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2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.100 - Information to stockholders and regulation of proxies: Solicitation and form of proxies.

1. No person shall solicit a proxy, consent or authorization in respect of any stock or other voting security of such an insurer unless he or she furnishes the person so solicited with written information reasonably adequate as to:
(a) The material matters in regard to which the powers so solicited are proposed to be used; and
(b) The person or persons on whose behalf the solicitation is made, and the interest of such person or persons in relation to such matters.
2. No person shall so furnish to another information which the informer knows or has reason to believe is false or misleading as to any material fact, or which fails to state any material fact reasonably necessary to prevent any other statement made from being misleading.
3. The form of all such proxies shall:
(a) Conspicuously state on whose behalf the proxy is solicited;
(b) Provide for dating the proxy;
(c) Impartially identify each matter or group of related matters intended to be acted upon;
(d) Provide means for the principal to instruct the vote of the shares of the principal as to approval or disapproval of each matter or group, other than election to office; and
(e) Be legibly printed, with context suitably organized,
but a proxy may confer discretionary authority as to matters as to which a choice is not specified pursuant to paragraph (d), if the form conspicuously states how it is intended to vote the proxy or authorization in each such case, and may confer discretionary authority as to other matters which may come before the meeting but unknown for a reasonable time prior to the solicitation by the persons on whose behalf the solicitation is made.
4. No proxy shall confer authority to:
(a) Vote for the election of any person to any office for which a bona fide nominee is not named in the proxy statement; or
(b) Vote in any annual meeting (or adjournment thereof) other than the annual meeting next following the date on which the proxy statement and form were furnished stockholders.
5. Any proxy, consent or authorization obtained in violation of, or which violates, this section or the lawful rules and regulations of the Commissioner relating thereto is void.
(Added to NRS by 1971, 1800)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.110 - Management and agency contracts; regulations.

1. After January 1, 1972, a domestic insurer shall not make any contract whereby any person is granted or is to enjoy in fact the management of the insurer to the material exclusion of its board of directors or to have the controlling or preemptive right to produce substantially all insurance business for the insurer, or, if an officer, director or otherwise part of the insurer’s management, is to receive any commission, bonus or compensation based upon the volume of the insurer’s business or transactions, unless the contract is filed with and not disapproved by the Commissioner. The contract must become effective in accordance with its terms unless disapproved by the Commissioner within 20 days after the date of filing, subject to such reasonable extension of time as the Commissioner may require by notice given within such 20 days. Any disapproval must be delivered to the insurer in writing stating the grounds therefor.
2. Any such contract must provide that any such manager, producer of its business or contract holder 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 the previous calendar year, with specification of 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.
3. The Commissioner shall disapprove any such contract if the Commissioner finds that it:
(a) Subjects the insurer to excessive charges;
(b) Is to extend for an unreasonable length of time;
(c) Does not contain fair and adequate standards of performance; or
(d) Contains other inequitable provision or provisions which impair the proper interests of stockholders or members of the insurer.
4. The Commissioner may, after a hearing held thereon, disapprove any such contract theretofore permitted to become effective, if the Commissioner finds that the contract should be disapproved on any of the grounds specified in subsection 3.
5. This section does not apply to contracts entered into before January 1, 1972, or to extensions or amendments of such contracts.
6. The Commissioner may adopt regulations governing the management and agency contracts of insurers.
(Added to NRS by 1971, 1801; A 1995, 1777)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.120 - Prohibited pecuniary interest of officers; regulations.

1. Any officer or director, or any member of any committee or an employee of a domestic insurer, having the duty or power of investing or handling the insurer’s funds, shall not:
(a) Deposit or invest such funds except in the insurer’s name;
(b) Borrow the fund of the insurer, or be pecuniarily interested in any loan, pledge, deposit, security, investment, sale, purchase, exchange, reinsurance or other similar transaction or property of the insurer except as a stockholder, member, employee or director, unless the transaction is authorized or approved by the insurer’s board of directors, with the knowledge and recording of such pecuniary interest, by an affirmative vote of not less than two-thirds of the directors; and
(c) Take or receive to his or her own use any fee, brokerage, commission, gift or other similar consideration for or on account of any such transaction made by or on behalf of the insurer.
2. No insurer shall guarantee the financial obligation of any of its officers or directors.
3. This section does not prohibit:
(a) Such a director, officer, member of a committee or employee from becoming a policyholder of the insurer and enjoying the usual rights of a policyholder or from participating as beneficiary in any pension trust, deferred compensation plan, profit-sharing plan, stock option plan or similar plan authorized by the insurer and to which he or she may be eligible; or
(b) Any director or member of a committee from receiving a reasonable fee for lawful services actually rendered to the insurer.
4. The Commissioner may, by regulation from time to time, define and permit additional exceptions to the prohibitions contained in subsection 1 solely to enable payment of reasonable compensation to a director who is not otherwise an officer or employee of the insurer, or to a corporation or firm in which a director is interested, for necessary services performed or sales or purchases made to or for the insurer in the ordinary course of the insurer’s business and in the usual private, professional or business capacity of such director, corporation or firm.
(Added to NRS by 1971, 1802)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.130 - Liability of officers and others for paying taxes, licenses and fees.

