reglab/statecodes huggingface dataset:
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-105 - Incorporation

(a)
This section applies to stock and mutual insurers hereafter incorporated in this state.
(b)
One (1) or more persons may act as the incorporator or incorporators of a stock or mutual insurer by delivering articles of incorporation to the Insurance Commissioner for filing.
(c)
The incorporator or incorporators shall execute articles of incorporation in duplicate and acknowledge their execution thereof in the same manner as provided by law for the acknowledgment of deeds. The articles of incorporation shall state and show:
(1)
The name of the corporation. If a mutual, the word "mutual" may be a part of the name. An alternative name may be specified for use in jurisdictions wherein conflict of name with that of another insurer or organization might otherwise prevent the corporation from being authorized to transact insurance therein;
(2)
The duration of its existence, which may be perpetual;
(3)
The kinds of insurance, as defined in the Arkansas Insurance Code, which the corporation is formed to transact;
(4)
If a stock corporation, its authorized capital stock, the number of shares of stock into which divided, the par value of each share, which par value shall be at least one dollar ($1.00). Shares without par value shall not be authorized;
(5)
If a stock corporation, the extent, if any, to which shares of its stock shall be subject to assessment;
(6)
If a mutual corporation, other than a life insurer, the maximum contingent liability of its members, other than as to nonassessable policies, for payment of losses and expenses incurred. The liability shall be as stated in the articles of incorporation but shall not be less than one (1) nor more than six (6) times the premium for the member's policy at the annual premium rate for a term of one (1) year;
(7)
The number of directors, not less than three (3), who shall constitute the board of directors and conduct the affairs of the corporation and the names, addresses, and terms of the members of the initial board of directors. The term of office of initial directors shall be for not more than one (1) year after the date of incorporation;
(8)
The name of the city or town and county in this state in which is to be located its home office and principal place of business;
(9)
Such other provisions, not inconsistent with law, deemed appropriate by the incorporator or incorporators; and
(10)
The name and residence address of each incorporator.
Acts 1959, No. 148, § 457; A.S.A. 1947, § 66-4205; Acts 2001, No. 1604, §§ 47, 48.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-106 - Articles of incorporation - Filing and approval

(a)
(1)
The incorporator or incorporators of a proposed domestic insurer incorporated under this subchapter, particularly §§
23-69-101
-
23-69-103
,
23-69-105
-
23-69-141
,
23-69-143
, and
23-69-149
-
23-69-156
, shall deliver the duplicate originals of the articles of incorporation thereof to the Insurance Commissioner together with the filing fees therefor specified in §
23-61-401
or any companion rule and regulation of the commissioner.
(2)
If the commissioner finds that the articles comply with law, he or she shall endorse his or her approval upon each set of the articles and issue his or her certificate of incorporation.
(3)
He or she shall thereupon place one (1) set of the articles on file in his or her office, and return the other set of the articles, for the records of the corporation, together with his or her certificate of incorporation, to the incorporator or incorporators or to the representative or representatives of the incorporator or incorporators.
(b)
If the commissioner finds that the proposed articles of incorporation do not comply with law or that the corporation, if organized, could not meet the requirements for a certificate of authority under §
23-63-202
or other provisions of the Arkansas Insurance Code, the commissioner shall refuse to approve the articles of incorporation and shall return the duplicate sets thereof to the incorporator or incorporators, together with a written statement of his or her reasons for the nonapproval. The filing fee paid pursuant to subsection (a) of this section shall not be returnable.
(c)
The corporation shall have legal existence as such upon the issuance of the certificate of incorporation by the commissioner, but it shall not transact business as an insurer until it has applied for and received from the commissioner a certificate of authority as provided by the Arkansas Insurance Code.
(d)
A copy of the certificate of incorporation, certified by the commissioner, shall be admissible in all the courts of this state as prima facie evidence of due incorporation.
Acts 1959, No. 148, § 458; A.S.A. 1947, § 66-4206; Acts 2001, No. 1604, § 49.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-108 - Officers

