reglab/housing_qa huggingface dataset:
18 DE Code § 4934. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4934. Merger, consolidation — Allowable circumstances; “surviving insurer” defined.

§ 4934. Merger, consolidation — Allowable circumstances; “surviving insurer” defined. (a) A domestic mutual insurer shall not merge or consolidate with a stock insurer. (b) A domestic mutual insurer may merge or consolidate with another domestic or foreign mutual insurer under the procedures provided for in this and §§ 4935-4942 of this title. (c) If for a consolidation and the new corporation is to be domiciled in this State, the new corporation shall be formed under the applicable provisions of the general corporation laws of this State. (d) For the purposes of this chapter the “surviving insurer” is that which survives and continues as a result of a merger of 2 or more corporations into 1 corporation. 18 Del. C. 1953, §  4934;  56 Del. Laws, c. 380, §  1;
18 DE Code § 4935. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4935. Merger, consolidation of mutual insurers — Approval of merger; consolidation agreement by boards of directors.

§ 4935. Merger, consolidation of mutual insurers — Approval of merger; consolidation agreement by boards of directors. (a) The board of directors of each of the mutual insurers proposing to merge or consolidate shall, by resolution adopted by at least a majority of all the members of each board, approve a joint agreement of merger or consolidation, as the case may be, between the insurer parties, setting forth the terms and conditions of the merger or consolidation, the mode of carrying the same into effect and such other provisions as are deemed advisable. (b) Upon approving such agreement, each such board shall by resolution direct that the same be submitted to the Commissioner and be subject to the Commissioner's disapproval as provided in § 4936 of this title and to approval of the members of the respective insurers as provided in § 4937 of this title. 18 Del. C. 1953, §  4935;  56 Del. Laws, c. 380, §  1;  70 Del. Laws, c. 186, §  1;
18 DE Code § 4936. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4936. Merger, consolidation of mutual insurers — Effectuation; disapproval by Commissioner.

§ 4936. Merger, consolidation of mutual insurers — Effectuation; disapproval by Commissioner. (a) No such merger or consolidation of a domestic mutual insurer shall be effectuated unless in advance thereof the agreement therefor has been filed with the Commissioner and has not been disapproved by the Commissioner in writing. If the insurer is not then impaired, the Commissioner shall not act with respect to such agreement until after a hearing thereon. The agreement shall be effectuated in accordance with its terms unless the Commissioner disapproves the same within 10 days after the date of such filing or the conclusion of such hearing, if any, whichever is the later date, subject to the Commissioner's right to have a reasonable extension of time not to exceed 10 days upon written notice to the insurers involved. The Commissioner may disapprove the agreement upon one or more of the following grounds—that the agreement:  (1) Is inequitable to the policyholders of any domestic insurers involved; or (2) Would materially reduce the security of and service to be rendered to policyholders of the domestic insurer in this State and elsewhere; or (3) Would materially tend to lessen competition in this State or elsewhere as to the kinds of insurance involved or would materially tend to create a monopoly therein; or (4) Is subject to other reasonable objections. (b) If the Commissioner disapproves the agreement the Commissioner shall so notify the insurers in writing specifying the reasons therefor. (c) No director, officer, agent or employee of any insurer involved or any other person shall receive any fee, commission or other valuable consideration whatsoever, other than their usual regular salaries and compensation, for in any manner aiding, promoting or assisting in such merger or consolidation except as set forth in the agreement approved by the Commissioner. This provision shall not be deemed to prohibit payment of reasonable fees and compensation to attorneys-at-law, accountants and actuaries for services performed in the independent practice of their professions even though also directors of the insurer. 18 Del. C. 1953, §  4936;  56 Del. Laws, c. 380, §  1;  70 Del. Laws, c. 186, §  1;
18 DE Code § 4937. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4937. Merger, consolidation of mutual insurers — Approval by members.

