reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 5. Mutual Insurance Holding Companies › 27-14.5-5-4. Permissible Actions of Mutual Insurance Holding Company; Disclosure Required When Acquiring Majority of Voting Stock of Insurance Company

Sec. 4. (a) With the written approval of the commissioner, and subject to any conditions that the commissioner may impose, a mutual insurance holding company may do any of the following:
(1) Merge or consolidate with, or acquire the assets of:
(A) a mutual insurance holding company licensed under this article; or
(B) any similar entity organized under the laws of any other state.
(2) Either alone or together with one (1) or more of an intermediate stock holding company, a stock insurance company subsidiaries or other subsidiaries, directly or indirectly, acquire the stock or assets of:
(A) a stock insurance company;
(B) a mutual insurance company that is reorganized under this article or the law of its state of organization; or
(C) a mutual insurance company.
(3) Acquire a stock insurance company through the merger of the stock insurance company or its parent company, as applicable, into:
(A) a stock insurance company subsidiary; or
(B) an intermediate stock holding company subsidiary or the mutual insurance holding company.
(b) A mutual insurance holding company and its affiliates may:
(1) establish any other type of entity as otherwise permitted by law; and
(2) acquire the stock or assets of any other entity or person as otherwise permitted by law.
(c) Whenever a mutual insurance holding company:
(1) holds;
(2) acquires; or
(3) plans to acquire;
more than fifty percent (50%) of the voting capital stock of a stock insurance company, the mutual insurance holding company must submit to the commissioner a description of any membership interests of policyholders of the stock insurance company in the mutual insurance holding company.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 5. Mutual Insurance Holding Companies › 27-14.5-5-5. Rights and Privileges of Mutual Insurance Holding Company

Sec. 5. (a) Except as provided in subsection (b), a mutual insurance holding company:
(1) has and may exercise all the rights and privileges of insurance companies formed under this title; and
(2) is subject to all of the requirements and regulations imposed upon insurance companies formed under this title.
(b) The exceptions referred to in subsection (a) are as follows:
(1) A mutual insurance holding company has no right or privilege to write insurance (except through a stock insurance company subsidiary) and is not subject to any requirement or rule adopted under IC 4-22-2 relating to the writing of insurance.
(2) A mutual insurance holding company is not subject to the surplus requirements in IC 27-1-6-15.
(3) A mutual insurance holding company is not subject to the deposit requirement in IC 27-1-6-15(d).
(4) A mutual insurance holding company is not subject to the investment requirements under IC 27-1-12, IC 27-1-13, or IC 27-1-23-2.6 that limit or restrict investments in subsidiaries.
(5) A mutual insurance holding company is not subject to risk-based capital requirements under IC 27-1-36.
(6) A mutual insurance holding company is not subject to a requirement under this title if the commissioner determines by order or rule adopted by the commissioner under IC 4-22-2 that the requirement does not apply to the mutual insurance holding company.
(7) A mutual insurance holding company is not subject to any requirement or rule adopted under IC 4-22-2 that is imposed upon insurance companies formed under this title to the extent that the requirement or rule is in conflict with this article.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 5. Mutual Insurance Holding Companies › 27-14.5-5-6. Annual Statement of Mutual Insurance Holding Company

Sec. 6. (a) Not later than June 1 of each year, each mutual insurance holding company must file with the commissioner an annual statement consisting of the following information:
(1) Audited financial statements, including:
(A) an income statement;
(B) a balance sheet; and
(C) a statement of cash flows.
(2) Complete information on the status of any condition imposed in connection with the approval of a plan of reorganization.
(3) An investment plan covering all assets of the mutual insurance holding company.
(4) A statement disclosing any intention to pledge, borrow against, alienate, hypothecate, or in any way encumber the assets of the mutual insurance holding company.
(b) The commissioner, through an order or by a rule adopted under IC 4-22-2, may waive or suspend all or any part of the requirements of subsection (a) for a particular mutual insurance holding company or class of mutual insurance holding companies.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 5. Mutual Insurance Holding Companies › 27-14.5-5-7. Insurance Holding Company System; When Separate Filing or Approval Is Not Required