No director, trustee, officer or agent of any insurer shall be subject to personal liability by reason of any payment or any determination not to contest or seek recovery of any payment made subsequent to June 4, 1944, by or on behalf of such insurer on account of any tax, license, fee, deposit or other charge paid pursuant to the terms of any statute, law or ordinance of this or any other state, county, city or taxing authority, unless prior to such payment or determination such statute, law or ordinance has been expressly held invalid by the state court having final appellate jurisdiction in the premises or by the Supreme Court of the United States.
(Added to NRS by 1971, 1803)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.140 - Dividends to stockholders.

1. A domestic stock insurer shall not pay any cash dividend to stockholders except out of that part of its available and accumulated surplus money otherwise unrestricted and derived from realized net operating profits and realized and unrealized capital gains.
2. A stock dividend may be paid out of any available surplus. Upon payment of such a dividend the insurer shall transfer to its paid-in capital stock accounts money equal to the aggregate of the par values of the shares so distributed.
3. A domestic stock insurer may declare and distribute a dividend otherwise prohibited by this section if:
(a) Following the payment of the dividend, the insurer’s surplus as regards policyholders is reasonable in relation to its outstanding liabilities and adequate to its financial needs, as determined pursuant to NRS 692C.370; and
(b) The Commissioner approves the dividend before its payment.
(Added to NRS by 1971, 1803; A 1995, 1778)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.150 - Participating policies.

1. If provided for in its articles of incorporation or charter, a stock insurer or mutual insurer may:
(a) Issue any or all of its policies or contracts with or without participation in profits, savings, unabsorbed portions of premiums or surplus;
(b) Classify policies issued and perils insured on a participating and nonparticipating basis; and
(c) Determine the right to participate and the extent of participation of any class or classes of policies.
Any such classification or determination shall be reasonable, and shall not unfairly discriminate as between policies so classified.
2. A life insurer may issue both participating and nonparticipating policies or contracts if the right or absence of the right to participate is reasonably related to the premium charged.
3. After the first policy year, no dividend, otherwise earned, shall be made contingent upon the payment of the renewal premium on any policy or contract; but a participating life or health insurance policy providing for participation at the end of the first or second policy year or the first and second policy year may provide that such dividend or dividends will be paid subject to payment of the premium for the next ensuing year.
(Added to NRS by 1971, 1803)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.160 - Dividends to policyholders.

1. 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 the surplus required by law to be maintained by the insurer.
2. Subject to NRS 688A.380 (participating, nonparticipating policies; accounting, allocations, dividends), a domestic stock insurer may pay dividends to holders of its participating policies out of its available surplus.
3. No such dividend shall be paid which is inequitable, or which unfairly discriminates between classifications of policies or policies within the same classification.
(Added to NRS by 1971, 1804)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.170 - Purchase of own shares by stock insurer.

A domestic insurer shall have the right to purchase or acquire shares of its own stock only as follows:
1. For elimination of fractional shares.
2. Incidental to the enforcement of rights of the insurer with respect to lawful transactions previously entered into in good faith for purposes other than the acquisition of such shares.
3. For the purposes of a general savings and investment plan for employees of the insurer.
4. For mutualization of the insurer, as provided in NRS 693A.290.
5. For purposes as stated under a plan for such acquisition submitted to and approved in writing by the Commissioner. The Commissioner shall not approve a plan unless found by the Commissioner to be for proper purposes, to be reasonable, fair and equitable as to the remaining stockholders of the insurer, and not materially adverse to the protection of the insurer’s policyholders.
6. As the result of a gift or bequest of the shares to the insurer.
7. By call for redemption and cancellation of a callable class of stock in accordance with provisions of the insurer’s articles of incorporation.
(Added to NRS by 1971, 1804)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.180 - Borrowing.