§ 4937. Merger, consolidation of mutual insurers — Approval by members. (a) After the Commissioner has approved the proposed agreement of merger or consolidation and if the insurer is then unimpaired, the agreement shall be submitted to the domestic insurer's members for approval at a regular or special meeting of members. If a life insurer, right to vote shall be limited to members whose policies are other than term policies for terms of less than 20 years and other than group policies and have been in force for at least 1 year. (b) Not less than 15 days before such meeting written notice of the meeting and of the proposed merger or consolidation shall be given to each member of the insurer. The notice shall state the day, hour, place and purposes of the meeting and be accompanied by a copy or summary of agreement of merger or consolidation as the case may be. Notice and accompanying copy or summary shall be deemed given when enclosed in an envelope addressed to the member at the member's address last of record with the insurer and deposited postage paid in a depository of the United States post office. In the case of mutual insurers with more than 10,000 members, in lieu of such notice by mail, such notice may be given by publication in a newspaper of general circulation in either of the 2 largest cities in each state in which the insurer shall be authorized to transact an insurance business. (c) Upon receiving the affirmative vote of 2/3 of all votes cast by members present or represented at the meeting, the agreement shall be deemed to have been approved. Each member of the insurer shall be bound by such vote without right of dissent other than the right to vote against the proposal at the meeting. Such a dissenting member shall have no right or equity as to the assets of the insurer except as expressly provided in the member's policy or policies. (d) In the event that a mutual insurer shall have no members entitled to vote, the merger agreement need not be submitted to its members, and notice need not be given to its members, and the Commissioner may approve the agreement of merger or consolidation without a hearing thereon, and the same may be effectuated without approval of the insurer's members. 18 Del. C. 1953, §  4937;  56 Del. Laws, c. 380, §  1;  59 Del. Laws, c. 79, §§  37, 38;  70 Del. Laws, c. 186, §  1;
18 DE Code § 4938. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4938. Merger, consolidation of mutual insurers — Impaired mutuals.

§ 4938. Merger, consolidation of mutual insurers — Impaired mutuals. If a domestic mutual insurer is then impaired, that is, if the insurer's surplus is less than the amount thereof required under this title for authority to transact the kinds of insurance being transacted by the insurer, the Commissioner may approve the agreement of merger or consolidation without a hearing thereon, and the same may be effectuated without approval of the insurer's members. 18 Del. C. 1953, §  4938;  56 Del. Laws, c. 380, §  1;
18 DE Code § 4939. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4939. Merger, consolidation of mutual insurers — Articles of merger, consolidation, mutual insurers.

§ 4939. Merger, consolidation of mutual insurers — Articles of merger, consolidation, mutual insurers. Upon the approval by the Commissioner and members, if required, and upon agreement of merger or consolidation, articles of merger or consolidation, as the case may be, shall be executed under the seal of each insurer and verified by a duly authorized officer of each insurer and shall set forth as applicable:  (1) The name of the surviving or new corporation. (2) The time and place of the meeting of the directors at which the agreement of merger or consolidation was approved and, except where pursuant to § 4938 of this title, the agreement is not submitted to a vote of the members of the insurer, the time and place of the meeting of the members of each insurer at which the agreement of merger or consolidation, as the case may be, was approved, the kind and period of notice given to the members and the total vote by which the agreement was approved. (3) In the case of a merger into a surviving insurer, any changes desired to be made in the articles of the surviving insurer or in the case of a consolidation into a new domestic insurer, all of the statements required by law to be set forth in the original articles in the case of the formation of a domestic insurer. (4) The number, names and addresses of the persons to be the first directors of the surviving or new insurer. (5) The agreement of merger or consolidation.18 Del. C. 1953, §  4939;  56 Del. Laws, c. 380, §  1;
18 DE Code § 4940. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4940. Merger, consolidation of mutual insurers — Filing of articles of merger or consolidation; payment of fees; approval by Secretary of State.

§ 4940. Merger, consolidation of mutual insurers — Filing of articles of merger or consolidation; payment of fees; approval by Secretary of State. (a) The articles of merger or consolidation, as the case may be, referred to in § 4939 of this title, together with a certificate or certificates from the proper department or departments evidencing payment of all applicable taxes and charges required by law, shall be delivered to the Secretary of State. (b) The Secretary of State shall examine the articles and the certificate or certificates to determine whether they contain all necessary information and satisfy all requirements as to form. If the Secretary of State finds that the articles and certificates contain all necessary information and satisfy all requirements as to form, the Secretary of State shall endorse his or her approval upon the articles. If the Secretary of State does not so find, he or she shall forthwith give notice thereof to the parties stating in detail the Secretary of State's reasons for so doing and stating how the nonconformance can be remedied. Upon remedying the defects, the party may in the same manner file the same or amended articles, whichever the particular case may require, and the Secretary of State shall endorse his or her approval thereon. 18 Del. C. 1953, §  4940;  56 Del. Laws, c. 380, §  1;  70 Del. Laws, c. 186, §  1;
18 DE Code § 4941. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4941. Merger, consolidation of mutual insurers — Issuance of certificate of merger or consolidation; effective date.