Sec. 7. (a) A mutual insurance holding company, an intermediate stock holding company, and stock insurance company subsidiaries that are owned entirely or in part, directly or indirectly, by the mutual insurance holding company constitute an insurance holding company system (as defined in IC 27-1-23-1).
(b) Notwithstanding subsection (a), a separate filing or approval is not required under IC 27-1-23 for a reorganization that:
(1) is included in a plan approved under this article; and
(2) does not involve the acquisition of control of an insurance company that is not affiliated with the applicant before the reorganization.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 5. Mutual Insurance Holding Companies › 27-14.5-5-8. Membership Interest in Mutual Insurance Holding Company Is Not a Security

Sec. 8. A membership interest in a mutual insurance holding company does not constitute a security under Indiana law.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 5. Mutual Insurance Holding Companies › 27-14.5-5-9. Conversion Into Stock Insurance Company

Sec. 9. A mutual insurance holding company may convert to a stock company under IC 27-15 as though the mutual insurance holding company were a mutual insurance company.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 6. Miscellaneous Provisions › 27-14.5-6-1. This Article Supplemental to the Indiana Insurance Law (Ic 27-1-2 Through Ic 27-1-20)

Sec. 1. (a) This article, while independent of any other law, is supplemental to IC 27-1-2 through IC 27-1-20.
(b) All provisions of IC 27-1-2 through IC 27-1-20 are fully and completely applicable to this article in the same manner as if the provisions of this article had been an original part of IC 27-1-2 through IC 27-1-20. If any conflict exists between this article and IC 27-1-2 through IC 27-1-20, this article is controlling.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 6. Miscellaneous Provisions › 27-14.5-6-2. Information and Documents Are Confidential

Sec. 2. All information, documents, and copies of information and documents obtained by or disclosed to the commissioner or to any other person in the course of an examination or approval of a plan under this article:
(1) are declared confidential for purposes of IC 5-14-3-4(a)(1);
(2) shall be given confidential treatment;
(3) are not subject to subpoena; and
(4) shall not be made public by the commissioner or any other person, except to insurance departments of other states with the prior written consent of the applicant.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 6. Miscellaneous Provisions › 27-14.5-6-3. Deadline for Commencement of Action

Sec. 3. Any action:
(1) challenging the validity of; or
(2) arising out of;
an action that is taken or proposed to be taken under this article must commence not later than thirty (30) days after the approval by the commissioner of the plan under which or in respect of which the action is taken or proposed to be taken.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 14.5. Mutual Insurance Holding Company Law › Chapter 6. Miscellaneous Provisions › 27-14.5-6-5. Petition for Judicial Review; Action for Mandate

Sec. 5. (a) A person who is aggrieved by an agency action of the commissioner under this article may petition for judicial review of the action in accordance, so far as practicable, with IC 4-21.5-5.
(b) A person who is aggrieved by a failure of the commissioner to act or make a determination required by this article may bring an action for mandate in the circuit court of Marion County to compel the commissioner to act or make the determination.
As added by P.L.226-2023, SEC.30.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-2. Conversion Generally

Sec. 2. (a) Any domestic mutual insurance company that:
(1) maintains its executive offices in Indiana; and
(2) employs at least five hundred (500) persons or a substantial percentage of its workforce in Indiana;
may, by amendment to its articles of incorporation, convert to a stock insurance company by means of a plan of conversion described in IC 27-15-2-2 or a simple plan of conversion described in IC 27-15-2-3 and IC 27-1-8.
(b) The commissioner shall determine whether a mutual insurance company meets the requirements of subsection (a)(2).
As added by P.L.94-1999, SEC.3. Amended by P.L.14-2000, SEC.61.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-4. "Closed Block"

Sec. 4. "Closed block" means an allocation of assets for a defined group of in force policies which, together with the premiums of those policies and related investment earnings, are expected to be sufficient to maintain the payments of guaranteed benefits, certain expenses, and continuation of the current dividend scale on the closed block, if experience does not change.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-5. "Company Action Level Rbc"

Sec. 5. "Company action level RBC" has the meaning set forth in IC 27-1-36-6.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-6. "Converting Mutual"