1. A domestic stock or mutual insurer may without pledge of assets borrow money to defray expenses of its organization, provide surplus funds or for any purpose of its business, upon a written agreement that such money is required to be repaid only out of the insurer’s surplus in excess of that stipulated in such agreement. The agreement may provide for interest not exceeding 6 percent per annum, which interest shall or shall not constitute a liability of the insurer as to its funds other than such excess of surplus, as stipulated in the agreement. No commission or promotion expense shall be paid in connection with any such loan, except that if a public offering and sale is made of the loan securities the insurer may pay the reasonable costs thereof approved by the Commissioner.
2. Money so borrowed, together with the interest thereon if so stipulated in the agreement, shall not form a part of the insurer’s legal liabilities except as to its surplus in excess of the amount thereof stipulated in the agreement, or be the basis of any setoff; but until repaid, financial statements filed or published by the insurer shall show as a footnote thereto the amount thereof then unpaid together with any interest thereon accrued but unpaid.
3. Any such loan shall be subject to the Commissioner’s approval. The insurer shall, in advance of the loan, file with the Commissioner a statement of the purpose of the loan and a copy of the proposed loan agreement. The loan and agreement shall be deemed approved unless within 15 days after the date of such filing the insurer is notified of the Commissioner’s disapproval and the reasons therefor. The Commissioner shall disapprove any proposed loan or agreement if the Commissioner finds the loan is unnecessary or excessive for the purpose intended, or that the terms of the loan agreement are not fair and equitable to the parties and to other similar lenders, if any, to the insurer, or that the information so filed by the insurer is inadequate.
4. Any such loan to a mutual insurer or substantial portion thereof shall be repaid by the insurer when no longer reasonably necessary for the purpose originally intended. No repayment of such a loan shall be made by a mutual insurer unless approved in advance by the Commissioner.
5. This section does not apply to other kinds of loans obtained by the insurer in the ordinary course of business, or to loans secured by a pledge or mortgage of assets.
(Added to NRS by 1971, 1805)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.190 - Mutual insurers: Additional kinds of insurance.

A domestic mutual insurer after being authorized to transact one kind of insurance may be authorized to transact such additional kinds of insurance as are permitted under NRS 680A.120, if otherwise complying with this Code and maintaining unimpaired surplus funds in an amount not less than the amount of paid-in capital stock and surplus required to be maintained by a domestic stock insurer transacting like kinds of insurance. When first so authorized to transact an additional kind of insurance, the domestic mutual insurer shall be subject to the additional expendable surplus requirements of NRS 680A.120 applicable to a stock insurer.
(Added to NRS by 1971, 1805)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.200 - Mutual insurers: Membership.

1. Each policyholder of a domestic mutual insurer, other than a policyholder of a reinsurance contract, is a member of the insurer during the period of the insurance with all the rights and obligations of such membership, and the policy shall so specify.
2. Any person, government or governmental agency or institution, estate, trustee or fiduciary may be a member of a mutual insurer.
(Added to NRS by 1971, 1806)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.210 - Mutual insurers: Bylaws.

Every domestic mutual insurer shall promptly file with the Commissioner a copy, certified by the insurer’s secretary, of its bylaws and of every modification thereof or addition thereto. The bylaws and modifications thereof shall be subject to the Commissioner’s approval. The Commissioner shall not disapprove any such bylaw or modification unless found by the Commissioner, after a hearing held thereon, to be unlawful, unreasonable, inadequate, unfair or injurious to the proper interests or protection of the insurer’s members or any class thereof. The insurer shall not, after receiving written notice of such disapproval and during the existence thereof, effectuate any bylaw provision so disapproved.
(Added to NRS by 1971, 1806)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.220 - Mutual insurers: Contingent liability of members.

