reglab/statecodes huggingface dataset:
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 2 - The Fire Insurance Contract › ARTICLE 3 - California Standard Form Fire Insurance Policy › Section 2084.

2084. (a) After a covered loss under a policy covered by Section 2071, an insurer shall provide to the insured, free of charge, a complete copy of the policy that was in effect at the time of the loss within 30 calendar days of receipt of a request from the insured. The time period for providing the policy may be extended by the Insurance Commissioner. The policy provided to the insured shall include, where applicable and without limitation, the full insurance policy, any endorsements to the policy, and the policy declarations page.
(b) An insured under a policy covered by Section 2071 who does not experience a covered loss shall, upon request, be entitled to one free copy of his or her policy annually. The policy provided to the insured shall include, where applicable and without limitation, the full insurance policy, any endorsements to the policy, and the policy declarations page.
(c) (1) An insurer responding to a request made pursuant to subdivision (a) for a covered loss that was the result of a state of emergency, as defined in Section 8558 of the Government Code, may, and an insurer compliant with the electronic transaction requirements of Section 38.6 shall, upon the request of an insured who has not elected to receive electronic documents pursuant to Section 38.6, transmit or provide access to an electronic copy of the entire policy. Section 38.6 shall not apply to transmitting or providing access to a policy pursuant to this paragraph.
(2) A request of an insured pursuant to paragraph (1) does not constitute a request to participate in electronic transactions or communications for any purpose other than receiving the documents described in this section.
(Amended by Stats. 2018, Ch. 69, Sec. 1. (AB 1799) Effective January 1, 2019.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4010.

4010. A “mutual” insurer is an insurance corporation without capital stock owned by its policyholders collectively, who have the right to vote in the election of its directors.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4011.

4011. The provisions of Section 36 shall apply to domestic mutual insurers as well as foreign mutual insurers.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4012.

4012. Domestic mutual insurers, incorporating or qualifying to transact any or all of the classes of insurance designated in Sections 100 through 123 and 700. 01, shall be subject to all provisions of this code applicable to other incorporated insurers, except where otherwise provided. Domestic mutual insurers shall not be required to have or issue capital stock or shares nor shall they be required to distribute an annual report to a member other than at the time of the initial policy issuance or once each year on renewal. The provisions of Section 1140 shall apply to such an insurer except that the provisions of the Corporation Law referring to shareholders or members shall be applied as though such provisions referred to the policyholders or members of a mutual.
(Amended by Stats. 1983, Ch. 392, Sec. 1.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4013.

4013. (a) Each policyholder of a domestic mutual insurer, other than the holder of a reinsurance contract, is a member of the insurer during the policy period, as defined in the policy or the declarations page of the policy, with all rights and obligations of that membership, and the policy shall so specify.
(b) A “tail” or extended reporting policy or endorsement permitting claims to be reported after the expiration or termination of the policy period shall not extend the policy period of a “claims made” policy and all rights and obligations of membership shall cease upon the expiration or termination of the policy period. If an insurer has allowed or does allow, by contract, conduct, or otherwise, the holder of a “tail” or extended reporting policy or endorsement to have privileges, in whole or in part, identical, or similar to some or all of the rights of membership, the holder is nevertheless not deemed a member.
(c) Subdivision (b) and the modifications to subdivision (a) made by the act adding this subdivision, are declaratory of existing law and do not affect any existing contract rights.
(Amended by Stats. 2000, Ch. 255, Sec. 1. Effective January 1, 2001.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4014.

4014. Any person, government or governmental agency, state or political subdivision thereof, public or private corporation, board, association, estate, trustee or fiduciary may be a policyholder member of a mutual insurer.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4015.

4015. With respect to the management, records, and affairs of a domestic mutual insurer qualified to transact any or all of the classes of insurance designated in Section 700.01, and except as otherwise provided in this chapter, a member of such mutual insurer shall have the same character of rights and relationship as a stockholder has toward a domestic stock insurer subject to the provisions of this code.
(Amended by Stats. 1975, Ch. 824.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4016.