Sec. 6. "Converting mutual" means a domestic mutual insurance company that has adopted a plan of conversion and an amendment to its articles of incorporation under this article that will, upon consummation, result in the domestic mutual insurance company converting into a domestic stock insurance company.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-7. "Eligible Member"

Sec. 7. "Eligible member" means a person who:
(1) is a member of the converting mutual on the date the converting mutual's board of directors adopts a resolution proposing a plan of conversion and an amendment to the articles of incorporation; and
(2) continues to be a member of the converting mutual on the effective date of the conversion.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-8. "Former Mutual"

Sec. 8. "Former mutual" means the domestic stock insurance company resulting from the conversion of a converting mutual to a stock insurance company under a plan of conversion and an amendment to its articles of incorporation under this article.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-9. "Member"

Sec. 9. "Member" means a person that, according to the:
(1) records;
(2) articles of incorporation; and
(3) bylaws;
of a converting mutual, is a member of the converting mutual.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-10. "Membership Interests"

Sec. 10. "Membership interests" means:
(1) the voting rights of members of a domestic mutual insurance company as provided by law and by the company's articles of incorporation and bylaws; and
(2) the rights of members of a domestic mutual insurance company to receive cash, stock, or other consideration in the event of a conversion to a stock insurance company under this article or a dissolution under IC 27-1-10, as provided by those laws and by the company's articles of incorporation and bylaws.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-11. "Parent Company"

Sec. 11. "Parent company" means a corporation that, upon the effective date of a conversion, owns all of the stock of the former mutual.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-12. "Plan of Conversion"

Sec. 12. "Plan of conversion" means the plan of conversion described in either IC 27-15-2-2 or IC 27-15-2-3.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 1. General Provisions and Definitions › 27-15-1-14. "Simple Plan of Conversion"

Sec. 14. "Simple plan of conversion" means the plan of conversion described in IC 27-15-2-3.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 2. Plan of Conversion › 27-15-2-1. Commencement of Demutualization

Sec. 1. The board of directors of the converting mutual shall commence the demutualization process by adopting a resolution that proposes:
(1) the amendment of its articles of incorporation under IC 27-1-8-2; and
(2) a plan of conversion.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 2. Plan of Conversion › 27-15-2-2. Required Provisions

Sec. 2. The plan of conversion, other than a simple plan of conversion, must do the following in accordance with this article:
(1) Describe the manner in which the proposed conversion will occur and the insurance and any other companies that will result from or be directly affected by the conversion, including the former mutual and any parent company.
(2) Provide that the membership interests in the converting mutual will be extinguished as of the effective date of the conversion.
(3) Require the distribution to the eligible members, upon the extinguishing of their membership interests, of aggregate consideration equal to the fair value of the converting mutual.
(4) Describe the manner in which the fair value of the converting mutual has been or will be determined.
(5) Describe the form or forms and amount, if known, of consideration to be distributed to the eligible members.
(6) Specify relevant classes, categories, or groups of eligible members, and describe and explain any differences in the form or forms and amount of consideration to be distributed to or among the eligible members.
(7) Require and describe the method or formula for the fair and equitable allocation of the consideration among the eligible members.
(8) Provide for the determination and preservation of the reasonable dividend expectations of eligible members and other policyholders with policies that provide for the distribution of policy dividends, through establishment of a closed block or other method acceptable to the commissioner.
(9) Provide that each member and other policyholder of the converting mutual will receive notification of the address and telephone number of the converting mutual and the former mutual, if different, along with the notice of hearing outlined in IC 27-15-4-4.
(10) Include other provisions as the converting mutual determines to be necessary.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 2. Plan of Conversion › 27-15-2-3. Adoption of Simple Plan of Conversion

