reglab/statecodes huggingface dataset:
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.035 - Application for permit to organize insurer without capital stock.

Any one or more persons desiring to organize a domestic insurer without capital stock shall, as prospective organizers, first file an application with the Director of the Department of Consumer and Business Services for a permit to organize such an insurer. The provisions and requirements of ORS 732.025 shall govern such application; in addition, the application shall be accompanied by:
(1) A copy of each policy for which applications are proposed to be solicited, together with a copy of the proposed application form, and application literature to be used in such solicitation; and
(2) A schedule of premiums or premium rates proposed to be charged in connection with such insurance for which applications shall be solicited. [1967 c.359 §149]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.045 - Investigation of applications to organize insurers.

Upon receipt of an application for a permit to organize an insurer, the Director of the Department of Consumer and Business Services shall make such investigation of the facts and conditions as the director deems necessary, including the holding of a public hearing on the application if the director considers it desirable or if requested by the applicant. [1967 c.359 §150]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.055 - Approval or disapproval of application for permit.

(1) Within 90 days after the filing of the application for a permit to organize an insurer, the Director of the Department of Consumer and Business Services shall approve or disapprove the application.
(2) The 90-day period referred to in subsection (1) of this section may be extended by the director for an additional period not to exceed 30 days if the director gives written notice within such 90-day period to the applicant that the director needs such additional time.
(3) The director shall approve an application for a permit to organize an insurer only if the director finds that:
(a) The application is complete;
(b) The documents filed with the application are in proper form;
(c) The proposed financial structure is adequate;
(d) The character, reputation, financial responsibility and general fitness of the persons named in the application or otherwise found to be associated with or have an interest in the proposed insurer are such as to command the confidence of the public;
(e) The proposed directors are collectively competent to assume responsibility for the management and general policies and procedures of an insurer proposing to issue the class or classes of insurance specified;
(f) The proposed management, collectively, possesses the requisite general business ability and experience in the business of insurance of the class or classes specified in the application; and
(g) No fact is then known to the director which would prevent the proposed insurer from completing its organization and receiving a certificate of authority to transact insurance in this state. [1967 c.359 §151]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.065 - Reporting of changes in information in application.

Any changes in the information furnished in the application for a permit to organize an insurer shall be reported immediately to the Director of the Department of Consumer and Business Services by the persons to whom the permit was issued. [1967 c.359 §152]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.075 - Revoking or suspending permit to organize insurer.

After notice to the applicant stating the grounds therefor, the Director of the Department of Consumer and Business Services may revoke or suspend a permit to organize an insurer for any ground for which the issuance of the permit could be denied. [1967 c.359 §153]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.085 - Incorporators.

One or more natural persons of the age of 21 years or older or one or more financially responsible corporations may act as incorporators of a domestic insurer upon compliance with the provisions of the Insurance Code. [1967 c.359 §154]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.095 - Articles of incorporation.

(1) To the extent not otherwise inconsistent with the Insurance Code, the articles of incorporation of a domestic insurer shall conform to ORS 60.047 and, in addition, shall contain the purpose or purposes for which the insurer is organized and the class or classes of insurance or reinsurance to be made. It shall be sufficient to state, either alone or with other purposes, that the purpose of the insurer is to make insurance and reinsurance of all classes for which an insurer may be authorized under the Insurance Code. By such statement, all such classes shall be within the purposes of the insurer, except for express limitations in the articles, if any.
(2) The articles or other basic document of a mutual or reciprocal insurer shall include the qualifications and rights of members or subscribers of the insurer. [1967 c.359 §155; 1987 c.846 §4]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.105 - Filing articles of incorporation and surety bond, letter of credit or deposit.

The incorporators shall file with the Director of the Department of Consumer and Business Services within six months of the issuance of the organization permit under ORS 732.055:
(1) Duplicate originals of the articles of incorporation signed by all of the incorporators.
(2) A corporate surety bond payable to the director and the director’s successors, as trustee, in the sum of $25,000, or, in lieu thereof, a like amount in an irrevocable letter of credit issued by an insured institution as defined in ORS 706.008 or in approved securities or cash, conditioned upon the faithful accounting to the insurer upon completion of its organization and the receipt of its certificate of authority from the director, or to the shareholders, members, applicants for policies and creditors, or to the trustee, receiver or assignee of the insurer, duly appointed in any proceeding in any court or department of competent jurisdiction in this state, in accordance with their respective rights in case the organization of the insurer is not completed and the certificate of authority is not procured from the director. Such bond, letter of credit or deposit shall be in the form prescribed by the director. [1967 c.359 §156; 1991 c.331 §127; 1997 c.631 §546]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.115 - Approval of articles, documents and bond, letter of credit or deposit; certificate of incorporation.