4016. Each member of a domestic mutual insurer is entitled to one vote upon each matter coming to a vote at meetings of members.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4016.1.

4016.1. Notice of all meetings of members whether annual or special shall be given in writing to the members entitled to vote by the secretary, or an assistant secretary, or other persons charged with that duty, or if there be no such officer, or in case of his or her neglect or refusal, by any director or member. At the option of the insurer the notice may be imprinted on premium notices or receipts or on both.
A notice may be given by the insurer 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 him or her to the insurer for the purpose of notice. If a member gives no address, notice shall be deemed to have been given him or her if sent by mail or other means of written communication addressed to the place where the principal office of the insurer is situated, or if published at least once in a newspaper of general circulation in the county in which the office is located.
Notice of any meeting of members shall be sent to each member entitled thereto not less than seven days before a meeting, unless the bylaws provide otherwise.
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.
Notice of an annual meeting to be held at the time and place specified shall be sufficiently given 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 insurer is located, and if so published no other notice of the meeting shall be required.
(Added by Stats. 1981, Ch. 300, Sec. 1.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4016.2.

4016.2. (a) The presence in person or by proxy of 5 percent of the members of a domestic mutual insurer entitled to vote at any meeting shall constitute a quorum for the transaction of all business of the insurer, including but not limited to, the amendment of the articles of incorporation or bylaws of the insurer, unless otherwise provided in the articles of incorporation or bylaws of such insurer.
(b) Any required member approval shall be by the affirmative vote of a number of members which, as to a stock corporation, would constitute approval of the shareholders (Section 153 of the Corporations Code) rather than approval of the outstanding shares (Section 152 of the Corporations Code).
(Amended by Stats. 1983, Ch. 21, Sec. 1. Effective May 5, 1983.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4017.

4017. A member shall have the right to vote in person or by his written proxy filed with the corporate secretary not less than five days prior to the meeting. No such proxy shall be made irrevocable, nor be valid beyond the earliest of the following dates:
(a) The date of expiration set forth in the proxy; or
(b) The date of termination of membership; or
(c) Eleven months from the date of execution of the proxy; or
(d) Such time as may be specified in the bylaws, not to exceed eleven months.
(Amended by Stats. 1980, Ch. 209, Sec. 4.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4018.

4018. No member’s vote upon any proposal to divest the insurer of its business or assets, or the major part thereof, shall be registered or taken except in person or by proxy newly executed and specific as to the matter to be voted upon.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 1 - General Provisions › Section 4019.

4019. This chapter does not apply to a mutual insurer that has converted to a mutual legal reserve insurer pursuant to former Chapter 9 (commencing with Section 10810) of Part 2 of Division 2. Except for Section 4016.2, this chapter does not apply to (a) a mutual insurer that has completed proceedings for voluntary mutualization pursuant to Chapter 13 (commencing with Section 11525) of Part 2 or (b) a stock life insurer that has converted from a mutual life insurer, or a mutual holding company or a stock holding company formed, pursuant to proceedings under Chapter 14 (commencing with Section 11535) of Part 2.
(Amended by Stats. 1998, Ch. 421, Sec. 3. Effective January 1, 1999.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 2 - Directors › Section 4020.

4020. The affairs of every domestic mutual insurer shall be managed by a board of directors consisting of not less than 5 directors nor more than 15 directors.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 2 - Directors › Section 4021.

4021. Directors shall be elected by the members of a domestic mutual insurer at the annual meeting of members. Directors may be elected for terms of not more than five years each and until their successors are elected and have qualified, and if to be elected for terms of more than one year, the insurer’s bylaws shall provide for a staggered term system under which the terms of a proportionate part of the number of the board of directors shall expire on the date of each annual meeting of members.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 2 - Directors › Section 4023.

4023. As to an insurer operating as an authorized insurer only in the State of California, a majority of the members of the insurer’s board of directors shall be citizens of and shall actually reside in this State.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 3 - Management and Exclusive Agency Contracts › Section 4030.

