Sec. 38a-156c. Amendments to articles of incorporation and plan of reorganization.
405 words·~2 min read·
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(a)A reorganized insurer may amend its articles of incorporation that have been adopted pursuant to a plan of reorganization and filed with the Secretary of the State, in accordance with subdivision
(1)of subsection
(g)of section 38a-156a , after the effective date in accordance with the provisions of chapter 601.
(1)A reorganized insurer may amend its plan of reorganization after the effective date. The insurer shall comply with the following:
(A)Approval by the board of directors of the reorganized insurer by a majority vote;
(B)Submission of the proposed amendment to the commissioner, in writing, in accordance with the provisions of subdivision
(4)of subsection
(b)of section 38a-156a ; and
(C)Approval by members of the mutual holding company that were entitled to vote, as members of the former domestic mutual insurer, on the original plan of reorganization. Such approval shall be by a majority vote of the members voting. The board of directors, the chairperson of the board of directors or the president of the mutual holding company shall call a meeting for members entitled to vote, pursuant to the articles of incorporation or bylaws of the mutual holding company, to present and hold a vote on the proposed amendment. Each such member shall vote by written ballot cast in person, by mail or by proxy.
(2)If a proposed amendment under subdivision
(1)of this subsection would adversely affect the rights of one or more, but not all, classes of members, only the members of each class whose rights would be adversely affected by the proposed amendment shall vote on the proposed amendment.
(3)Any such amendment shall take effect upon filing with the commissioner after compliance with and approval as required under subdivision
(1)of this subsection.
(1)At any time before the plan amendment becomes effective, the reorganized insurer may, by a majority vote of its board of directors, amend or withdraw the plan amendment. For an amendment to a plan amendment, all references in sections 38a-156 to 38a-156m , inclusive, to a plan amendment shall be deemed to refer to the plan amendment as amended. The reorganizing insurer shall submit any such amendment to the commissioner for approval.
(2)No amendment shall
(A)be deemed to change the adoption date of the plan amendment, or
(B)change the plan of reorganization in a manner the commissioner determines is prejudicial to the affected members.