1. Except as otherwise provided in NRS 693A.250 with respect to nonassessable policies, each member of a domestic mutual insurer shall have a contingent liability, pro rata and not one for another, for the discharge of its obligations incurred while such member was a policyholder of the insurer, which contingent liability shall be in such maximum amount, not less than one nor more than six times the premium for the member’s policy at the annual premium rate, as shall be specified in the insurer’s articles of incorporation.
2. Every policy issued by the insurer shall contain a statement of the contingent liability.
3. Termination of the policy of any such member shall not relieve the member of contingent liability for the member’s proportion of the obligations of the insurer which accrued while the policy was in force.
4. Unrealized contingent liability of members does not constitute an asset of the insurer in any determination of its financial condition.
(Added to NRS by 1971, 1806)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.230 - Mutual insurers: Levy of contingent liability.

1. If at any time the assets of a domestic mutual insurer are less than its liabilities and the minimum amount of surplus required to be maintained by it under this Code for authority to transact the kinds of insurance being transacted, and the deficiency is not cured from other sources, its directors may, if the same is approved by the Commissioner as being reasonable and in the best interests of the insurer and its members, levy an assessment only on its members who held policies providing for contingent liability at any time within the 12 months next preceding the date the levy was authorized by the board of directors, and such members shall be liable to the insurer for the amount so assessed.
2. The levy of assessment shall be for such an amount as is required to cure such deficiency and to provide a reasonable amount of working funds above such minimum amount of surplus, but such working funds so provided shall not exceed 5 percent of the sum of the insurer’s liabilities and such minimum required surplus as of the date of the levy.
3. As to the respective policies subject to the levy, the assessment shall be computed upon the basis of the premium earned during the period covered by the levy.
4. No member shall have an offset against any assessment for which the member is liable, on account of any claim for unearned premium or loss payable.
5. As to life insurance, any part of such an assessment upon a member which remains unpaid following a notice of assessment, demand for payment and lapse of a reasonable waiting period as specified in such notice may, if approved by the Commissioner as being in the best interests of the insurer and its members, be secured by placing a lien upon the cash surrender values and accumulated dividends held or to be held by the insurer to the credit of the member’s policy.
(Added to NRS by 1971, 1806)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.240 - Mutual insurers: Enforcement of contingent liability.

1. The insurer shall notify each member of the amount of the assessment to be paid by written notice mailed to the address of the member last of record with the insurer. Failure of the member to receive the notice so mailed, within the time specified therein for the payment of the assessment or at all, shall be no defense in any action to collect the assessment.
2. If a member fails to pay the assessment within the period specified in the notice, which period shall not be less than 20 days after mailing, the insurer may institute suit to collect the same.
(Added to NRS by 1971, 1807)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.250 - Mutual insurers: Nonassessable policies; revocation of authority.

1. A domestic mutual insurer, by depositing through the Commissioner and thereafter maintaining unimpaired surplus funds not less in amount than the minimum paid-in capital stock and surplus required of a domestic stock insurer for authority to transact the same kind or kinds of insurance, may, upon receipt of the Commissioner’s order so authorizing, extinguish the contingent liability to assessment of its members as to all its policies in force and, so long as such surplus and deposit are maintained, may omit provisions imposing contingent liability in all policies currently issued. Any deposit of the insurer made through the Commissioner as a prerequisite to its certificate of authority may be included as part of the deposit required under this section.
2. 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.
3. The Commissioner shall revoke the authority of a domestic mutual insurer to issue policies without contingent liability if:
(a) The insurer’s assets are less than the sum of its liabilities and the surplus required for such authority and such deficiency is not cured within 30 days after written notice thereof to the insurer by the Commissioner; or
(b) The insurer, by resolution of its board of directors approved by a majority of its members, requests that the authority be revoked.
4. During the absence of such authority the insurer shall not issue any policy without providing therein for the contingent liability of the policyholder, or renew any policy which is then in force without endorsing the same to provide for such contingent liability.
5. A foreign mutual insurer may issue nonassessable policies to its members in this state as authorized by its charter and the laws of the state or country of its domicile, if the requirements for issuance of such policies are substantially equal to or higher than those applicable to domestic insurers under this Code.
(Added to NRS by 1971, 1807)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.260 - Impairment of capital, surplus or assets: Notice; time to cure; restrictions.