(1) If the Director of the Department of Consumer and Business Services finds that the articles of incorporation and the bond, letter of credit or securities filed with the director conform to law and the sureties on any bond are acceptable, the director shall, when all fees established by the director have been paid:
(a) Indorse on each of such duplicate originals of the articles the word "filed," and the month, day and year of the filing thereof.
(b) File one of such duplicate originals in the director’s office.
(c) Issue a certificate of incorporation to which the director shall affix the other duplicate original.
(d) Return to the incorporators or their representative the certificate of incorporation with the duplicate original.
(2) Upon the issuance of the certificate of incorporation, the insurer’s corporate existence shall begin and the insurer shall have all authority and power, subject to the limitations prescribed in the Insurance Code, as may be necessary and proper to complete its organization, obtain its initial capital and otherwise complete the requirements to qualify for a certificate of authority to transact the class or classes of insurance proposed in its articles of incorporation. In the case of an insurer without capital stock, the authority and power shall include the solicitation of applications for insurance and receipt in advance of premium payments for any insurance for which the proposed form of application, policies, literature and advertisements pertaining thereto have been filed with and approved by the director. An insurer shall not otherwise transact any business or incur any indebtedness until its certificate of authority to transact insurance has been granted.
(3) The issuance of the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the insurer has been incorporated under the laws of this state, except as against this state in a proceeding to cancel or revoke the certification of incorporation or any certificate of authority to transact insurance or for involuntary dissolution of the insurer. [1967 c.359 §157; 1989 c.413 §8; 1991 c.331 §128]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.125 - Registration of securities subsequent to issuance of organization permit and certificate of incorporation.

If the proposed domestic insurer is to issue securities, it shall comply with the applicable provisions of ORS 59.005 to 59.505, 59.710 to 59.830, 59.991 and 59.995. However, the Director of the Department of Consumer and Business Services shall not allow the registration of securities of a proposed domestic insurer unless the organizers of such insurer have been issued an organization permit under ORS 732.055, and have received a certificate of incorporation under ORS 732.115. [1967 c.359 §158; 1987 c.414 §162]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.135 - Soliciting subscriptions and applications.

No person shall solicit subscriptions for the capital stock of, or, in the case of an insurer without capital stock, applications for insurance in, any insurer in the process of organization unless the insurer has filed the insurer’s name and address with the Director of the Department of Consumer and Business Services. [1967 c.359 §159]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.145 - Stipulations required in subscriptions and applications; disposition of subscribed funds.

(1) A subscription to the capital stock of an insurer in the process of organization must contain a stipulation that no sum shall be used for commission, promotion or organization expenses in excess of a stated percent of the amount paid upon the subscription. This stated amount may not exceed 15 percent.
(2) Sums paid by subscribers and applicants must be deposited under an escrow agreement approved by the Director of the Department of Consumer and Business Services in a bank, trust company or savings association in the state until the insurer has procured a certificate of authority from the director.
(3) Every subscription for stock or every application for insurance in an insurer made prior to the insurer’s receipt of a certificate of authority must contain a stipulation that the money, securities or evidences of debt advanced by the subscriber or applicant must be returned to the subscriber or applicant without deduction in case the insurer fails to complete the insurer’s organization or procure the insurer’s certificate of authority or issue the policy applied for. [1967 c.359 §160; 2009 c.541 §48]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.155 - Organization to be completed within two years; policies to be issued within one year of certification.

(1) If the Director of the Department of Consumer and Business Services finds that any domestic insurer has not completed its organization and qualified for a certificate of authority within two years from the date of filing its articles of incorporation, the director may order the application abandoned and close the files in which event its corporate powers shall expire and the director shall proceed as for an impaired insurer.
(2) If any domestic insurer does not commence to issue policies within one year from the date of receiving its certificate of authority, the director shall proceed as for an impaired insurer. [1967 c.359 §161]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.165 - Liability of directors and incorporators.

The directors, incorporators, and organizers of any insurer organized under the Insurance Code and those entitled to participation in the profits of such insurer shall be jointly and severally liable for all debts or liabilities of such insurer until it has received a certificate of authority. [1967 c.359 §162]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.175 - Liability for acting as corporate insurer without authority.