(a)
(1)
(A)
Every domestic stock or mutual insurer shall have:
(i)
(a)
A chief executive officer or a president, or both.
(b)
The chief executive officer or president shall also serve as a member of the board of directors;
(ii)
A secretary; and
(iii)
A treasurer.
(B)
The chief executive officer, president, secretary, and treasurer shall be chosen by the board of directors and shall hold their offices until their respective successors are chosen and qualify.
(2)
Every domestic stock insurer or mutual insurer may also have one (1) or more vice presidents, who need not be directors; assistant secretaries and assistant treasurers, who need not be directors; and such other officers, agents, and factors as may be deemed necessary.
(b)
All officers, agents, and factors shall be chosen in such manner, hold their offices for such terms, and have powers and duties as may be prescribed by the bylaws or determined by the board of directors.
(c)
Any person may hold two (2) or more offices, except that the president shall not be also the secretary or an assistant secretary of the insurer.
Acts 1959, No. 148, § 486; A.S.A. 1947, § 66-4234; Acts 2005, No. 506, § 34.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-109 - Pecuniary interest of officers, directors, employees, etc

(a)
Any officer or director, any member of any committee, or any employee of a domestic insurer who is charged with the duty of investing or handling the insurer's funds:
(1)
Shall not deposit or invest the funds except in the insurer's corporate name;
(2)
Shall not borrow the funds of the insurer;
(3)
Shall not be pecuniarily interested in any loan, pledge of deposit, security, investment, sale, purchase, exchange, reinsurance, or other similar transaction or property of the insurer except as a stockholder or member;
(4)
Shall not take or receive to his or her own use any fee, brokerage commission, gift, or other consideration for or on account of any transaction made by or on behalf of the insurer.
(b)
No insurer shall guarantee any financial obligation of any of its officers or directors.
(c)
This section shall not prohibit a director or officer, member of a committee, or employee from becoming a policyholder of the insurer and enjoying the usual rights so provided for its policyholders.
(d)
The Insurance Commissioner may, by rule from time to time, define and permit additional exceptions to the prohibition contained in subsection (a) of this section solely to enable payment of reasonable compensation to a director who is not otherwise an officer or employee of the insurer, or to a corporation or firm in which a director is interested, for necessary services performed or sales or purchases made to or for the insurer in the ordinary course of the insurer's business and in the usual private, professional, or business capacity of the director or the corporation or firm.
Amended by Act 2019, No. 315,§ 2683, eff. 7/24/2019.
Acts 1959, No. 148, § 488; A.S.A. 1947, § 66-4236.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-110 - Vacancies on board of directors

(a)
Vacancies on the board of directors may be filled by the remaining members of the board, and each person so elected shall be a director until his or her successor is elected by the stockholders or members, at the next annual meeting of stockholders or members, or at any special meeting of stockholders or members called for that purpose and held prior thereto.
(b)
This section shall not apply to insurers organized and duly licensed to transact business prior to January 1, 1960, if the bylaws or articles of incorporation of the insurers provide for other methods of filling vacancies on the board of directors.
Acts 1959, No. 148, § 474; A.S.A. 1947, § 66-4222.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-111 - Corporate powers and duties

(a)
An insurance corporation formed under §§
23-69-101
-
23-69-103
,
23-69-105
-
23-69-141
,
23-69-143
, and
23-69-149
-
23-69-156
, or existing on January 1, 1960, and of a type which might be formed under §§
23-69-101
-
23-69-103
,
23-69-105
-
23-69-141
,
23-69-143
, and
23-69-149
-
23-69-156
, shall have the same capacity to act possessed by individuals, but with authority to perform only such lawful acts as are necessary or proper to accomplish its purposes.
(b)
Without affecting the authority contained in subsection (a) of this section, every insurance corporation formed under §§
23-69-101
-
23-69-103
,
23-69-105
-
23-69-141
,
23-69-143
, and
23-69-149
-
23-69-156
shall have the following corporate powers:
(1)
To have succession by its corporate name for the period stated in its articles;
(2)
To sue and be sued in a corporate name;
(3)
To adopt, use, and alter a corporate seal, which shall show the year of incorporation;
(4)
To acquire, hold, sell, use, dispose of, pledge, or mortgage any such property as its purpose may require, subject to any limitation prescribed by law or the articles of incorporation;
(5)
To transact insurance;
(6)
To conduct its affairs through its directors, officers, employees, agents, and representatives thereunto authorized;
(7)
To make bylaws not inconsistent with law for the exercise of its corporate powers; for the management, regulation, and government of its affairs and property, including, but not limited to, transfer of its stock and calling and holding of meetings of its directors, stockholders, or members; and to modify or amend the bylaws;
(8)
To exercise, subject to law and the express provisions of the articles of incorporation, all such incidental and subsidiary powers as may be necessary or convenient to the attainment of the objectives set forth in the articles; and
(9)
To dissolve and wind up, or be dissolved and wound up, in the manner provided by law.
(c)
An insurer shall have power to make donations for the public welfare or for charitable, scientific, or educational purposes, subject to such limitations, if any, as may be contained in its articles of incorporation or any amendment thereto.
Acts 1959, No. 148, §§ 460, 461; A.S.A. 1947, §§ 66-4208, 66-4209.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-112 - Initial qualifications - Domestic mutuals