§ 4941. Merger, consolidation of mutual insurers — Issuance of certificate of merger or consolidation; effective date. (a) Immediately upon the Secretary of State's approval of the articles of merger or consolidation as provided in § 4940 of this title, the Secretary of State shall file the articles and issue to the surviving or new corporation or its representative a certificate of merger or consolidation, and shall deliver a copy of the articles so approved to the Commissioner. (b) The merger or consolidation shall be effective upon the issuance of the certificate by the Secretary of State as above provided. (c) The certificate shall be conclusive evidence of the performance of all conditions precedent to such consolidation or merger and of the continuation or creation of the surviving or new corporation to the extent that the same is governed by the laws of this State. 18 Del. C. 1953, §  4941;  56 Del. Laws, c. 380, §  1;  70 Del. Laws, c. 186, §  1;
18 DE Code § 4942. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4942. Merger, consolidation of mutual insurers — Effect of merger or consolidation.

§ 4942. Merger, consolidation of mutual insurers — Effect of merger or consolidation. (a) Upon the merger or consolidation becoming effective, the several corporations, parties to the agreement of merger or consolidation, shall be a single corporation, which in the case of a merger shall be that corporation designated in the agreement as the surviving corporation and, in the case of a consolidation, shall be the new corporation provided for in the agreement of consolidation. The separate existence of all the constituent corporations parties to said agreement except the surviving corporations, in the case of a merger, or the new corporation, in the case of a consolidation, shall thereupon cease. (b) All the property, real, personal and mixed of each of the corporations, parties to the agreement of merger or consolidation, and all debts or obligations due to any of them shall be taken and be deemed to be transferred to and vested in the surviving or new corporation, as the case may be, without further act or deed. (c) The surviving or new corporation shall, upon effectuation of the merger or consolidation, thenceforth be responsible for all the liabilities and obligations of each of the corporations so merged or consolidated; but the liabilities of the merging or consolidating corporations or of their directors or officers shall not be affected, and the rights of creditors thereof or of any person dealing with such corporations or any liens upon the property of such corporations shall not be impaired by the merger or consolidation, and any claim existing or action or proceeding pending by or against any of such corporations may be prosecuted to judgment as if the merger or consolidation had not taken place, or the surviving or new corporation may be proceeded against or substituted in its place. (d) In the case of a merger, the certificate of incorporation of the surviving corporation, if such corporation is a domestic insurer, shall be deemed to be amended to the extent, if any, that changes in its certificate are stated in the articles of merger; and in the case of a consolidation, the statements set forth in the articles of consolidation, in case the new corporation is one formed under the laws of this State, which are required or permitted to be set forth in the certificate of incorporation of such insurer formed under the general corporation laws of this State, shall be deemed to be the certificate of incorporation of the new corporation. 18 Del. C. 1953, §  4942;  56 Del. Laws, c. 380, §  1;
18 DE Code § 4943. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4943. Preservation of old charter in merger or consolidation.

§ 4943. Preservation of old charter in merger or consolidation. (a) In any merger or consolidation of a foreign stock or mutual insurer into or with a domestic insurer under § 4930 of this title, in accordance with this section, the continuing Delaware corporation shall for all purposes be deemed to be a continuation of the corporate existence of the foreign corporation with Delaware as the adoptive state of domicile and with date of corporate origin the same as the original date of incorporation of the foreign insurer in its original domiciliary state or country, subject to the following conditions:  (1) The plan and agreement for merger or consolidation shall provide for such continuation or corporate existence through designation of Delaware as the state of domicile of the foreign corporation by adoption, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the Delaware corporation pursuant to this section. (2) The certificate of incorporation of the Delaware corporation shall provide, or be amended to provide, that the corporation is a continuance of the corporate existence, through adoption of the State as the corporate domicile, of the foreign corporation, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the Delaware corporation pursuant to this section. (b) The continuing Delaware corporation shall have all the rights and obligations of, and be given recognition in all respects as a corporation formed under the laws of this State as of the date of incorporation of the foreign corporation in its original domiciliary state or country. This provision shall not be deemed to impose upon the continuing Delaware corporation any liability or obligation with respect to filings, fees, taxes or otherwise which might have accrued prior to the effective date of the merger or consolidation. (c) This section shall not be deemed in any manner to preserve, after the effective date of such merger or consolidation, the corporate existence of such foreign corporation as a corporation of its original domiciliary state or country. 60 Del. Laws, c. 176, §  1;
18 DE Code § 4945. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4945. Mutual member's share of assets on liquidation.