1. If at any time the amount of assets of a domestic stock or mutual insurer are less than the sum of its liabilities plus its paid-in capital stock and minimum surplus required to be maintained (in the case of a stock insurer), or the minimum surplus required to be maintained (in the case of a mutual insurer), under this Code for authority to transact the kinds of insurance being transacted, the Commissioner shall at once determine the amount of the deficiency and give written notice to the insurer of the amount of impairment and require that the impairment be cured and proof thereof filed with the Commissioner within such period, not less than 30 days nor more than 90 days from date of the notice, as the Commissioner may designate.
2. If the impairment of assets is 10 percent or less of the combined required paid-in capital stock and surplus (as to a stock insurer) or surplus (as to a mutual insurer), and the Commissioner believes that the impairment might be made good by an extension of time, the Commissioner may extend the time within which the impairment may be cured by not to exceed an additional 90 days.
3. The Commissioner shall require such restriction of, or arrangements as to, operations of the insurer while the impairment exists as the Commissioner deems advisable for the protection of policyholders, the insurer or the public.
(Added to NRS by 1971, 1808)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.270 - Impairment of capital, surplus or assets: Curing deficiency; failure to cure.

1. A deficiency referred to in NRS 693A.260 may be made good in whole or in part in cash or in assets eligible under chapter 682A of NRS (investments) for investment of the insurer’s funds, or by amendment of the insurer’s certificate of authority to cover only such kind or kinds of insurance thereafter for which the insurer has sufficient paid-in capital stock and surplus (if a stock insurer) or surplus (if a mutual insurer) under this Code, or, if a stock insurer, by reduction of its capital stock to an amount of authorized and unimpaired paid-in capital stock not below the minimum thereof required for the kinds of insurance thereafter to be transacted.
2. If the deficiency is not made good and proof thereof filed with the Commissioner within the period required under NRS 693A.260, the insurer shall be deemed insolvent and the Commissioner shall institute delinquency proceedings against it under chapter 696B of NRS.
(Added to NRS by 1971, 1809)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.280 - Impairment of capital, surplus or assets: Violation of restrictions or requirements; penalty.

If, while any such deficiency exists any officer, director, representative or employee of the insurer knowingly violates or fails to comply with any restriction or requirement placed upon the insurer and its operation by the Commissioner pursuant to NRS 693A.260, he or she shall be punished by a fine of not less than $500 nor more than $5,000 for each offense.
(Added to NRS by 1971, 1809)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.290 - Mutualization of stock insurer.

1. A stock insurer other than a title insurer may become a mutual insurer under such plan and procedure as may be approved by the Commissioner after a hearing thereon.
2. The Commissioner shall not approve any such plan, procedure or mutualization unless:
(a) It is equitable to stockholders and policyholders;
(b) It is subject to approval by the holders of not less than two-thirds of the insurer’s outstanding capital stock having voting rights, and by not less than two-thirds of the insurer’s policyholders who vote on the plan in person, by proxy or by mail pursuant to such notice and procedure as may be approved by the Commissioner;
(c) If a life insurer, the right to vote thereon is limited to holders of policies other than term or group policies, whose policies have been in force for more than 1 year;
(d) Mutualization will result in retirement of shares of the insurer’s capital stock at a price not in excess of the fair market value thereof as determined under a fair and reasonable formula approved by the Commissioner or, if so ordered, by an examination of the insurer and all of its controlled affiliates or by an appraisal committee, consisting of at least three qualified persons, to be appointed by the Commissioner;
(e) The plan provides for the purchase of the shares of any nonconsenting stockholder in the same manner and subject to the same applicable conditions as provided by the general corporation law of the state as to rights of nonconsenting stockholders, with respect to consolidation or merger of private corporations;
(f) The plan provides for definite conditions to be fulfilled by a designated early date upon which such mutualization will become effective; and
(g) The mutualization leaves the insurer with a surplus reasonably adequate for the security of its policyholders and to enable it to continue successfully in business in the states in which it is then authorized to transact insurance, and for the kinds of insurance included in its certificates of authority in such states.
3. No director, officer, agent or employee of the insurer, or any other person, may receive any fee, commission or other valuable consideration whatsoever, other than his or her customary salary or other regular compensation, for in any manner aiding, promoting or assisting in the mutualization, except as set forth in the plan of mutualization as approved by the Commissioner.
4. This section does not apply to mutualization under an order of court pursuant to rehabilitation or reorganization of an insurer under chapter 696B of NRS.
(Added to NRS by 1971, 1809; A 2001, 2247)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.300 - Conversion to ordinary business corporation.