(a)
When newly organized, a domestic mutual insurer may be authorized to transact any one (1) of the kinds of insurance listed in §§
23-62-101
-
23-62-108
.
(b)
When applying for an original certificate of authority, the insurer must be otherwise qualified therefor under the Arkansas Insurance Code and must have received and accepted bona fide applications as to substantial insurable subjects for insurance coverage of a substantial character of the kind of insurance proposed to be transacted, must have collected in cash the full premium therefor at an adequate rate approved by the Insurance Commissioner, and must have surplus funds on hand as of the date the insurance coverages are to become effective in amounts equal to or exceeding those surplus funds required of a foreign mutual insurer in §§
23-63-205
and
23-63-207
.
Acts 1959, No. 148, § 462; A.S.A. 1947, § 66-4210; Acts 2001, No. 1604, § 52.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-113 - Formation of nonlife mutual insurer - Deposit required

(a)
Before soliciting any applications for insurance as required under §
23-69-112
as a qualification for the certificate of authority, the incorporator or incorporators of the proposed insurer shall deposit with the Insurance Commissioner acceptable securities in the penal sum of one hundred thousand dollars ($100,000) in favor of the state and for the use and benefit of the state and of applicant members and creditors of the corporation. The deposit shall be conditioned as follows:
(1)
For the prompt return to applicant members of all premiums collected in advance;
(2)
For payment of all indebtedness of the corporation; and
(3)
For payment of costs incurred by the state in the event of any legal proceedings for liquidation or dissolution of the corporation, all in the event the corporation fails to complete its organization and secure a certificate of authority within one (1) year from and after the date of its certificate of incorporation.
(b)
The remaining portion of a deposit held under this section shall be released and discharged upon settlement and termination of all liabilities against the deposit.
(c)
This section does not apply to mutual insurers licensed on or before August 13, 2001.
Acts 1959, No. 148, § 463; A.S.A. 1947, § 66-4211; Acts 2001, No. 1604, § 53; 2009, No. 726, § 34.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-114 - Formation of nonlife mutual insurer - Applications for insurance

(a)
Upon receipt of the Insurance Commissioner's approval of the bond or deposit as provided in §
23-69-113
, the directors and officers of the proposed domestic mutual insurer may commence solicitation of the requisite applications for insurance policies as they may accept, and they may receive deposits of premiums thereon.
(b)
All applications shall be in writing signed by the applicant, covering subjects of insurance resident, located, or to be performed in this state.
(c)
All applications shall provide that:
(1)
Insurance of the policy is contingent upon the insurer's qualifying for and receiving a certificate of authority;
(2)
No insurance is in effect unless and until the certificate of authority has been issued; and
(3)
The prepaid premium or deposit, and membership or policy fee, if any, shall be refunded in full to the applicant if organization is not completed and the certificate of authority is not issued and received by the insurer before a specified reasonable date. The date shall be not later than one (1) year after the date of the certificate of incorporation.
(d)
All qualifying premiums collected shall be in cash.
(e)
(1)
Solicitation for qualifying applications for insurance shall be by licensed agents of the corporation, and upon the corporation's application, the commissioner shall issue temporary agent's licenses expiring on the date specified pursuant to subdivision (c)(3) of this section to individuals qualified as for an agent's or producer's license except as to the taking or passing of an examination.
(2)
The commissioner may suspend or revoke any license for any of the causes and pursuant to the same procedures as are applicable to suspension or revocation of licenses of agents and producers in general under §
23-64-101
et seq., §
23-64-201
et seq., and the Producer Licensing Model Act, §
23-64-501
et seq.
Acts 1959, No. 148, § 464; A.S.A. 1947, § 66-4212; Acts 2003, No. 1203, § 15.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-115 - Trust deposit of premiums - Issuance of policies - Mutual insurers