Sec. 3. (a) The board of directors of the converting mutual may adopt a simple plan of conversion under this section. The simple plan of conversion must include the following:
(1) The distribution to the eligible members, upon the extinguishing of their membership interests, of all of the initial issue of the voting common stock of the former mutual or any parent company. The initial issue of the voting common stock may include only one (1) class of stock, and may not include more than one (1) series of stock.
(2) Describe the manner in which the proposed conversion will occur and the insurance and any other companies that will result from or be directly affected by the conversion, including the former mutual and any parent company.
(3) Provide that the membership interests in the converting mutual will be extinguished as of the effective date of the conversion.
(4) Provide for the registration of that distribution of stock under section 5 of the federal Securities Act of 1933 (15 U.S.C. 77e).
(5) Specify each separate class, category, or group of eligible members, and describe and explain any differences in the amount of stock to be distributed to or among the eligible members of each separate class, category, or group of eligible members.
(6) Require and describe the method or formula for the fair and equitable allocation of the stock among the eligible members.
(7) Provide for the determination and preservation of the reasonable dividend expectations of eligible members and other policyholders with policies that provide for the distribution of policy dividends, through the establishment of a closed block or other method acceptable to the commissioner.
(b) The plan may include other provisions:
(1) that the converting mutual determines to be necessary; and
(2) consistent with this title.
As added by P.L.94-1999, SEC.3. Amended by P.L.124-2018, SEC.104.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 3. Application for Conversion › 27-15-3-1. Filing With Commissioner

Sec. 1. After the adoption by the board of directors of the resolution proposing the plan of conversion under IC 27-15-2 and the amendment to its articles of incorporation, the converting mutual shall file with the commissioner an application for approval of the plan and amendment.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 3. Application for Conversion › 27-15-3-3. Content Excepted From Simple Plan of Conversion

Sec. 3. Notwithstanding section 2 of this chapter, the opinion described in section 2(10) of this chapter is not required under this chapter if the converting mutual utilizes a simple plan of conversion.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 3. Application for Conversion › 27-15-3-4. Actuarial Opinion Requirements

Sec. 4. The actuarial opinion required by this chapter shall be:
(1) provided and signed by a qualified and independent actuary who is a member of the American Academy of Actuaries;
(2) given in accordance with professional standards and practices generally accepted by the actuarial profession and those other factors as the actuary believes are reasonable and appropriate in the exercise of professional judgment at the time the opinion is given;
(3) supported by a memorandum of the actuary, describing the calculations made in support of the opinion and the assumptions used in the calculations; and
(4) submitted to the commissioner.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 4. Public Hearing and Commissioner's Determination › 27-15-4-1. Commissioner's Determination of Application Completeness; Designation of Date for Public Hearing

Sec. 1. (a) The commissioner shall determine, within forty-five (45) days after the later of:
(1) the submission of an application for approval of a plan of conversion; or
(2) the submission of any amendment to the application;
whether the application is complete.
(b) Upon determining that the application is complete, the commissioner shall designate a date for a public hearing on the plan of conversion and the amendment to the articles of incorporation.
(c) No public hearing by the commissioner under this chapter is required for a simple plan of conversion.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 4. Public Hearing and Commissioner's Determination › 27-15-4-2. Purpose of Public Hearing

Sec. 2. The commissioner shall hold a public hearing upon the plan of conversion and the amendment to the articles of incorporation. The purpose of the public hearing shall be to receive comments and information to aid the commissioner in considering and approving or disapproving the application for approval of the plan of conversion and the amendment to the articles of incorporation. Persons wishing to make comments and submit information may submit written statements before or at the public hearing and may also appear and be heard at the public hearing.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 4. Public Hearing and Commissioner's Determination › 27-15-4-3. Commencement of Hearing; Postponement

Sec. 3. The public hearing shall commence within sixty (60) days after the date on which the commissioner determines the application is complete, unless the converting mutual requests, and the commissioner agrees to, a longer period. In the event that an amendment to the plan of conversion or the application for approval is filed with the commissioner after the commissioner has determined the application is complete, the hearing may be postponed for a period not to exceed sixty (60) days after the filing of the amendment.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 4. Public Hearing and Commissioner's Determination › 27-15-4-4. Notice of Hearing

