11542.1
. (a) Upon the effective date of a plan of conversion in
accordance with Section 11537.2, the mutual life insurer immediately
becomes a stock corporation, the membership interests and rights in
surplus of its members are extinguished, the members of the mutual
life insurer immediately become members of the mutual holding
company, all of the voting stock initially issued by the converted
insurer is owned by the stock holding company, and all of the voting
stock initially issued by the stock holding company is owned by the
mutual holding company. The stock holding company may thereafter,
subject to compliance with Article 8 (commencing with Section 820) of
Chapter 1 of Part 2 of Division 1, issue securities to other
persons. After the effective date, owners of policies that are issued
by a stock insurer that has been converted from a mutual life
insurer pursuant to proceedings under this chapter shall become
members of the mutual holding company immediately upon issuance of
the policies. Any person may be a member of a mutual holding company.
(b) From the effective date, the mutual holding company shall hold
at least 51 percent of the issued and outstanding voting stock of
the stock holding company and the stock holding company thereafter
shall at all times hold all of the issued and outstanding voting
stock of the converted insurer. The stock holding company may issue
additional voting stock to the mutual holding company and, in
addition, to other persons an amount of voting stock and securities
convertible into voting stock, if in the aggregate, the issued and
outstanding voting stock of the stock holding company not held by the
mutual holding company does not exceed 49 percent of the issued and
outstanding voting stock of the stock holding company. For purposes
of the 49-percent limitation, any issued and outstanding securities
of the stock holding company that are convertible into voting stock
are considered issued and outstanding voting stock.
(c) The commissioner shall retain jurisdiction over the mutual
holding company organized pursuant to this chapter. Except as
provided in this code, a mutual holding company is subject to the
provisions of the General Corporation Law in like manner with other
corporations. However, provisions of that law referring to
shareholders or members shall be applied as though those provisions
referred to the members of a mutual holding company.
(d) With respect to the management, records, and affairs of a
mutual holding company and except as otherwise provided in this
chapter, a member of a mutual holding company has the same character
of rights and relationship as a stockholder has toward a domestic
stock life insurer subject to the provisions of this code.
(e) Each member of a mutual holding company is entitled to one
vote on each matter coming to a vote at any meeting of members,
regardless of the number of policies that the member holds.
(f) Notice of all meetings of members, whether annual or special,
shall be given in writing to the members entitled to vote. The notice
shall be given by the secretary, assistant secretary, or other
persons charged with that duty. If there is no such officer, or if he
or she neglects or refuses this duty, notice may be given by any
director. At the option of the converted insurer, the notice may be
imprinted on premium notices or receipts or on both. A notice may be
given to any member either personally, or by mail, or other means of
written communication, charges prepaid, addressed to the member at
his or her address appearing on the books of the insurer or given by
the member to the converted insurer for the purpose of notice. If a
member gives no address, and if there is no address on the books of
the insurer, notice shall be deemed to have been given the member if
sent by mail or other means of written communication addressed to the
place where the principal office of the converted insurer is
situated, or if published at least once in a newspaper of general
circulation in the county in which the office is located and in the
newspaper that has the largest daily circulation in this state.
Notice of any meeting of members shall be sent to each member
entitled to notice not less than 14 days before a meeting. Notice of
any meeting of members shall specify the place, the day, and the hour
of the meeting and the general nature of the business to be
transacted. For any member who gives no address and has no address on
the books of the insurer, notice of an annual meeting to be held at
the time and place specified is deemed adequate if published at least
once in each of four successive weeks in a newspaper of general
circulation in the county in which the principal office of the
converted insurer is located and in the newspaper that has the
largest daily circulation in this state. If the notice is so
published, no other notice of the meeting is required.
(g) The presence in person or by proxy of 5 percent of the members
of a mutual holding company entitled to vote at any meeting
constitutes a quorum for the transaction of all business of the
mutual holding company, including, but not limited to, the amendment
of the articles of incorporation or bylaws of the mutual holding
company.
(h) Any required member approval shall be by the affirmative vote
of a majority of the members who vote, or a higher percentage of the
members as may be required by law or the articles of incorporation, a
quorum being present.
(i) The articles of incorporation or the bylaws of the mutual
holding company may provide that the directors may be divided into
two or more classes whose terms of office shall expire at different
times. No term shall continue longer than six years. In the absence
of such provisions, each director shall be elected for a term of one
year. All directors shall hold office for the term for which they are
elected and until their successors are elected and qualified. A
director may, but need not, be a member of the mutual holding company
of which he or she is acting as director. Vacancies in the board of
directors may be filled by a majority of the remaining directors,
though less than a quorum. Each director so elected shall hold office
until the next annual meeting.
(j) If any proceedings under Article 14 (commencing with Section
1010), Article 14.3 (commencing with Section 1064.1), Article 14.5
(commencing with Section 1065.1), or Article 15.5 (commencing with
Section 1077), of Chapter 1 of Part 2 of Division 1, are brought
naming as a party a stock insurer created as a result of proceedings
authorized by this chapter, the mutual holding company formed as part
of the conversion automatically becomes a party to the proceedings.
All of the assets of the mutual holding company, including, but not
limited to, its interest in the stock holding company formed pursuant
to this chapter, are deemed assets of the estate of the stock life
insurer to the extent necessary to satisfy claims of persons against
the stock life insurer who have claims falling within the priorities
established in paragraphs (1) to (5), inclusive, of subdivision (a)
of Section 1033. Claims of persons in their capacity as members of
the mutual holding company shall be claims falling within the
priority established in paragraph (6) of subdivision (a) of Section
1033. A mutual holding company may not dissolve, liquidate, or wind
up and dissolve without the prior written approval of the
commissioner or the court pursuant to proceedings brought pursuant to
Article 15 (commencing with Section 1070) of Chapter 1 of Part 2 of
Division 1.
(k) Membership interests in a mutual holding company are exempt
from Article 8 (commencing with Section 820) of Chapter 1 of Part 2
of Division 1. A description of the membership interests and related
factual disclosure shall not be considered to be an inducement to buy
insurance in violation of Section 10430. Any promise of returns,
profits, or distributions, or representations with regard to the
benefits of membership, made as an inducement in connection with the
issuance and delivery of a policy is subject to Section 10430 and the
remedy provided in Section 10433.