Any person who assumes to act as a corporate insurer without a permit to organize and without the issuance of a certificate of incorporation by the Director of the Department of Consumer and Business Services or who assumes to transact insurance business without a certificate of authority to transact such business issued by the director shall be jointly and severally liable for all liabilities created while so acting. [1967 c.359 §163; 1981 c.633 §80; 1987 c.846 §5]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.205 - General powers of insurers.

Except as otherwise provided in the Insurance Code or the articles of incorporation of an insurer, a domestic insurer shall have:
(1) The general and emergency powers granted to corporations by ORS 60.077 and 60.081;
(2) The powers granted to insurers by the Insurance Code; and
(3) All powers necessary or convenient to effect any or all of the purposes for which the corporation is organized or to perform any or all of the acts expressly or impliedly authorized or required under the Insurance Code. [1967 c.359 §164; 1987 c.846 §6]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.210 - Assertion of lack of capacity or power.

The provision of ORS 60.084 shall not affect the right of any policyholder of a domestic insurer or the Director of the Department of Consumer and Business Services from asserting the lack of capacity or power of an insurer, by reason of any provision of the Insurance Code, to do any act or make any conveyance or transfer of real or personal property. [1967 c.359 §165; 1987 c.846 §7]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.215 - Management contracts prohibited.

No domestic insurer shall make any contract whereby any person is granted or is to enjoy in fact the management of the insurer to the substantial exclusion of its board of directors or other governing body. [1967 c.359 §166]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.225 - Impairment of required capitalization prohibited; rules.

No domestic insurer shall reduce its combined capital and surplus by partial distribution of its assets, by payment in the form of a dividend to stockholders or otherwise, below:
(1) Its required capitalization; or
(2) A greater amount which the Director of the Department of Consumer and Business Services, by rule or by order after hearing upon the motion of the director or the petition of any interested person, finds necessary to avoid injury or prejudice to the interest of policyholders or creditors. [1967 c.359 §168]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.230 - Order to cure impairment; confidentiality of order.

(1) Whenever the Director of the Department of Consumer and Business Services determines from any showing or statement made to the director or from any examination made by the director that the assets of a domestic insurer are less than its liabilities plus required capitalization, the director may proceed immediately under the provisions of ORS chapter 734 or the director may allow the insurer a period of time, not to exceed 90 days, in which to make good the amount of the impairment with cash or authorized investments.
(2) If the amount of any such impairment is not made good within the time prescribed by the director under subsection (1) of this section, the director shall proceed under the provisions of ORS chapter 734.
(3) An order directing an insurer to cure an impairment is confidential as provided in ORS 705.137, for such time as the director considers proper but not exceeding the time prescribed by the director for making the amount of the impairment good. If the director determines that the public interest in disclosure outweighs the public interest in protecting or salvaging the solvency of the insurer, the director may make the order available for public inspection. [1967 c.359 §169; 1991 c.401 §5; 2001 c.377 §9]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.235 - Voluntary dissolution of insurer.

(1) No insurer may be dissolved voluntarily until the Director of the Department of Consumer and Business Services has approved a plan for liquidation of the insurer’s assets and obligations. The preparation and approval of such plan shall follow the provisions of ORS 732.517 to 732.546.
(2) The plan of dissolution must provide for reinsurance of substantially all insurance in force of the insurer in accordance with the provisions of ORS 731.512.
(3) The director shall require that the plan of dissolution provide adequate reserves in trust or otherwise for satisfaction of all obligations of the insurer. [1967 c.359 §170; 1993 c.447 §107]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.240 - Trusts of life insurance proceeds.

(1) Any domestic insurer may hold in trust the proceeds of any life insurance policy issued by it. Such a trust shall be upon such terms and subject to such limitations as to revocation by the policyholder and control by the beneficiary thereunder as are agreed to in writing by the insurer and the policyholder.
(2) Trust provisions authorized by this section shall in no manner subject the insurer to any of the provisions of the laws of this state relating to banks or trust companies.
(3) The forms of such trust agreements shall be first submitted to and approved by the Director of the Department of Consumer and Business Services. [Formerly 739.410]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.305 - Board of directors; qualifications.

A domestic insurer may not have fewer than five directors. A director need not be a shareholder or member of the insurer unless the articles of incorporation so require, but a director must be 21 years of age or older. At least five or one-quarter of the directors, whichever is fewer, must be residents of this state. A majority of directors must be persons who are not salaried officers of the insurer. [1967 c.359 §174; 1997 c.771 §18; 2007 c.433 §1]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.320 - Supporting documents for expenditures.