Sec. 4. (a) The converting mutual shall provide at least thirty (30) days prior written notice of the hearing to its members and other policyholders as of the date its board of directors adopted the resolution proposing the plan of conversion.
(b) The notice must include the following:
(1) A brief statement of the subject of the hearing, the date, time, and location of the hearing.
(2) A description of members eligible to vote on the plan of conversion and the amendment to the articles of incorporation.
(3) A statement that the members and policyholders may examine, at the department, the public record portion of the application submitted to the commissioner.
(4) The address and telephone number of the converting mutual and, if different, the former mutual.
(c) The converting mutual shall provide the commissioner with the proposed form and content of the notice not less than fifteen (15) days before notice is to be provided to the members and policyholders, and the commissioner shall approve or disapprove the form and content of the notice within ten (10) days after its submission to the commissioner. The notice to members and other policyholders shall, after approval by the commissioner, be provided by mail or other means approved by the commissioner.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 4. Public Hearing and Commissioner's Determination › 27-15-4-5. Publication of Notice

Sec. 5. (a) The converting mutual shall cause notice of the public hearing to be published in a newspaper of general circulation in the city where the principal office of the converting mutual is located, in Indianapolis, and in any other city specified by the commissioner at the time the commissioner determines that the application is complete.
(b) The notice shall be published at least two (2) times at intervals of not less than two (2) weeks, the first publication to be not more than forty-five (45) days and the last publication not less than fifteen (15) days before the public hearing. The notice of the public hearing shall state the purpose of the hearing and the date, time, and place where the hearing will occur.
(c) The converting mutual shall provide the commissioner with the proposed form and content of the notice not less than fifteen (15) days before it is to be first published, and the commissioner shall approve or disapprove the form and content of the notice within ten (10) days after its submission to the commissioner.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 4. Public Hearing and Commissioner's Determination › 27-15-4-6. Hearing Procedures

Sec. 6. The hearing shall be conducted by the commissioner or by the commissioner's designee, consistent with the procedures described in IC 4-22-2-26.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 4. Public Hearing and Commissioner's Determination › 27-15-4-7. Issuance of Commissioner's Determination

Sec. 7. (a) The commissioner shall fully consider any comments received at a required hearing consistent with IC 4-22-2-27 before issuing an order approving or disapproving the application, plan of conversion, and amendment to the articles of incorporation.
(b) The commissioner's order or determination shall:
(1) be issued within thirty (30) days after the last day of the public hearing or, for a simple plan of conversion, within ninety (90) days after the filing of an application for approval of the plan;
(2) be in writing; and
(3) detail the reasons why the converting mutual's application is approved or disapproved.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 4. Public Hearing and Commissioner's Determination › 27-15-4-8. Findings Required for Application Approval

Sec. 8. The commissioner shall approve the application and permit the conversion under the plan of conversion and the amendment to the articles of incorporation if the commissioner finds, following the public hearing, if required:
(1) that the amount and form of consideration is fair in the aggregate and to each member class;
(2) that the plan of conversion and the amendment to the articles of incorporation:
(A) comply with this article and other applicable laws;
(B) are fair, reasonable, and equitable to the eligible members; and
(C) will not prejudice the interests of the other policyholders of the converting mutual; and
(3) except for a simple plan of conversion, that the total consideration provided to eligible members upon the extinguishing of the converting mutual's membership interests is equal to or greater than the surplus of the converting mutual.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 4. Public Hearing and Commissioner's Determination › 27-15-4-9. Waiver of Findings for Application Approval

Sec. 9. The commissioner may waive the requirement of section 8(3) of this chapter upon a showing of good cause.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 5. Voting on the Plan by Members › 27-15-5-1. Submission of Plan to Vote

Sec. 1. The proposed plan of conversion and amendment to the articles of incorporation of the converting mutual shall be submitted to a vote of the members of the converting mutual, as provided in IC 27-1-8-3 and in this chapter.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 5. Voting on the Plan by Members › 27-15-5-2. Time of Meeting

Sec. 2. The meeting of members shall be held not later than ninety (90) days after the later of:
(1) the issuance of the commissioner's order approving the conversion; or
(2) the final resolution of an appeal of that decision under this article.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 5. Voting on the Plan by Members › 27-15-5-3. Notice of Opportunity to Vote; Form and Content