1. A domestic stock insurer may convert to a Nevada ordinary business corporation through the following procedures:
(a) The insurer must give the Commissioner written notice of its intent to convert to an ordinary business corporation.
(b) The insurer must bulk reinsure all of its insurance in force, if any, with another authorized insurer under a bulk reinsurance agreement approved by the Commissioner as provided in NRS 693A.370. The agreement of bulk reinsurance may be made contingent upon approval of the stockholders as provided in paragraph (d).
(c) The insurer must set aside in a special reserve funds in such amount and subject to such administration as may be found by the Commissioner to be adequate and reasonable for the purpose, for payment of all obligations, if any, of the insurer incurred by it under its insurance contracts prior to the effective date of such bulk reinsurance, and remaining unpaid, or make other reasonable disposition satisfactory to the Commissioner for such payment.
(d) The proposed conversion must be approved by an affirmative vote of not less than two-thirds of each class of the outstanding securities of the insurer having voting rights, at a special meeting of holders of such securities called for the purpose, and at such meeting and by a like vote the articles of incorporation of the corporation must be amended to remove therefrom the power to transact an insurance business as an insurer and to provide for such new powers and purposes as may be consistent with the purposes for which the corporation is thereafter to exist.
(e) Security holders of the corporation who dissent from such proposed conversion shall have the same applicable rights as exist under the general corporation laws of this state with respect to a dissent from a proposed merger of the corporation.
(f) Upon compliance with paragraphs (a) to (d), inclusive, and upon filing of the amendment of the articles of incorporation as required by law, the conversion shall thereupon become effective.
2. An insurer which has once converted to an ordinary business corporation shall not have the power thereafter to convert to an insurer.
(Added to NRS by 1971, 1810)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.310 - Affiliation of stock insurers.

1. A domestic stock insurer shall not acquire a controlling interest in the shares of another stock insurer by an exchange of securities or partly in exchange for securities and partly for cash or property, unless the insurer has first submitted the plan for such acquisition and exchange to the Commissioner and the Commissioner has approved the same.
2. The Commissioner shall not so approve unless the Commissioner finds the plan for such acquisition and the terms and conditions thereof to be fair and equitable to all parties concerned therein, after a hearing at which all persons to whom it is proposed to issue securities in such exchange shall have the right to appear.
3. Notice and conduct of such hearing shall be as provided in NRS 679B.310 to 679B.370, inclusive.
(Added to NRS by 1971, 1811)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.330 - Merger or consolidation of stock insurers.

1. Subject to subsections 2 and 3, a domestic stock insurer may merge or consolidate with one or more domestic or foreign stock insurers, by complying with the applicable provisions of the statutes of this state governing the merger or consolidation of stock corporations formed for profit. A domestic stock insurer shall not merge or consolidate with any corporation not formed for the purpose of transacting insurance as an insurer.
2. No such merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the Commissioner and approved in writing by the Commissioner after a hearing thereon after notice to the stockholders of each insurer involved. The Commissioner shall give such approval within a reasonable time after such filing unless the Commissioner finds such plan or agreement:
(a) Is contrary to law;
(b) Unfair or inequitable to the stockholders of any insurer involved;
(c) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state or elsewhere;
(d) Would materially tend to lessen competition in the insurance business in this state or elsewhere as to the kinds of insurance involved, or would materially tend to create a monopoly as to such business; or
(e) Is subject to other material and reasonable objections.
3. No director, officer, agent or employee of any insurer party to such merger or consolidation shall receive any fee, commission, special compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting therein except as set forth in such plan or agreement.
4. If the Commissioner does not approve any such plan or agreement, the Commissioner shall so notify the insurer in writing specifying the reasons therefor.
(Added to NRS by 1971, 1812)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.340 - Preservation of original charter in merger or consolidation.