(a)
All sums collected by a domestic mutual corporation as premiums or fees on qualifying applications for insurance therein shall be deposited in trust into a bank or trust company in this state under a written trust agreement consistent with this section and with §
23-69-114(c)(3)
. The corporation shall file an executed copy of the trust agreement with the Insurance Commissioner.
(b)
Upon issuance to the corporation of a certificate of authority as an insurer for the kind of insurance for which the applications were solicited, all funds so held in trust shall become the funds of the insurer, and the insurer shall in due course issue and deliver its policies for which premiums had been paid and accepted. The insurance provided by the policies shall be effective as of the date of the certificate of authority, or thereafter as provided by the policies.
Acts 1959, No. 148, § 465; A.S.A. 1947, § 66-4213.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-116 - Failure to complete organization - Mutual insurers

If the proposed domestic mutual insurer fails to complete its organization and to secure its original certificate of authority within one (1) year from and after the date of its certificate of incorporation, the corporation shall be dissolved by the Insurance Commissioner. The commissioner shall then return or cause to be returned to the persons entitled thereto all advance deposits or payments of premiums held in trust under §
23-69-115
.
Acts 1959, No. 148, § 466; A.S.A. 1947, § 66-4214.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-117 - Additional kinds of insurance - Mutual insurers

A domestic mutual insurer, after being authorized to transact one (1) kind of insurance, may be authorized by the Insurance Commissioner to transact such additional kinds of insurance as are permitted under §
23-63-204
, while otherwise in compliance with the Arkansas Insurance Code and while maintaining unimpaired surplus funds in an amount not less than the amount of paid-in capital stock required of a domestic stock insurer transacting like kinds of insurance, subject further to the additional expendable surplus requirements of §
23-63-207
applicable to such a stock insurer.
Acts 1959, No. 148, § 467; A.S.A. 1947, § 66-4215.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-118 - Membership - Mutual insurers

(a)
Each policyholder of a domestic mutual insurer, other than of a reinsurance contract, is a member of the insurer with all rights and obligations of membership, and the policy shall so specify.
(b)
Any person, government, or governmental agency, state or political subdivision thereof, public or private corporation, board, association, firm, estate, trustee, or fiduciary may be a member of a domestic, foreign, or alien mutual insurer. Any officer, stockholder, trustee, or legal representative of a corporation, board, association, or estate may be recognized as acting for or on its behalf for the purpose of the membership and shall not be personally liable upon any contract of insurance for acting in a representative capacity.
(c)
Any domestic corporation may participate as a member of a mutual insurer as an incidental purpose for which the corporation is organized and as such granted as the rights and powers expressly conferred by its articles of incorporation.
Acts 1959, No. 148, § 468; A.S.A. 1947, § 66-4216.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-119 - Bylaws - Mutual insurers