Sec. 3. (a) The members of the converting mutual entitled to vote on the plan of conversion and the amendment to the articles of incorporation shall be given written notice of their opportunity to vote. The notice shall be accompanied by explanatory information concerning the conversion and may be accompanied by proxy solicitation materials.
(b) The form and content of the notice, explanatory information, and any proxy solicitation materials must be provided to the commissioner not less than twenty (20) business days before they are mailed to the members, and the commissioner shall approve or disapprove the form and content of the notice, explanatory materials, and any proxy solicitation materials within fifteen (15) business days after their submission to the commissioner.
(c) The notice and explanatory materials must include the following:
(1) Reference to the applicable statutory provisions.
(2) The date, time, and location of the meeting.
(3) A brief statement of the subject of the meeting.
(4) A copy of the plan of conversion and a summary of the plan.
(5) A copy of the amendment to the articles of incorporation and a summary of the amendment.
(6) A description of the member's right to attend and participate in the meeting.
(7) The definition of the term "eligible member".
(8) A statement that no member will receive consideration as a result of the conversion unless the member continues to be a member of the converting mutual on the effective date of the conversion.
(9) For each form of consideration, a description of the nature and amount of consideration that will be provided to the eligible members upon completion of the conversion and, if reasonably ascertainable by the converting mutual, a description of the nature and amount or approximate amount of consideration to be provided to the particular member to whom the notice is addressed.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 5. Voting on the Plan by Members › 27-15-5-4. Notice of Opportunity to Vote; Flesch Reading Ease Score; Mailing

Sec. 4. The notice described in section 3 of this chapter:
(1) must achieve a minimum score of forty (40) on the Flesch reading ease test or an equivalent score on a comparable test approved by the commissioner;
(2) shall be mailed, or provided by some other method or methods as may be approved by the commissioner, not less than thirty (30) days before the date of the meeting of members to vote on the plan of conversion and amendment to the articles of incorporation; and
(3) may be combined with any other notices, materials, or information.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 5. Voting on the Plan by Members › 27-15-5-5. Members Entitled to Vote

Sec. 5. (a) Only members of the converting mutual as of both:
(1) the date the converting mutual's board of directors adopted the resolution proposing the plan of conversion and the amendment to the articles of incorporation; and
(2) the record date for the members' meeting established by the board of directors;
are entitled to vote on the proposed plan of conversion and the amendment to the articles of incorporation of the converting mutual.
(b) Each member is entitled to cast only one (1) vote, irrespective of the number or value of policies held, unless the converting mutual's articles of incorporation provide otherwise.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 5. Voting on the Plan by Members › 27-15-5-6. Proxy Voting

Sec. 6. Notwithstanding IC 27-1-7-9, a member may vote by proxy only if:
(1) the proxy was solicited and obtained from the member for the express purpose of voting on the plan of conversion and the amendment to the articles of incorporation; and
(2) the proxy solicitation materials were provided to and approved by the commissioner before they were mailed or provided to the member.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 5. Voting on the Plan by Members › 27-15-5-7. Vote Required for Approval

Sec. 7. The proposed plan of conversion and amendment to the converting mutual's articles of incorporation shall be approved by the members upon receiving the affirmative votes of:
(1) at least two-thirds (2/3) of the members voting at the meeting; and
(2) if the plan provides for different classes, categories, or groups of eligible members to receive different forms of consideration, other than as permitted by IC 27-15-8-4(b)(2) or IC 27-15-12, at least two-thirds (2/3) of the members voting at the meeting who would receive each different form of consideration, voting as a class.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 6. Implementation of Approved Plan of Conversion › 27-15-6-1. Consummation of Plan

Sec. 1. After the proposed plan of conversion and amendment to the converting mutual's articles of incorporation are approved by the commissioner and approved by the members under this article, the converting mutual may proceed to consummate the plan and comply with IC 27-1-8.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 6. Implementation of Approved Plan of Conversion › 27-15-6-2. Effective Date

Sec. 2. The plan of conversion and the amendment to the articles of incorporation of the converting mutual become effective upon the date and time of return of the articles of amendment by the secretary of state as provided in IC 27-1-8-8, unless a later date and time are specified in the articles of amendment, in which event the plan of conversion and amendment become effective and take place at the later date and time.
As added by P.L.94-1999, SEC.3. Amended by P.L.208-2018, SEC.33.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 6. Implementation of Approved Plan of Conversion › 27-15-6-3. Effect of Plan and Amendment