1. In any merger or consolidation of a foreign stock or mutual insurer into or with a domestic insurer under NRS 693A.330 or 693A.350, and if so provided in accordance with this section, the continuing Nevada corporation shall for all purposes be deemed to be a continuation of the corporate existence of the foreign corporation, with Nevada as the adoptive state of domicile and with date of corporate origin the same as the original date of incorporation of the foreign insurer in its original domiciliary state or country, subject to the following conditions:
(a) The plan and agreement for merger or consolidation shall provide for such continuation of corporate existence through designation of Nevada as the state of domicile of the foreign corporation by adoption, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the Nevada corporation pursuant to this section.
(b) The articles of incorporation of the Nevada corporation shall provide, or be amended to provide, that the corporation is a continuance of the corporate existence, through adoption of the State of Nevada as the corporate domicile, of the foreign corporation, and shall specify the original date of incorporation of the foreign corporation in its original domiciliary state or country as being the date of incorporation of the Nevada corporation pursuant to this section.
2. The continuing Nevada corporation shall have all the rights and obligations of, and be given recognition in all respects as, a corporation formed under the laws of this state as of the date of incorporation of the foreign corporation in its original domiciliary state or country. This provision shall not be deemed to impose upon the continuing Nevada corporation any liability or obligation with respect to filings, fees, taxes or otherwise which might have accrued prior to the effective date of the merger or consolidation.
3. This section shall not be deemed in any manner to preserve, after the effective date of such merger or consolidation, the corporate existence of such foreign corporation as a corporation of its original domiciliary state or country.
(Added to NRS by 1971, 1812)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.350 - Merger or consolidation of mutual insurers.

1. A domestic mutual insurer shall not merge or consolidate with a stock insurer.
2. Except as provided in this section, a domestic mutual insurer may merge or consolidate with another mutual insurer under the applicable procedures prescribed by the laws of this State governing ordinary business corporations.
3. If the insurer is then unimpaired, the plan and agreement for merger or consolidation must be submitted to and approved by at least two-thirds of the members of each mutual insurer voting thereon at meetings called for the purpose pursuant to reasonable notice and procedure. The plan and agreement may provide for giving that notice to members by publishing the notice once a week for 2 successive weeks in any two of the four cities of greatest population in each state in which the insurer is authorized, or by depositing the notice in the United States mail, postage prepaid, addressed to the member at his or her address last of record with the insurer, or by personal delivery. For a life insurer, the right to vote may be limited to members whose policies are other than term and group policies, and have been in effect for more than 1 year.
4. No such merger or consolidation may be effectuated unless in advance thereof the plan and agreement therefor have been filed with the Commissioner and approved by the Commissioner in writing. If the insurer is not then impaired the Commissioner shall not act upon the plan and agreement until after a hearing thereon. The Commissioner shall give approval within a reasonable time after the filing unless the Commissioner finds the plan or agreement:
(a) Inequitable to the policyholders of any domestic insurer involved;
(b) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this State and elsewhere;
(c) Would materially tend to lessen competition in the insurance business in this State or elsewhere as to the kinds of insurance involved, or would materially tend to create any monopoly as to that business; or
(d) Is subject to other material and reasonable objections.
5. If the Commissioner does not approve the plan or agreement the Commissioner shall so notify the insurers in writing specifying the reasons therefor.
6. No director, officer, agent or employee of any insurer party to such merger or consolidation, or any other person, shall receive any fee, commission or other special valuable consideration whatsoever for in any manner aiding, promoting or assisting therein except as set forth in the plan and agreement approved by the Commissioner.
(Added to NRS by 1971, 1813; A 1979, 557)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.365 - Assumption of reinsurance: Limitations; application of provisions.

1. A domestic property or casualty insurer with less than $3,000,000 in surplus as regards policyholders shall not, without the written approval of the Commissioner, assume reinsurance on any risk that it otherwise is permitted to assume, except if the reinsurance is required by law or regulation.
2. The provisions of this section are applicable to a contract of reinsurance executed or renewed on or after October 1, 1991.
3. The provisions of this section do not invalidate any reinsurance contract between the parties to the contract.
(Added to NRS by 1991, 2034)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.370 - Bulk reinsurance: Limitation; approval by Commissioner and members.