(a)
(1)
A domestic mutual insurer shall have bylaws consistent with §
23-69-111(b)(7)
.
(2)
The initial board of directors of a domestic mutual insurer shall adopt original bylaws, subject to the approval of the insurer's members at the next succeeding meeting.
(3)
The members may make, modify, and revoke bylaws.
(b)
The bylaws shall provide:
(1)
(A)
That on each matter coming to a vote at meetings of members, each member is entitled to one (1) vote or to more votes according to a reasonable classification of members stated in the bylaws and based on the amount of the insurance in force, the number of policies held, the amount of the premiums paid by the member, or other reasonable factors.
(B)
(i)
A member may vote in person or by his or her written proxy.
(ii)
A proxy shall not be made irrevocable or for longer than a reasonable period of time;
(2)
For election of directors by the members and the number, qualifications, terms of office, and powers of directors;
(3)
The time, notice, quorum, and conduct of annual and special meetings of members and voting. The bylaws may provide that the annual meeting shall be held at a place, date, and time to be stated in the policy without giving other notice of the meeting;
(4)
The number, designation, election, terms, powers, and duties of the respective corporate officers;
(5)
For deposit, custody, disbursement, and accounting for corporate funds; and
(6)
For the other reasonable provisions customary, necessary, or convenient for the management or regulation of its corporate affairs.
(c)
A provision in the bylaws for determining a quorum of members at a meeting that is less than a majority of the insurer's members shall not be effective unless approved by the Insurance Commissioner. This subsection does not affect other law requiring the vote of a larger percentage of members for a specified purpose.
(d)
(1)
The insurer shall promptly file with the commissioner a copy, certified by the insurer's secretary, of its bylaws and of each modification or addition.
(2)
The commissioner shall disapprove a bylaw provision that the commissioner deems unlawful, unreasonable, inadequate, unfair, or detrimental to the proper interests or protection of the insurer's members or any other class.
(3)
After receiving written notice of the disapproval of the bylaw provision and during the bylaw provision's existence, the insurer shall not effectuate a bylaw provision so disapproved.
(e)
Each domestic stock insurer shall provide written notice to the commissioner within fourteen (14) days after a modification of its bylaws.
Acts 1959, No. 148, § 469; A.S.A. 1947, § 66-4217; Acts 2011, No. 760, § 11.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-121 - Stockholders' voting rights

(a)
Unless otherwise provided in the articles of incorporation or an amendment thereof, every stockholder of record of a domestic stock insurer shall be entitled, at each meeting of stockholders thereof and upon each proposal presented at the meeting, to one (1) vote for each share of stock standing in his or her name on the books of the insurer.
(b)
(1)
The board of directors shall have power to close the stock transfer books of the corporation for a period not exceeding forty (40) days preceding the date of any meeting of stockholders or the date for payment of any dividend or the date for the allotment of rights or the date when any change or conversion or exchange of capital stock shall go into effect.
(2)
However, in lieu of closing the stock transfer books as described in this section, the bylaws may fix or authorize the board of directors to fix in advance a date, not exceeding forty (40) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect as a record date for the determination of the stockholders entitled to notice of, and to vote at, the meeting, or entitled to receive payment of any dividend or to any allotment of rights, or to exercise the rights in respect of any change, conversion, or exchange of capital stock. In such cases the stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to the notice of, and to vote at, the meeting or to receive payment of such a dividend, or to receive such an allotment of rights, or to exercise those rights, as the case may be, notwithstanding any transfer of any stock on the books of the corporation after any record fixed as described in this section.
Acts 1959, No. 148, § 471; A.S.A. 1947, § 66-4219.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-122 - Proxies - Stock insurers

(a)
Every proxy of a stockholder of an insurer shall be revocable at will, and this provision cannot be waived.
(b)
The revocation of a proxy shall not be effective until notice thereof has been given to the secretary of the insurer.
(c)
The Insurance Commissioner shall have the authority to:
(1)
Regulate the solicitation of proxies by any person;
(2)
Require the disclosure of information deemed relevant to an understanding of issues and matters with respect to which proxies are, or are proposed to be, solicited;
(3)
Specify general requirements as to form and contents of proxies;
(4)
Determine the length of time for which proxies may be effective unless sooner revoked;
(5)
Prohibit solicitations of proxies which do not comply with such rules as the commissioner may issue hereunder, or as to which disclosures required by the rules are not made;
(6)
Prohibit the making or use of false or misleading statements or the distribution of any false or misleading material with respect to the solicitation of any proxy or with respect to any election or election contest; and
(7)
Issue such other rules respecting proxies and elections as the commissioner may deem necessary or appropriate in the public interest or for the protection of stockholders of insurers.
(d)
Rules issued by the commissioner under authority of this section shall be made or amended as provided in §
23-61-108
.
(e)
Insofar as may be practical, rules and regulations with respect to proxies, consents, or authorizations then currently approved or formulated by the National Association of Insurance Commissioners, or its successor organization, shall be followed.
Amended by Act 2019, No. 315,§ 2684, eff. 7/24/2019.
Acts 1959, No. 148, § 472; 1965, No. 459, § 1; A.S.A. 1947, § 66-4220.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-123 - Buying of vote or proxy - Corrupt and dishonest practices prohibited