4030. A domestic mutual insurer shall not hereafter 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 commissioner. That contract shall not be effective unless and until approved by the insurance commissioner. That approval shall be obtained by filing application for approval with the commissioner accompanied by a one-hundred-fifty-dollar ($150) fee. Any disapproval shall be delivered to the insurer in writing, stating the grounds therefor.
(Amended by Stats. 2017, Ch. 534, Sec. 51. (AB 1699) Effective January 1, 2018.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 3 - Management and Exclusive Agency Contracts › Section 4031.

4031. Any such contract shall provide that any such manager or producer of its business shall within 90 days after expiration of each calendar year furnish the insurer’s board of directors a written statement of amounts received under or on account of the contract and amounts expended thereunder during such calendar year, including the emoluments received therefrom by the respective directors, officers, and other principal management personnel of the manager or producer, and with such classification of items and further detail as the insurer’s board of directors may reasonably require.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 3 - Management and Exclusive Agency Contracts › Section 4032.

4032. The commissioner shall disapprove any such contract if he finds that it:
(a) Subjects the insurer to excessive charges; or
(b) Is to extend for an unreasonable length of time; or
(c) Does not contain fair and adequate standards of performance; or
(d) Contains other inequitable provisions or provisions which impair the proper interests of policyholders of the insurer.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 3 - Management and Exclusive Agency Contracts › Section 4033.

4033. The commissioner may, after a hearing held thereon, withdraw his approval of any such contract theretofore approved by him, if he finds that the bases of his original approval no longer exist, or that the contract has, in actual operation, shown itself to be subject to disapproval on any of the grounds referred to in Section 4032 above.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 3 - Management and Exclusive Agency Contracts › Section 4034.

4034. The holder of any such contract described in this Article shall be subject to examination by the commissioner pursuant to Article 4 (beginning with Section 730), Chapter 1, Part 2, Division 1 of this code.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 4 - Loans › Section 4040.

4040. A mutual insurer may borrow money to defray the expenses of its organization, provide it with surplus funds, or for any purpose of its business, upon a written agreement that the money is required to be repaid only out of the insurer’s surplus in excess of that stipulated in the agreement. The agreement may provide for fixed or variable interest not exceeding an amount allowed by the commissioner, which interest shall or shall not constitute a liability of the insurer as to its funds other than the excess that is stipulated in the agreement. Any agreement of this type shall provide that all interest payments and principal repayments require prior approval by the commissioner. Unless otherwise approved by the commissioner, written agreements evidencing this borrowed money shall not be issued in units of less than ten thousand dollars ($10,000). Unless otherwise allowed by the commissioner, no commission or promotion expense shall be paid in connection with any loan of this type. An agreement to borrow money to provide surplus funds, or for any business purpose, may be termed a surplus note. No surplus note or other agreement may be issued unless it conforms to the requirements set forth at the time the note is issued in the Accounting Practices and Procedures Manual adopted by the National Association of Insurance Commissioners for the reporting of agreements as surplus and not as debt in the financial statements required to be filed by an insurer with the commissioner. No permit or other agreement shall constitute authorization or approval for any other issuance of securities that is connected to the note or agreement in any way.
(Amended by Stats. 2004, Ch. 4, Sec. 2. Effective January 21, 2004.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 4 - Loans › Section 4042.

4042. The issuance of any document evidencing any such loan shall require the commissioner’s securities permit under Article 8 of Chapter 1, Part 2, Division 1 (commencing with Section 820).
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 4 - Loans › Section 4044.

4044. This section shall not apply to loans obtained by the insurer in ordinary course of business from banks and other financial institutions, nor to loans secured by pledge or mortgage of assets.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 5 - Dividends to Policyholders › Section 4050.

