the organization of such
corporation shall be the shareholders entitled to vote under
IC 27-1-7-8 and the members or policyholders entitled to vote under
IC 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 of
reorganization shall be filed in triplicate originals, in the form
prescribed by the department, by the president or a vice president and
the secretary or an assistant secretary of the corporation, and
acknowledged and sworn to before a notary public by the officer
signing the same and shall be presented in triplicate to the
department at its office.
(b) The department is hereby authorized, in its discretion, to
approve or disapprove the articles of reorganization, and if the
department shall approve the articles of reorganization it shall
endorse its approval thereon as required in IC 27-1-6-8 and present
the same to the secretary of state for the state of Indiana for his
approval. (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 of
state
Sec. 5. Upon the presentation of the articles of reorganization, the
secretary of state, if he finds they conform to law, shall indorse his
approval on each of the triplicate copies of the articles, and when all
fees have been paid as required by law, shall file one (1) copy of the
articles in his office, issue a certificate of reorganization, and return
two (2) copies of the articles of reorganization, bearing the
indorsement of his approval, together with the certificate of
reorganization 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 the
articles of reorganization with the department and present to the
department its certificate of authority issued or renewed under
IC 27-1-6-18 for cancellation. The department shall file the certified
copy of articles of reorganization and shall cancel the said certificate
of authority and endorse the cancellation thereon, and issue a new
certificate of authority to the corporation under the provisions of
IC 27-1-6-18.
(b) The corporation shall then file for record with the county
recorder of the county in which the principal office of the
corporation is located, one (1) of the triplicate copies of the articles
of reorganization bearing the endorsement of the approval of the
secretary of state as provided for in section 5 of this chapter.
(c) A corporation which is reorganized in accordance with the
provisions of this chapter shall not exercise any new power, right, or
authority conferred by, or take any action pursuant to, such
reorganization until subsections (a) and (b) have been complied with.
If a corporation exercises any such new power, right, or authority or
takes any such action in violation of this section, the officers and
directors who participated therein shall be severally liable for any
debts or liabilities of the corporation incurred thereby or arising
therefrom. (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 by
the secretary of state, the filing for record of the articles with the
department and the county recorder as provided in section 6 of this
chapter, and the issuance of the new certificate of authority provided
for 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 to
all of the penalties, liabilities, and restrictions by the provisions
of this article granted to or imposed upon corporations
organized under this article; and
(3) the articles of incorporation or organization shall be deemed
to be amended to the extent, if any, that any provision or
provisions of such articles shall be restated in the articles of
reorganization as provided by section 2 of this chapter. (Formerly: Acts 1935, c.162, s.145.) As amended by P.L.252-1985,
SEC.58.