(a)
No person shall buy or sell a vote or proxy, relative to any meeting of stockholders or members of an insurer, or engage in any corrupt or dishonest practice in or relative to the conduct of any meeting.
(b)
Violation of this section shall be punishable as provided in §
23-60-108
.
Acts 1959, No. 148, § 473; A.S.A. 1947, § 66-4221.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-124 - Contingent liability of nonlife mutual members

(a)
(1)
Each member of a domestic mutual insurer other than a life insurer shall, except as otherwise hereinafter provided with respect to nonassessable policies, have a contingent liability, pro rata and not one for another, for the discharge of its obligations, which contingent liability shall be expressed in the policy and be in such maximum amount as is specified in the insurer's articles of incorporation.
(2)
Termination of the policy of any member shall not relieve the member of contingent liability for his or her proportion, if any, of the obligations of the insurer which accrued while the policy was in force.
(3)
Unrealized contingent liability of members does not constitute an asset of the insurer in any determination of its financial condition.
(b)
(1)
If at any time the assets of a domestic mutual insurer other than a life insurer are less than its liabilities and the minimum amount of surplus required to be maintained by it by the Arkansas Insurance Code for authority to transact the kinds of insurance being transacted, and the deficiency is not cured from other sources, its directors shall levy an assessment only upon its members who held policies providing for contingent liability at any time within the twelve (12) months preceding the date notice of the assessment was mailed to them, and the members shall be liable to the insurer for the amount so assessed.
(2)
The assessment shall be for such an amount as is required to cure the deficiency and to provide a reasonable amount of working funds above the minimum amount of surplus, but working funds so provided shall not exceed five percent (5%) of the insurer's liabilities as of the date as of which the amount of the deficiency was determined.
(3)
In levying an assessment on policies providing for contingent liability, the assessment shall be computed on the basis of premiums earned on the policies.
(4)
No member shall have an offset against any assessment for which he or she is liable, on account of any claim for unearned premium or loss payable.
Acts 1959, No. 148, §§ 475, 476; A.S.A. 1947, §§ 66-4223, 66-4224.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-125 - Contingent liability and assessability of policies - Mutual insurers

(a)
(1)
While possessing surplus funds in amount not less than the paid-in capital stock required of a domestic stock insurer transacting like kinds of insurance, a domestic mutual insurer may, upon receipt of the Insurance Commissioner's order so authorizing, extinguish the contingent liability of its members as to all its policies in force and may omit provisions imposing contingent liability in all its policies currently issued.
(2)
No domestic mutual legal reserve life insurer shall at any time issue policies providing for or subject to contingent liability or assessment of members.
(b)
(1)
The commissioner shall revoke the authority of a domestic mutual insurer to issue policies without contingent liability if at any time the insurer's assets are less than the sum of its liabilities and the surplus required for the authority, or if the insurer, by resolution of its board of directors approved by a majority of its members, requests that the authority be revoked.
(2)
This subsection does not apply to domestic mutual legal reserve life insurers.
Acts 1959, No. 148, §§ 477, 478; A.S.A. 1947, §§ 66-4225, 66-4226.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-126 - Participating policies

(a)
A domestic stock or domestic mutual insurer may issue any or all of its policies with or without participation in profits, savings, or unabsorbed portions of premiums, may classify policies issued on a participating and nonparticipating basis, and may determine the right to participate and the extent of participation of any class or classes of policies. Any classification or determination shall be reasonable and shall not unfairly discriminate as between policyholders within the same classifications.
(b)
No dividend, otherwise earned, shall be made contingent upon the payment of renewal premium on any policy. This subsection shall not apply as to life policy dividends payable for a dividend year in advance, contingent upon payment of the premium for the year.
Acts 1959, No. 148, § 479; A.S.A. 1947, § 66-4227.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-127 - Consideration for stock

(a)
Shares of stock of a domestic stock insurer shall be issued for a consideration having a value in the judgment of the insurer's board of directors of not less than the par value of the stock so issued.
(b)
In the absence of fraud, or willful over-valuation or under-valuation in the transaction, the judgment of the directors as to the value of any consideration shall be conclusive.
Acts 1959, No. 148, § 480; A.S.A. 1947, § 66-4228.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-128 - Transfer of stock