4050. 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, net realized earnings, and net realized capital gains, all in excess of a surplus equivalent to the aggregate of paid-in capital and unassigned surplus required by this code for the issuance of a certificate of authority to a capital stock insurer transacting the same classes of insurance.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 5 - Dividends to Policyholders › Section 4051.

4051. A dividend otherwise proper may be payable out of such savings, earnings, and gains even though the insurer’s total surplus is then less than the aggregate of contributed surplus remaining unpaid by the insurer.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 5 - Dividends to Policyholders › Section 4052.

4052. The payment of any such dividends on a workers’ compensation policy shall be subject to the provisions of Section 11738 and for that purpose a mutual policy shall be considered to be a participating policy.
(Amended by Stats. 2018, Ch. 231, Sec. 13. (AB 2045) Effective January 1, 2019.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 6 - Nonassessable Policies › Section 4060.

4060. A domestic mutual insurer while maintaining unimpaired surplus funds not less in amount than one and one-half times the minimum paid-in capital stock required of a domestic stock insurer formed under this code for authority to transact the same class or classes of insurance, may, upon receipt of the commissioner’s certificate so authorizing, extinguish the contingent liability to assessment of its members as to all its policies in force and may omit provisions imposing contingent liability in all policies currently issued. A fee of two hundred eighty-three dollars ($283) shall accompany any application for that certificate.
(Amended by Stats. 2017, Ch. 534, Sec. 52. (AB 1699) Effective January 1, 2018.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 6 - Nonassessable Policies › Section 4061.

4061. The commissioner shall not authorize a domestic insurer to extinguish the contingent liability of any of its members or in any of its policies to be issued, unless it qualifies to and does extinguish such liability of all its members and in all such policies for all kinds of insurance transacted by it. No assessment shall be levied against any member or subscriber with respect to any nonassessable policy issued when the insurer had an unrevoked certificate to issue nonassessable policies.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 6 - Nonassessable Policies › Section 4062.

4062. A foreign or alien mutual insurer may issue nonassessable policies to its members in this State pursuant to its charter and the laws of its domicile.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 6 - Nonassessable Policies › Section 4063.

4063. The commissioner shall revoke the certificate of a domestic mutual insurer to issue policies without contingent liability if
(a) At any time the insurer’s assets are less than the sum of its liabilities and the surplus required for such certificate, or
(b) The insurer, by resolution of its board of directors approved by a majority of its members, requests that the certificate be revoked.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 6 - Nonassessable Policies › Section 4064.

4064. During the absence of such certificate the insurer shall not issue any policy without providing therein for the contingent liability of the policyholder, nor renew any policy which is then in force without endorsing the same to provide for such contingent liability.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 7 - Insolvency › Section 4070.

4070. Such an insurer is insolvent if its surplus becomes less than the amount of paid-in capital required of a capital stock company to qualify to transact the same classes of insurance.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 8 - Applicable Insurance Laws › Section 4080.

4080. Such an insurer shall be subject to all the provisions of this code and all the applicable rules and regulations of the commissioner. Such code provisions and such rules and regulations, when applied to such insurers, shall be construed in accordance with the fundamental nature of a mutual insurer. In the event of any direct conflicts between such code provisions and the provisions of this chapter, the latter shall prevail. Such other code provisions may, however, be used to supplement or explain the provisions of this chapter.
(Added by Stats. 1963, Ch. 1772.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 8 - Applicable Insurance Laws › Section 4081.

4081. Any county mutual fire insurer, or two or more such insurers, may merge into a general mutual insurer described in this chapter by following the procedure in Article 9.5 (commencing with Section 7040) of Chapter 5, Part 1, Division 2 of this code. Such general mutual insurer shall become the surviving corporation.
In addition, by following the above-mentioned procedure any two or more county mutual fire insurers may merge, concurrently with the transformation of one of them into a general mutual insurer described herein, as provided in Section 7044. 5.
(Added by Stats. 1967, Ch. 455.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 9 - Merger, Consolidation, Reinsurance, or Transfer of Assets and Liabilities › Section 4090.

