17:48E-46.9. Membership in mutual holding company
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/nj/title-17/chapter-48e/17-48e-46-9·A research copy — for the controlling text, always check the official state or federal source. Not legal advice.
9. a. Membership in a mutual holding company shall be determined in accordance with the mutual holding company's articles of incorporation and bylaws and may be based upon:
(1)the amount of health insurance policies in force with the reorganized insurer;
(2)the amount of the health insurance premiums paid to the reorganized insurer; or
(3)other reasonable factors.
A mutual holding company may also consider the amount of premiums paid to, or policies in force under, affiliated insurance companies operating under the same brand licensee program as the reorganized insurer and permit entities holding administrative services agreements with the mutual holding company to be members of the mutual holding company. The mutual holding company may provide in its bylaws the basis for the number of votes those entities will have as members of the mutual holding company.
b. Members of a mutual holding company shall be entitled to vote for the election of directors of the mutual holding company in accordance with the mutual holding company's bylaws. Directors of the mutual holding company shall be elected from nominees selected by the nominating and governance committee of the board of directors of the mutual holding company, or a comparably authorized committee, except for public directors serving in accordance with section 15 of P.L.2020, c.145 (C.17:48E-46.15).
c. No member of a mutual holding company shall transfer membership or any right arising therefrom.
d. Except as specified in subsection b. of this section, a membership interest in a mutual holding company shall not be deemed to give rise to any other rights, including any ownership interests in, or ownership rights with respect to, the assets of any entity in the mutual holding company system or any predecessor entity, and shall not be deemed to give rise to any entitlement to receive payment of any dividend or other distribution in connection with the ownership, control, benefits, policies, purpose or nature of any entity in the mutual holding company system or any predecessor entity.
e. A member of a mutual holding company is not personally liable for the acts, debts, liabilities or obligations of the mutual holding company solely because of the member's membership status.
f. No assessments shall be imposed upon the members of a mutual holding company by the directors or members, or because of any liability, act, debt or obligation of the mutual holding company or of any company owned or controlled by the mutual holding company.
g. A membership interest in a mutual holding company shall not constitute a security pursuant to the laws of this state.
L.2020, c.145, s.9.