The provisions of chapter 8 of the Uniform Commercial Code, §
4-8-101
et seq., to the extent applicable, shall apply as to stock of a domestic stock insurer.
Acts 1959, No. 148, § 481; A.S.A. 1947, § 66-4229.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-129 - Dividends to stockholders

(a)
A domestic stock insurer shall not pay any dividend to stockholders except out of that part of its available surplus funds which is derived from net profits on its business.
(b)
A stock dividend may be paid out of any available surplus funds in excess of the aggregate amount of surplus loaned to the insurer under §
23-69-132
.
(c)
A dividend otherwise proper may be payable out of the insurer's earned surplus even though its total surplus is then less than the aggregate of its past contributed surplus resulting from issuance of its capital stock at a price in excess of the par value thereof.
Acts 1959, No. 148, § 482; A.S.A. 1947, § 66-4230; Acts 2005, No. 506, § 35.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-130 - Dividends to mutual policyholders

(a)
The directors of a domestic mutual insurer may from time to time apportion and pay or credit to its members dividends only out of that part of its surplus funds which represents net realized savings and net realized earnings in excess of the surplus required by law to be maintained.
(b)
A dividend otherwise proper may be payable out of the savings and earnings even though the insurer's total surplus is then less than the aggregate of its contributed surplus.
Acts 1959, No. 148, § 483; A.S.A. 1947, § 66-4231.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-131 - Unauthorized dividends prohibited

(a)
Any director of a domestic stock or mutual insurer who votes for or concurs in the declaration or payment of a dividend, other than as authorized under §
23-69-129
or §
23-69-130
, to stockholders or members shall upon conviction be guilty of a Class A misdemeanor and shall be jointly and severally liable, together with other directors likewise voting for or concurring, for any loss sustained by the insurer.
(b)
Any stockholder receiving such a dividend shall be liable in the amount thereof to the insurer.
(c)
The Insurance Commissioner may revoke or suspend the certificate of authority of an insurer which has declared or paid a dividend other than as so authorized.
Acts 1959, No. 148, § 484; A.S.A. 1947, § 66-4232; Acts 2005, No. 1994, § 206.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-132 - Borrowed surplus

(a)
(1)
(A)
A domestic stock or mutual insurer may borrow cash or other admitted assets satisfactory to the Insurance Commissioner to defray the expenses of its organization, provide it with surplus funds, or for any purpose of its business, upon entering a written agreement that the cash or other admitted assets are required to be repaid only out of the insurer's surplus in excess of that stipulated in the agreement.
(B)
The agreement described in subdivision (a)(1)(A) of this section may provide for interest which shall or shall not constitute a liability of the insurer as to its funds other than the excess or surplus, as stipulated in the agreement.
(2)
A commission or promotion expense shall not be paid in connection with the loan.
(b)
(1)
Cash or other admitted assets satisfactory to the commissioner borrowed under subsection (a) of this section, together with the interest thereon, if stipulated to in the agreement, shall not be:
(A)
Included in the insurer's legal liabilities except as to its surplus in excess of the amount thereof stipulated to in the agreement; or
(B)
The basis of any setoff.
(2)
Until the cash or other admitted assets are repaid, the financial statements filed or published by the insurer shall show as a footnote thereto the amount of surplus borrowed, any remaining balance, and any accrued interest unpaid.
(c)
(1)
Any loan to an insurer shall be subject to the commissioner's approval.
(2)
The insurer shall, in advance of the loan, file with the commissioner a statement of the purpose of the loan and a copy of the proposed loan agreement.
(3)
The loan and agreement shall be deemed approved unless, within fifteen (15) days after the date of filing, the insurer is notified of the commissioner's disapproval and the reasons therefor.
(4)
The commissioner shall disapprove any proposed loan or agreement if he or she finds the loan is unnecessary or excessive for the purpose intended, or that the terms of the loan agreement are not fair and equitable to the parties, and to other similar lenders, if any, to the insurer, or that the information so filed by the insurer is inadequate.
(d)
Any loan to an insurer or substantial portion thereof shall be repaid by the insurer when no longer necessary for the purpose originally intended. No repayment of the loan shall be made by an insurer unless it is approved by the commissioner in advance.
(e)
This section shall not apply to loans obtained by the insurer in the ordinary course of business from banks and other financial institutions nor to loans secured by pledge or mortgage of assets.
Amended by Act 2015, No. 1223,§ 30, eff. 7/22/2015.
Amended by Act 2015, No. 1223,§ 29, eff. 7/22/2015.
Acts 1959, No. 148, § 485; A.S.A. 1947, § 66-4233; Acts 2001, No. 1604, § 54.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-133 - Stockholders' liability