4090. By following the procedure specified in this article, any domestic mutual insurer described in this article may merge, consolidate, or otherwise unite with or become a part of, or may reinsure all of its policies with and, upon assumption of all of its liabilities, may transfer all of its assets to, another insurer, domestic or foreign. Chapter 13 (commencing with Section 1300) of Division 1 of Title 1 of the Corporations Code and Article 1 (commencing with Section 11535) of Chapter 14 of Part 2 of Division 2 do not apply to any such transaction.
(Amended by Stats. 1995, Ch. 728, Sec. 4. Effective January 1, 1996.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 9 - Merger, Consolidation, Reinsurance, or Transfer of Assets and Liabilities › Section 4091.

4091. The plan and agreement by which any such transaction is to be effected shall be approved by a resolution of the majority of the board of directors of each domestic mutual insurer reciting the reasons for and the purposes of the proposed transaction and the manner in which the transaction is expected to benefit and serve the best interests of the domestic mutual insurer and its members. The plan and agreement shall thereafter be submitted to the commissioner, who shall examine the same and require such provisions to be inserted in the agreement and such actions to be taken in connection with the transaction including, but not limited to the following:
(a) The terms and conditions of the transaction.
(b) Any fee, commission, or other valuable consideration whatsoever, other than regular salary and compensation paid to any director, officer, agent, or employee of the domestic mutual insurer in connection with the transaction.
(c) At the expense of the applicant, an opinion as to the fairness of the terms of the plan and an appraisal of the fair value of each insurer, together with the respective equity interests of the members therein, by one or more qualified disinterested persons appointed by the domestic mutual insurer with the approval of the commissioner unless the commissioner finds that such an opinion or appraisal is not necessary to protect the interests of current members of the domestic mutual insurer.
(d) The contents of the notice of the vote on the transaction by the members of each domestic mutual insurer that is a party thereto.
(e) The manner and form of voting thereon by the members of each such domestic mutual insurer.
(f) Any other change as the commissioner may deem necessary in order that the transaction may be fair, just, and equitable to the parties to the transaction and their respective policyholders, owners, creditors, and the public.
(Amended by Stats. 1995, Ch. 728, Sec. 5. Effective January 1, 1996.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 9 - Merger, Consolidation, Reinsurance, or Transfer of Assets and Liabilities › Section 4092.

4092. When any such plan and agreement shall have been approved by the commissioner, with any changes required by him, the same shall be approved in the case of each domestic mutual insurer that is a party to the transaction by not less than two-thirds of the votes cast by the members thereof represented in person or by proxy at a meeting called to consider the same. At least 30 days before the day fixed for the meeting, notice of such meeting and its purpose shall be given to the members at their addresses appearing on the books maintained at the home office of the insurer. With respect to members whose addresses do not appear on such books of the insurer, notice shall be deemed to have been given if published at least once in some newspaper of general circulation in the county in which the principal office of the insurer is located. At such meeting the presence in person or by proxy of 10 percent of such members of such insurer shall constitute a quorum. In the absence of a quorum the members present at the meeting in person or by proxy may adjourn the meeting to a later date. No further notice need be given of the date to which the meeting is adjourned.
(Added by Stats. 1975, Ch. 824.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 9 - Merger, Consolidation, Reinsurance, or Transfer of Assets and Liabilities › Section 4093.

4093. If the vote is in the affirmative, a certified copy of all proceedings relating to the proposed transaction shall be filed with the commissioner. If one of the insurers that is a party to the transaction is a foreign corporation there shall also be filed with the commissioner evidence of an approval, consent, or authorization as may be required by the laws of the state of incorporation of the foreign insurer. If the commissioner finds that the proceedings have been in accordance with the law and the commissioner’s requirements, he or she shall issue a certificate approving the plan and agreement and the transaction shall become effective when the certificate, the agreement, and any other documents required by law have been filed with the Secretary of State.
The fee for issuing the certificate approving the transaction shall be six thousand three hundred fifty dollars ($6,350), payable in advance with the filing with the commissioner of the first papers relating to the proposed transaction; eight dollars ($8) shall be charged for each signed and sealed or certified copy thereof issued as part of the same transaction in which the original certificate is issued.
(Amended by Stats. 2017, Ch. 534, Sec. 53. (AB 1699) Effective January 1, 2018.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 9 - Merger, Consolidation, Reinsurance, or Transfer of Assets and Liabilities › Section 4094.