Sec. 3. When the plan of conversion and the amendment to the articles of incorporation of the converting mutual become effective:
(1) the converting mutual shall:
(A) be converted from a domestic mutual insurance company to a domestic stock insurance company; and
(B) have all the rights, privileges, immunities, and powers and be subject to all the duties and liabilities of a stock insurance company existing under this title;
(2) the membership interests of every member and policyholder of the converting mutual are extinguished and cease; and
(3) the rights of every member and policyholder of the converting mutual under any contract of insurance continue in force under the terms of the contract, including rights, if any, to policyholder dividends.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 6. Implementation of Approved Plan of Conversion › 27-15-6-4. Continuation of Former Mutual

Sec. 4. The former mutual shall be a continuation of the original converting mutual in all of the following respects:
(1) The former mutual shall be recognized as an insurance company formed under the laws of this state as of the date of the company's original organization.
(2) The conversion does not in any way annul, modify, or change any of the original converting mutual's existing suits, claims, demands, rights, contracts, or other assets, or absolute or contingent liabilities.
(3) The former mutual shall be vested in all of the rights, franchises, and interests of the converting mutual in and to every species of property without any deed or transfer.
(4) The former mutual shall succeed to all the obligations and liabilities of the converting mutual and retain all rights and contracts existing before the effectiveness of the conversion.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 6. Implementation of Approved Plan of Conversion › 27-15-6-5. Compliance With Capital and Surplus Requirements

Sec. 5. The former mutual shall comply with the minimum capital and surplus requirements applicable to domestic stock insurance companies as though the former mutual was organized as a stock insurance company on its original date of organization.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 7. Confidential Records › 27-15-7-2. Purpose; Effect of Confidentiality

Sec. 2. Filings, information, and documents made with or provided to the commissioner under this article may include information that might be damaging to a converting mutual or its affiliates if made available to competitors. Subject to section 3 of this chapter, all documents containing trade secrets of a converting mutual or its affiliates and marked "confidential" by the converting mutual:
(1) are declared confidential for purposes of IC 5-14-3-4;
(2) are not subject to inspection and copying by the public under IC 5-14-3-3;
(3) may be disclosed by the commissioner to the department of insurance of another state if that department of insurance agrees to keep the information confidential; and
(4) may not be disclosed by the commissioner to any person other than a department of insurance under subdivision (3) without the written consent of the converting mutual.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 7. Confidential Records › 27-15-7-3. Disclosure of Confidential Information

Sec. 3. (a) Subject to subsection (c), the commissioner may disclose to any person all or part of any document marked "confidential" in the commissioner's possession as the result of being filed under this article if the following conditions are met:
(1) The commissioner must give written notice of the proposed disclosure to the converting mutual and any other person requesting disclosure.
(2) The converting mutual must be given an opportunity in private to respond to the proposed disclosure.
(3) The commissioner must give consideration to any legitimate interest in preserving trade secrets.
(4) The commissioner must determine that the eligible members or other policyholders have a compelling interest which would be served by disclosure.
(5) At least five (5) business days have elapsed from the converting mutual's receipt of written notice.
(b) The commissioner may disclose information under subsection (a) in a manner and subject to limitations as the commissioner considers appropriate.
(c) If:
(1) not more than six (6) business days have elapsed since the converting mutual received notice of a proposed disclosure; and
(2) the converting mutual has notified the commissioner that it or another interested party has filed an action seeking a protective order from a circuit or superior court to prevent or to limit disclosure;
the commissioner may not disclose the documents or copies of documents during the pendency of the action and any appeal or after any final court decision prohibiting disclosure.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 8. Distribution of Consideration to Members › 27-15-8-1. Forms of Consideration

Sec. 1. The consideration to be distributed to the eligible members shall be:
(1) cash;
(2) stock or other securities of the former mutual or of the parent company;
(3) additional paid up insurance or annuity benefits;
(4) any combination of the forms of consideration listed in this section; or
(5) other forms of consideration described in the plan of conversion and approved by the commissioner.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 8. Distribution of Consideration to Members › 27-15-8-2. Factors in Determination of Forms and Amount