(a)
Every holder of shares of stock of a domestic stock insurer not fully paid shall be personally liable to the insurer's creditors for the insurer's debts to an amount equal to the amount unpaid on the shares held by him or her.
(b)
Anything in §§
23-69-101
-
23-69-103
,
23-69-105
-
23-69-141
,
23-69-143
, and
23-69-149
-
23-69-156
to the contrary notwithstanding, a holder of shares who has acquired the shares in good faith without knowledge that they were not paid in full or to the extent stated in the certificate for the shares shall not be liable either to the insurer or to its creditors for any amount beyond that shown by the certificate to be unpaid on the shares represented thereby.
(c)
Any holder who derives his or her title through such a holder and who is not himself or herself a party to any fraud affecting the issuance of the shares shall have all the rights of the former owner.
Acts 1959, No. 148, § 487; A.S.A. 1947, § 66-4235.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-135 - Evidence of disbursement required

(a)
No insurer shall make any disbursement of one thousand dollars ($1,000) or more unless evidenced by a voucher, bill, or other document correctly describing the consideration for the payment or evidenced by a check, draft, or receipt endorsed or signed by or on behalf of the person receiving the money.
(b)
If the disbursement is for services and reimbursement, the voucher shall describe the services and the expenditures.
Acts 1959, No. 148, § 490; A.S.A. 1947, § 66-4238; Acts 2001, No. 1604, § 57.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-136 - Situs of personal property for taxation

For the purpose of state, county, and municipal taxation, the situs of all personal property belonging to a domestic insurer and located in this state shall be at the home office of the insurer.
Acts 1959, No. 148, § 491; A.S.A. 1947, § 66-4239.
Arkansas Code of 1987 (2023) › Title 23 - PUBLIC UTILITIES AND REGULATED INDUSTRIES (§§ 23-1-101 — 23-119-105) › Subtitle 3 - INSURANCE (§§ 23-60-101 — 23-103-417) › Chapter 69 - DOMESTIC STOCK AND MUTUAL INSURERS (§§ 23-69-101 — 23-69-512) › Subchapter 1 - GENERAL PROVISIONS (§§ 23-69-101 — 23-69-156) › Section 23-69-137 - Management and exclusive agency contracts

(a)
(1)
No domestic insurer shall make any contract whereby any person is granted or is to enjoy in fact the management of the insurer to the substantial exclusion of its board of directors or to have the controlling or preemptive right to produce substantially all insurance business for the insurer unless the contract is filed with and approved by the Insurance Commissioner.
(2)
The contract shall be deemed approved unless disapproved by the commissioner within twenty (20) days after the date of filing, subject to such reasonable extension of time as the commissioner may require by notice given within the twenty (20) days.
(3)
Any disapproval shall be delivered to the insurer in writing, stating the grounds therefor.
(b)
The commissioner shall disapprove any contract if he or she finds that it:
(1)
Subjects the insurer to excessive charges;
(2)
Is to extend for an unreasonable length of time;
(3)
Does not contain fair and adequate standards of performance; or
(4)
Contains other inequitable provisions which impair the proper interests of stockholders or members of the insurer.
(c)
The provisions of this section shall not apply to contracts of domestic licensees governed by the provisions of:
(1)
Sections
23-63-514
and
23-63-515
of the Insurance Holding Company Regulatory Act, §
23-63-501
et seq.;
(2)
The Managing General Agents Act, §
23-64-401
et seq.; and
(3)
Section
23-63-105
concerning service contracts to perform administrative functions.
Acts 1959, No. 148, § 492; A.S.A. 1947, § 66-4240; Acts 1999, No. 327, § 2.