1. A domestic insurer shall not reinsure with another insurer all or substantially all of its business in force, or of a major class thereof, or during a period of 6 consecutive months reinsure with another insurer over 20 percent of its insurance in force exclusive of individual risks currently reinsured in the ordinary course of business, except under an agreement of bulk reinsurance and in compliance with this section. No such agreement may become effective unless filed with the Commissioner and approved by the Commissioner in writing.
2. The Commissioner shall approve the agreement within a reasonable time after filing if the Commissioner finds that:
(a) The plan and agreement are fair and equitable to each insurer and to the policyholders involved;
(b) The reinsurance, if effectuated, would not substantially reduce the protection or service to the policyholders of any domestic insurer involved;
(c) The agreement embodies adequate provisions by which the reinsuring insurer becomes liable to the original insureds for any loss or damage occurring under the policies reinsured in accordance with the original terms of those policies;
(d) The assuming reinsurer is authorized to transact that insurance in this State, or is qualified for that authorization and will appoint the Commissioner and the successors of the Commissioner as its irrevocable attorney for service of process, so long as any policy so reinsured or claim thereunder remains in force or outstanding;
(e) The reinsurance would not materially tend to lessen competition in the insurance business in this State or elsewhere as to the kinds of insurance involved, and would not materially tend to create any monopoly as to that business; and
(f) The proposed bulk reinsurance is free of other reasonable objections.
3. If the Commissioner does not so approve the Commissioner shall forthwith notify each insurer involved in writing, specifying the reasons therefor.
4. If for reinsurance of all or substantially all of the business in force of a mutual insurer at a time when the insurer’s surplus is not impaired, the plan and agreement for reinsurance must be approved by a vote of not less than two-thirds of the mutual insurer’s members voting thereon at a meeting of members called for the purpose, pursuant to such reasonable notice and procedure as is provided for in the agreement. The agreement may provide for giving notice to members of a mutual insurer by publishing the notice once a week for 2 successive weeks in any two of the four cities of greatest population in each state in which the insurer is authorized, or by depositing the notice in the United States mail, postage prepaid, addressed to the member at his or her address last of record with the insurer, or by personal delivery. For a life insurer, the right to vote may be limited to members whose policies are other than term or group policies, and have been in effect for more than 1 year.
(Added to NRS by 1971, 1816; A 1979, 558)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.380 - Bulk reinsurance: Certificate of fees and commissions; restrictions upon payment; penalty.

1. At the time of filing the agreement of bulk reinsurance with the Commissioner as provided in NRS 693A.370, the parties shall also file with the Commissioner a certificate or certificates under oath of a principal officer of each insurer involved, as to fees, commissions and other valuable considerations paid or to be paid to any person directly or indirectly in connection with the agreement or the proposed bulk reinsurance. This subsection does not apply to fees of attorneys, accountants, actuaries and other independently contracting persons rendering similar technical services in connection with the bulk reinsurance, or to regular salaried compensation received or to be received by employees in the ordinary course of business.
2. No director or officer of any insurer party to such bulk reinsurance shall, except as fully expressed in the bulk reinsurance agreement, receive any fee, commission or other special or valuable consideration whatever, directly or indirectly, for in any manner aiding, promoting or assisting in the negotiation or effectuation of such reinsurance.
3. Any person violating the provisions of subsection 2 is guilty of a gross misdemeanor.
(Added to NRS by 1971, 1817)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.390 - Member’s share of assets on liquidation.

1. Upon any liquidation of a domestic mutual insurer, its assets remaining after discharge of its indebtedness, policy obligations, repayment of contributed or borrowed surplus, if any, and expenses of administration shall be distributed to currently existing persons who had been members of the insurer for at least 1 year and who were its members at any time within 36 months next preceding the date such liquidation was authorized or ordered, or the date of the last termination of the insurer’s certificate of authority whichever date is the earlier; but if the Commissioner has reason to believe that those in charge of the management of the insurer have caused or encouraged the reduction of the number of members of the insurer in anticipation of liquidation and for the purpose of reducing thereby the number of persons who may be entitled to share in the distribution of the insurer’s assets, the Commissioner may enlarge the 36-month qualification period as the Commissioner may deem to be reasonable.
2. The insurer shall make a reasonable classification of its policies so held by such members, and a formula based upon such classification for determining the equitable distributive share of each such member. Such classification and formula shall be subject to the approval of the Commissioner.
(Added to NRS by 1971, 1817)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.400 - Definitions.

As used in NRS 693A.400 to 693A.540, inclusive, unless the context otherwise requires, the words and terms defined in NRS 693A.405 to 693A.430, inclusive, have the meanings ascribed to them in those sections.
(Added to NRS by 2001, 2232)
2023 Nevada Revised Statutes › Chapter 693A - Corporate Powers and Procedures of Domestic Stock and Mutual Insurers › NRS 693A.415 - "Converting mutual" defined.

"Converting mutual" means a domestic mutual insurance company or a mutual insurance holding company that has adopted a plan of conversion to a domestic stock insurance company pursuant to NRS 693A.400 to 693A.540, inclusive.
(Added to NRS by 2001, 2232)