Sec. 2. The amount and the form or forms of consideration to be distributed to a class, category, or group of eligible members may differ from the amount and form or forms of consideration to be distributed to another class, category, or group of eligible members. The choice of the amount and form or forms of consideration to be distributed to a class or category of eligible members may take into account such factors as the type of policies with respect to which the consideration is being distributed, the country or state of residence or tax status of the eligible members, the length of time the eligible members have been members of the converting mutual, or other appropriate factors or circumstances described in the plan of conversion.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 8. Distribution of Consideration to Members › 27-15-8-3. Delay in Distribution; Time Limitation

Sec. 3. Distribution of all or part of the consideration to some or all of the eligible members may be delayed, or restrictions on sale or transfer of any stock or other securities to be distributed to eligible members may be required, for a reasonable period of time following the effective date of the conversion. However, the period of time may not exceed six (6) months except as permitted under IC 27-15-12.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 8. Distribution of Consideration to Members › 27-15-8-4. Distribution of Initial Stock

Sec. 4. (a) A converting mutual using IC 27-15-2-2 or a converting mutual using a simple plan of conversion under IC 27-15-2-3 may satisfy the requirement to distribute the fair value of the converting company to the eligible members by providing for the distribution to the eligible members of all of the initial stock without the payment by or to the eligible members of any additional consideration.
(b) For purposes of this section, all of the initial issue of the only class of voting common stock of the former mutual or a parent company shall be considered distributed to the eligible members even if the plan of conversion or the application for approval provides for:
(1) the offer or sale, promptly following the effective date of the plan of conversion, to the public or to other persons of additional shares of the same class of voting common stock of the former mutual or a parent company at a price not less than the fair market value of that stock, with the proposed terms of the transaction disclosed to the commissioner in the application for approval;
(2) the distribution to or for the benefit of certain classes, categories, or groups of eligible members of cash, additional paid up insurance or annuity benefits, or other consideration in lieu of initial stock of the former mutual or a parent company, if:
(A) other consideration is required or appropriate as a result of tax considerations, the country or state of residence of the eligible members, the nominal value of the stock that those eligible members otherwise would be entitled to receive, or other factors or circumstances approved by the commissioner;
(B) the value of the other consideration to be distributed to those eligible members is substantially equal, as of the effective date of the conversion, to the value of the stock those eligible members otherwise would be entitled to receive;
(C) the eligible members who receive any consideration other than stock constitute not more than ten percent (10%) of the total number of eligible members; and
(D) the classes, categories, or groups of those eligible members, and the consideration they are to receive in lieu of stock, are described in the plan of conversion, with all additional material terms and conditions disclosed in the application for approval; or
(3) a delayed distribution of consideration that is approved under section 3 of this chapter or IC 27-15-12.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 9. Formula for Allocation of Consideration Among Members › 27-15-9-1. Value, Amount, or Proportion of Consideration Received

Sec. 1. The method or formula for allocating consideration among the eligible members shall provide for each eligible member to receive:
(1) a fixed value, amount, or proportion of consideration;
(2) a variable value, amount, or proportion of consideration; or
(3) a combination of fixed and variable values, amounts, or proportions of consideration.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 9. Formula for Allocation of Consideration Among Members › 27-15-9-2. Applicable Actuarial Principles

Sec. 2. Any method used or formula developed for the fair and equitable allocation of stock among eligible members under this article must utilize generally accepted actuarial principles.
As added by P.L.94-1999, SEC.3.
2023 Indiana Code › Title 27. Insurance › Article 15. Demutualization of Mutual Insurance Companies › Chapter 10. Dividend Preservation › 27-15-10-1. Purpose of Provisions; Prohibitions

Sec. 1. (a) The sole purpose of any dividend preservation provision shall be to provide for reasonable policyholder dividend expectations on policies that provide for the distribution of policy dividends.
(b) No dividend preservation provision in a plan under this article shall be permitted:
(1) to be a substitute for the distribution of consideration to eligible members upon extinguishing their membership interests as required by this article; or
(2) to diminish any contractual rights to a dividend that a member or policyholder may have.
As added by P.L.94-1999, SEC.3.