Article 12.--MUTUAL INSURANCE COMPANIES OTHER THAN LIFE
40-1219.Same; vote ofpolicyholders on agreement; meetings ofpolicyholders, notice; required votes.(a) Except as otherwise provided herein, the agreement of merger orconsolidation shall be submitted to a vote ofthe policyholders of each company at an annual, periodic or special meetingof policyholders of each such company. The right of a policyholder to voteshall be governed by the laws of the domiciliary state and the bylaws ofthe company. Written or printed notice shall be given not less than 20 daysbefore each such meeting, either personally or by mail, toeachpolicyholder entitled to vote. If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail, with postage prepaid,addressed to the policyholder, at such policyholder's address as itappears on the recordsof the company. Such notice, whether the meeting is annual, periodic orspecial, shall state the place, day, hour and purpose of the meeting, and acopy or a summary of the agreement of merger or consolidation, as the casemay be, shall be included in or enclosed with such notice.
(b) In the case of consolidation the proposed articles of incorporationofthe new company must be set out in full in or enclosed with suchnotice andin the case of merger, any amendments to the articles of incorporation ofthe continuing company as may be desired or necessary to provide for thepurposes of the merger or to comply with law, must be set out separatelyand in full in or enclosed with such notice clearly showing thenature ofsuch amendments. The policyholders may vote in person or by proxy.Two-thirds of the votes cast by the policyholders of each suchcompany, as are represented at the meeting in person or by proxy, must bein favor of the agreement in order to approve any such agreement. Shouldthe agreement fail to receive the required number of votes it shall be nulland void.
(c) The provisions of subsections (a) and (b) shall not apply to thesurviving company of any merger or consolidation to which this act applieswhose surplus as regards policyholders is greater than 25 times the surplus asregards policyholders of the nonsurviving company or companies. For purposes ofthis section, the surplus as regards policyholders of the respective companiesshall be those reflected by the most recent statement of financial conditionfiled with and accepted by the commissioner pursuant to K.S.A. 40-225 andamendments thereto.
Article 12.--MUTUAL INSURANCE COMPANIES OTHER THAN LIFE
40-1219.Same; vote ofpolicyholders on agreement; meetings ofpolicyholders, notice; required votes.(a) Except as otherwise provided herein, the agreement of merger orconsolidation shall be submitted to a vote ofthe policyholders of each company at an annual, periodic or special meetingof policyholders of each such company. The right of a policyholder to voteshall be governed by the laws of the domiciliary state and the bylaws ofthe company. Written or printed notice shall be given not less than 20 daysbefore each such meeting, either personally or by mail, toeachpolicyholder entitled to vote. If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail, with postage prepaid,addressed to the policyholder, at such policyholder's address as itappears on the recordsof the company. Such notice, whether the meeting is annual, periodic orspecial, shall state the place, day, hour and purpose of the meeting, and acopy or a summary of the agreement of merger or consolidation, as the casemay be, shall be included in or enclosed with such notice.
(b) In the case of consolidation the proposed articles of incorporationofthe new company must be set out in full in or enclosed with suchnotice andin the case of merger, any amendments to the articles of incorporation ofthe continuing company as may be desired or necessary to provide for thepurposes of the merger or to comply with law, must be set out separatelyand in full in or enclosed with such notice clearly showing thenature ofsuch amendments. The policyholders may vote in person or by proxy.Two-thirds of the votes cast by the policyholders of each suchcompany, as are represented at the meeting in person or by proxy, must bein favor of the agreement in order to approve any such agreement. Shouldthe agreement fail to receive the required number of votes it shall be nulland void.
(c) The provisions of subsections (a) and (b) shall not apply to thesurviving company of any merger or consolidation to which this act applieswhose surplus as regards policyholders is greater than 25 times the surplus asregards policyholders of the nonsurviving company or companies. For purposes ofthis section, the surplus as regards policyholders of the respective companiesshall be those reflected by the most recent statement of financial conditionfiled with and accepted by the commissioner pursuant to K.S.A. 40-225 andamendments thereto.
Article 12.--MUTUAL INSURANCE COMPANIES OTHER THAN LIFE
40-1219.Same; vote ofpolicyholders on agreement; meetings ofpolicyholders, notice; required votes.(a) Except as otherwise provided herein, the agreement of merger orconsolidation shall be submitted to a vote ofthe policyholders of each company at an annual, periodic or special meetingof policyholders of each such company. The right of a policyholder to voteshall be governed by the laws of the domiciliary state and the bylaws ofthe company. Written or printed notice shall be given not less than 20 daysbefore each such meeting, either personally or by mail, toeachpolicyholder entitled to vote. If mailed, such notice shall be deemed to bedelivered when deposited in the United States mail, with postage prepaid,addressed to the policyholder, at such policyholder's address as itappears on the recordsof the company. Such notice, whether the meeting is annual, periodic orspecial, shall state the place, day, hour and purpose of the meeting, and acopy or a summary of the agreement of merger or consolidation, as the casemay be, shall be included in or enclosed with such notice.
(b) In the case of consolidation the proposed articles of incorporationofthe new company must be set out in full in or enclosed with suchnotice andin the case of merger, any amendments to the articles of incorporation ofthe continuing company as may be desired or necessary to provide for thepurposes of the merger or to comply with law, must be set out separatelyand in full in or enclosed with such notice clearly showing thenature ofsuch amendments. The policyholders may vote in person or by proxy.Two-thirds of the votes cast by the policyholders of each suchcompany, as are represented at the meeting in person or by proxy, must bein favor of the agreement in order to approve any such agreement. Shouldthe agreement fail to receive the required number of votes it shall be nulland void.
(c) The provisions of subsections (a) and (b) shall not apply to thesurviving company of any merger or consolidation to which this act applieswhose surplus as regards policyholders is greater than 25 times the surplus asregards policyholders of the nonsurviving company or companies. For purposes ofthis section, the surplus as regards policyholders of the respective companiesshall be those reflected by the most recent statement of financial conditionfiled with and accepted by the commissioner pursuant to K.S.A. 40-225 andamendments thereto.
