215 ILCS 5/159
2021 Illinois Compiled Statutes|Chapter 215 - INSURANCE|215 ILCS 5/ - Illinois Insurance Code.|Article X - Merger, Consolidation Or Plans Of Exchange

 (from Ch. 73, par. 771)Sec. 159.         Vote of  shareholders and policyholders.(1) The agreement of merger or consolidation shall be submitted to a  vote at a meeting of the shareholders, if any, of each domestic company and  at a meeting of such policyholders of each domestic company, other than a  fraternal benefit society, as are entitled to vote. The plan of exchange  shall be submitted to a vote at a meeting of the shareholders of the  company to be acquired. The meetings may be either annual, periodic or  special. Written or printed notice shall be given not less than 20 days  before each such meeting, either personally or by mail, to each shareholder  of record and to each policyholder entitled to vote. If mailed, such notice  is deemed to be delivered when deposited in the United States mail, with  postage prepaid, addressed to the shareholder or policyholder, at his  address as it appears on the records of the company. However, a domestic  mutual company licensed in 2 or more States may give notice by publication  in a newspaper of general circulation in the county in which the company  has its principal office and in either of the two largest cities in each  State in which the company shall be licensed to do business except as  provided in paragraph (3). If the domestic mutual company is licensed in  Illinois only, then such notice may be given by publication in a newspaper  of general circulation in the 10 counties that have the largest  concentration of its policyholders. Notice by publication as approved by  the Director shall be published once weekly on 3 successive weeks, the last  publication to be at least 20 days before such meeting and not more than 40  days before such meeting. Such notice, whether the meeting is annual,  periodic or special, shall state the place, day, hour and purpose of the  meeting. A copy or a summary of the agreement of merger or consolidation,  or plan of exchange, as the case may be, shall be included in or enclosed  with such notice. The shareholders or policyholders may vote in person or  by proxy. Each shareholder entitled to vote at such meeting shall have one  vote for each share of stock held by him. In the case of domestic companies  other than fraternal benefit societies the affirmative vote of two-thirds  of all outstanding shares, if any, and if policyholders are entitled to  vote, two-thirds of the votes cast by such policyholders of each such  company, as are represented at the meeting in person or by proxy, is  necessary for the approval of any such agreement or plan.(2) In the event that a domestic fraternal benefit society is a party to  the agreement of merger or consolidation, the board of managers, directors  or trustees of such society shall submit the agreement to the supreme  legislative and governing body of such society at any regular or special  meeting thereof, provided a copy or summary of such agreement shall have  been included in or enclosed with the notice of such meeting. Such notice  shall be given as provided in the laws of the society for the convening of  such supreme legislative and governing body in regular or special session,  as the case may be. The affirmative votes of two-thirds of all members of  such supreme legislative and governing body is necessary for the approval  of the agreement.(3) The provisions of paragraph (1) relating to notice by publication  shall not apply to a merger or consolidation between a mutual company and a  stock company if the agreement provides that the stock company is the  surviving company. In such case, notice either mailed or personal as  provided by paragraph (1) shall be given to each shareholder of record and  to each policyholder entitled to vote.    (Source: Laws 1968, p. 276.)