4094. Any plan of merger, consolidation, or other unification under this article shall provide that all rights and properties of the parties to the plan of merger, consolidation or other unification shall accrue to and become the rights and properties of the surviving or consolidated or continuing corporation which shall succeed to and assume all the obligations and liabilities of the merged, consolidating, or transferring corporation in the same manner as if incurred or contracted by the surviving, consolidated, or continuing corporation.
(Added by Stats. 1975, Ch. 824.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 9 - Merger, Consolidation, Reinsurance, or Transfer of Assets and Liabilities › Section 4095.

4095. In the event a mutual insurer is merged, consolidated, or part of a reorganization under the procedures specified in this article, and the surviving, consolidated, or continuing company is an incorporated stock insurer, the plan shall provide for the manner of converting or exchanging the equity interests of current members in the domestic mutual insurer into shares, subscription rights, warrants, options, cash, dividends, premium credits, certificates of contribution, or any other interests that may be provided in the plan. However, notwithstanding the foregoing, the equity interest of a policyholder in the mutual insurer may be converted or exchanged solely into premium credits if the plan and agreement shall so provide, but only at the policyholder’s election. Any person holding a subscription note or other debt instrument evidencing a capital contribution to the domestic mutual insurer shall be entitled upon demand to have the note or debt instrument redeemed for cash or securities as provided in the plan. The plan may provide for additional securities to be sold to directors, officers, employees, and former members of the domestic mutual insurer in accordance with the provisions of Article 8 (commencing with Section 820) of Chapter 1 of Part 2 of Division 1. Nothing in this section shall preclude the issuance of different securities, subject to the approval of the commissioner, provided that comparable securities shall be issued at prices not less than the conversion or exchange values of any such securities distributed to current policyholders. Notwithstanding any other provision of law, conversion or exchange constitutes full payment and discharge of the members’ property interest in the domestic mutual insurer and the members have no other rights with respect thereto, except for rights relating to a continuing debt or equity interest that a former member holds in the surviving insurer.
(Added by Stats. 1995, Ch. 728, Sec. 7. Effective January 1, 1996.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 9 - Merger, Consolidation, Reinsurance, or Transfer of Assets and Liabilities › Section 4096.

4096. In the event a domestic mutual insurer is merged, consolidated, or a part of a reorganization under the procedures specified in this article, and the surviving, consolidated, or continuing company is a nonadmitted insurer, the plan of merger shall provide either for that insurer to be admitted to transact insurance in California or for any nonsurviving insurer admitted in California to withdraw from the state.
(Added by Stats. 1995, Ch. 728, Sec. 8. Effective January 1, 1996.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 10 - Conversion of an Incorporated Medical Malpractice Mutual Insurer into an Incorporated Stock Insurer › Section 4097.

4097. (a) A domestic incorporated medical malpractice mutual insurer, issuing nonassessable policies on a reserve basis may be converted into an incorporated stock insurer issuing, on a reserve basis, nonassessable policies either by demutualization or by establishing a mutual holding company. To that end, it may provide and carry out a plan for the conversion by complying with the requirements of this article.
(b) A mutual holding company may be converted into a stock corporation. To that end, it may provide and carry out a plan for the conversion by complying with the requirements of this article.
(c) As part of the conversion authorized in this section, a domestic incorporated medical malpractice mutual insurer may merge with an incorporated stock insurer, if the merging insurers comply with the provisions of Article 9 (commencing with Section 4090) applicable to their participation in the merger, or may transfer its domicile to any other state, if the insurer complies with Section 709.5.
(Added by Stats. 1998, Ch. 421, Sec. 4. Effective January 1, 1999.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 10 - Conversion of an Incorporated Medical Malpractice Mutual Insurer into an Incorporated Stock Insurer › Section 4097.03.