§ 4945. Mutual member's share of assets on liquidation. (a) Upon any liquidation of a domestic mutual insurer, its assets remaining after discharge of its indebtedness, policy obligations, repayment of contributed or borrowed surplus, if any, and expenses of administration shall be distributed to currently existing persons who had been members of the insurer for at least 1 year and who were its members at any time within 36 months next preceding the date such liquidation was authorized or ordered or the date of last termination of the insurer's certificate of authority, whichever date is the earlier, except that if the Commissioner has reason to believe that those in charge of the management of the insurer have caused or encouraged the reduction of the number of members of the insurer in anticipation of liquidation and for the purpose of reducing thereby the number of persons who may be entitled to share in distribution of the insurer's assets, the Commissioner may enlarge the 36-month qualification period as the Commissioner may deem to be reasonable. (b) The insurer shall make a reasonable classification of its policies so held by such members, and a formula based upon such classification for determining the equitable distributive share of each such member. Such classification and formula shall be subject to the approval of the Commissioner. 18 Del. C. 1953, §  4944;  56 Del. Laws, c. 380, §  1;  60 Del. Laws, c. 176, §  1;  70 Del. Laws, c. 186, §  1;
18 DE Code § 4946. (2021)
2021 Delaware Code|Title 18 - Insurance Code|Chapter 49. Organization and Corporate Powers; Procedures of Domestic Stock and Mutual Insurers|§ 4946. Redomestication; approval as domestic insurer; conversion to foreign insurer; rules and regulations.

§ 4946. Redomestication; approval as domestic insurer; conversion to foreign insurer; rules and regulations. (a) Any insurer which is organized under the laws of any other state and is admitted to do business in this State for the purpose of writing insurance may become a domestic insurer by complying with all of the requirements of law relative to the organization and licensing of a domestic insurer of the same type and by designating its principal place of business at a place in this State. Said domestic insurer will be entitled to like certificates and licenses to transact business in this State and shall be subject to the authority and jurisdiction of this State. (b) Any domestic insurer may upon approval of the Commissioner transfer its domicile to any other state in which it is admitted to transact the business of insurance and upon such transfer shall cease to be a domestic insurer and shall be admitted to this State if qualified as a foreign insurer. The Commissioner shall approve any such proposed transfer unless the Commissioner shall determine such transfer is not in the interest of the policyholders of this State. (c) The certificate of authority, agent's appointments and licenses, rates and other items which the Commissioner of Insurance allows, in his or her discretion, which are in existence at the time any insurer licensed to transact the business of insurance in this State transfers its corporate domicile to this or any other state by merger, consolidation or any other lawful method shall continue in full force and effect upon such transfer while the insurer remains duly qualified to transact the business of insurance in this State. All outstanding policies of any transferring insurer shall remain in full force and effect and need not be endorsed as to the new name of the company or its new location unless so ordered by the Commissioner of Insurance. Every transferring insurer shall file new policy forms with the Commissioner of Insurance on or before the effective date of the transfer but may use existing policy forms with appropriate endorsements if allowed by, and under such conditions as approved by, the Commissioner of Insurance. However, every such transferring insurer shall notify the Commissioner of the details of the proposed transfer and shall file promptly any resulting amendments to corporate documents filed or required to be filed with Commissioner. (d) The Commissioner of this State may promulgate rules and regulations to carry out the purposes of the section. 66 Del. Laws, c. 77, §  1;  70 Del. Laws, c. 186, §  1;