4097.03. For the conversion of a medical malpractice mutual insurer, the plan of conversion shall provide for either a demutualization in compliance with Section 4097.04 or for a mutual holding company in compliance with Section 4097.05. For the conversion of a mutual holding company, the plan of conversion shall provide for demutualization in compliance with Section 4097.04.
(Added by Stats. 1998, Ch. 421, Sec. 4. Effective January 1, 1999.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 10 - Conversion of an Incorporated Medical Malpractice Mutual Insurer into an Incorporated Stock Insurer › Section 4097.05.

4097.05. A plan of conversion adopted by a medical malpractice mutual insurer to establish a mutual holding company shall provide that the medical malpractice mutual insurer will become a stock insurer, that the members of the medical malpractice mutual insurer will become members of a mutual holding company, that the mutual holding company will acquire at least 51 percent of the voting stock of the stock holding company, and that the stock holding company will acquire all of the voting stock of the converted insurer.
(Added by Stats. 1998, Ch. 421, Sec. 4. Effective January 1, 1999.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 10 - Conversion of an Incorporated Medical Malpractice Mutual Insurer into an Incorporated Stock Insurer › Section 4097.06.

4097.06. (a) The commissioner shall examine the plan submitted pursuant to subdivision (b) of Section 4097.02. If the plan provides for the establishment of a mutual holding company under Section 4097.05, the mutual insurer shall demonstrate that the issuance of stock:
(1) Will not require members to pay additional funds to retain their rights in surplus, but nothing herein is intended to prohibit or restrict a mutual insurer that is converting to a stock insurer by establishing a mutual holding company from offering to its members subscription rights that are in addition to the rights in surplus to be held in the mutual holding company.
(2) Issued to officers, directors, employees, or employee benefit plans for their benefit, if any, will be fair, just and equitable and not hazardous to policyholders, stockholders, or creditors.
(3) Provides sufficient means for the accumulated earnings, cash, and other non-operating assets held by the mutual holding company to inure to the exclusive benefit of its members.
(b) As part of the examination the commissioner shall order a public hearing on the plan after written notice of the hearing to the mutual company, its members, and the public. Members of the mutual company, their representatives, and the public shall have the right to appear at the public hearing and to submit written comments to the commissioner. The hearing shall occur before the policyholder vote. The commissioner may require as a condition of consent that the mutual company make modifications of the proposed plan that the commissioner finds necessary for the protection of policyholders. The commissioner shall consent to the plan if he or she finds all of the following:
(1) For the conversion of a mutual insurer, the plan is fair, just, and equitable to the insurer and its policyholders.
(2) For the conversion of a mutual holding company, the plan is fair, just, and equitable to the company, its members, and the policyholders of the converted insurer.
(3) The plan does not violate the law.
(4) The converted insurer will, after the conversion, satisfy the requirements for the issuance of a license to write the line or lines of insurance for which it is presently licensed.
(c) For the conversion of a mutual company, the commissioner may appoint one or more actuarial, financial, or other consultants, including legal counsel, as the commissioner finds necessary to advise the commissioner in making the determination of whether the proposed plan of conversion meets the applicable requirements of this article. The mutual company is responsible for the reasonable fees and expenses of any actuarial, financial, or other consultants, including legal counsel, appointed, and for the mailing and publication of notices to the mutual company and its members.
(Added by Stats. 1998, Ch. 421, Sec. 4. Effective January 1, 1999.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 10 - Conversion of an Incorporated Medical Malpractice Mutual Insurer into an Incorporated Stock Insurer › Section 4097.07.

4097.07. The meeting of members prescribed by subdivision (c) of Section 4097.02 shall be called by the board of directors, the chairperson of the board, or the president of the mutual company. Notice of the meeting shall be given to eligible members by mail at least 45 days prior to the date set for the meeting to members of the mutual company of record on the date the plan of conversion was adopted by the board of directors. In the event that a plan of reorganization provides for the establishment of a mutual holding company under Section 4097.05, the notice shall be accompanied by an information statement describing the proposed reorganization. The information statement shall include, at a minimum, the following items:
(a) A full copy and a summary of the plan of reorganization.
(b) A discussion addressing the reasons and purposes of the proposed restructuring, which shall include a comparison to a demutualization.
(c) An analysis of the benefits and risks associated with the proposed reorganization to the mutual company and its policyholders.
(d) An explanation of how the restructuring will benefit policyholders, as well as a description of any potential risks to policyholder interests and a description of how the policyholders’ rights differ at the mutual holding company level from those in the existing company.
(e) A description of any stock issuance, including any shares or options to be issued to directors, officers, agents, employees, or employee benefit plans, for their benefit, that will be made in conjunction with the plan of conversion, if any, and the guidelines and parameters which shall apply in the event stock is to be issued, including a detailed discussion of subscription rights that are to be granted to policyholders.
(f) Any proposed amendments to the mutual insurer’s articles of incorporation to address the restructuring from a mutual to a stock insurer.
(g) Any proposed articles and bylaws of the mutual holding company and any other entities to be created in the reorganization.
(h) Financial information.
(i) Any other information that the commissioner determines is necessary to make a complete and adequate disclosure to policyholders.
Voting shall be by ballot, in person or by proxy. A quorum shall consist of 10 percent of the members of the mutual company entitled to vote at the meeting.
(Added by Stats. 1998, Ch. 421, Sec. 4. Effective January 1, 1999.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 10 - Conversion of an Incorporated Medical Malpractice Mutual Insurer into an Incorporated Stock Insurer › Section 4097.08.

4097.08. Nothing in this article shall be deemed to prohibit the inclusion in the plan of conversion of provisions under which the insurer’s officers, directors, employees, agents, and employee benefit plans for their benefit may be entitled, in accordance with reasonable classifications of those individuals and employee benefit plans as may be included in the plan, to purchase for cash, at the same price as offered to the public in the initial public offering, voting stock not purchased by members upon exercise of subscription rights. Nothing in this code shall be deemed to prohibit the establishment of stock option, incentive, and share ownership plans customary for publicly traded companies in the same and similar industries. The plan may not permit those persons to acquire any of the following:
(a) Greater than 25 percent of the voting stock issued pursuant to the plan for a medical malpractice mutual insurer having assets in excess of two hundred million dollars ($200,000,000) or 35 percent for a medical malpractice mutual insurer having assets of two hundred million dollars ($200,000,000) or less.
(b) Greater than 25 percent of the stockholders’ equity for a medical malpractice mutual insurer having assets in excess of two hundred million dollars ($200,000,000) or 35 percent for a medical malpractice mutual insurer having assets of less than two hundred million dollars ($200,000,000).
(c) Unexercised options that exceed 20 percent of the number of the issued and outstanding shares.
(Added by Stats. 1998, Ch. 421, Sec. 4. Effective January 1, 1999.)
2023 California Code › Insurance Code - INS › DIVISION 2 - CLASSES OF INSURANCE › PART 1 - FIRE AND MARINE INSURANCE › CHAPTER 4 - General Mutual Insurers › ARTICLE 10 - Conversion of an Incorporated Medical Malpractice Mutual Insurer into an Incorporated Stock Insurer › Section 4097.09.

4097.09. No director, officer, agent, or employee of the mutual company shall receive any fee, commission, or other valuable consideration whatsoever, other than regular salary and compensation, for in any manner aiding, promoting, or assisting in the conversion except as set forth in the plan approved by the commissioner. This provision shall not be deemed to prohibit the 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 they may also be directors of the mutual company.
(Added by Stats. 1998, Ch. 421, Sec. 4. Effective January 1, 1999.)