No domestic insurer shall make any disbursement of $100 or more unless the sum is evidenced by:
(1) A voucher signed by or on behalf of the person receiving the money or, if a voucher cannot be obtained, by an affidavit stating the reason for not obtaining the voucher;
(2) A bill, invoice, statement or similar document commonly in business use submitted on account of goods supplied or services rendered or both;
(3) An authorization of the board of directors, or a committee thereof or officer duly delegated by the board with authority to so authorize, in regard to compensation of officers, employees and agents; or
(4) Satisfactory proof of claim, accepted and approved in the manner prescribed by the insurer, based upon provisions of a policy issued by the insurer. [Formerly 738.420]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.410 - Right to acquire own shares.

A domestic insurer shall have the right to purchase or otherwise acquire, hold, pledge, transfer or dispose of its own issued shares. An insurer may acquire any such shares by purchase, exchange or disposition of its assets only from earned surplus as defined by rule, that is not otherwise restricted or, with the prior written approval of the Director of the Department of Consumer and Business Services, from other of its surplus. [1967 c.359 §180; 1987 c.846 §8]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.415 - Stock insurer’s proxies; regulation by director; rules.

(1) A proxy may be authorized in writing to vote the shares of any stockholder, or where authorized of a policyholder, of a domestic stock insurer at any regular or special stockholders’ meeting.
(2) Such stockholders and policyholders shall be provided with adequate and accurate information with respect to the affairs of the insurer, the interests of those involved in the solicitation of proxies or consents, and the matters regarding which the proxies or consents are solicited.
(3) Every form of proxy or consent and soliciting material to be used in connection therewith shall be filed with the Director of the Department of Consumer and Business Services in advance of any circulation or other use by at least 10 days, or such shorter period as the director may authorize. Circulation or use of a filed document may be made when such 10-day or shorter period has expired, unless or until the director has disapproved the filing by written notice showing wherein the document does not comply with this section or the pertinent rules. Any proxy or consent obtained in violation of this section shall be void.
(4) The director may issue rules to carry out the purposes of this section and to prevent fraud or deception in connection with proxies and consents. Such rules may differ as to different types of insurers, and may include, but not by way of limitation, provisions as to:
(a) Exemption from the requirements of this section for insurers subject to similar provisions of federal law, or with less than a prescribed number of stockholders;
(b) Disclosure of equivalent information when no proxies or consents are solicited;
(c) Form and content of proxies, consents and solicitation materials, and filing procedures therefor;
(d) Procedure for presentation of stockholder proposals; and
(e) Election contests. [Formerly 738.190]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.420 - "Equity security" defined; rules.

As used in ORS 732.220 and 732.420 to 732.455, "equity security" means:
(1) Any stock or similar security;
(2) Any security convertible, with or without consideration, into such a security, or carrying any warrant or right to subscribe to or purchase such a security;
(3) Any such warrant or right; or
(4) Any other security which the Director of the Department of Consumer and Business Services shall consider to be of similar nature and consider necessary or appropriate, by such rules as the director may prescribe in the public interest or for the protection of investors, to treat as an equity security. [Formerly 738.710]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.425 - Application of insider trading regulation.

The provisions of ORS 732.430, 732.435 and 732.440 do not apply to equity securities of a domestic stock insurer if:
(1) Such securities are registered, or are required to be registered, pursuant to section 12 of the Securities Exchange Act of 1934, as amended; or
(2) Such insurer does not have any class of its equity securities held of record by 100 or more persons on the last business day of the year next preceding the year in which equity securities of the insurer would be subject to the provisions of ORS 732.430, 732.435 and 732.440 except for the provisions of this subsection. [Formerly 738.720]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.430 - Filing statement of security ownership with director; rules.

Every person who is directly or indirectly the beneficial owner of more than 10 percent of any class of any equity security of a domestic stock insurer, or who is a director or an officer of the insurer, shall file with the Director of the Department of Consumer and Business Services within 10 days after the person becomes a beneficial owner, director or officer, a statement, on a form prescribed by the director, of the amount of all equity securities of the insurer of which the person is the beneficial owner. If there is a change in the ownership by a person to whom this section applies, the person shall file with the director a statement, on a form prescribed by the director, indicating the person’s ownership and the changes in the person’s ownership. The person shall file the statement of change in ownership before the end of the second business day following the day on which the transaction was executed. If it is not feasible for the person to file the statement by the end of the second business day, the person shall file the statement according to rules adopted by the director. [Formerly 738.730; 2005 c.185 §9]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.435 - Suit to recover insider profits; exempted transactions; rules.

(1) For the purpose of preventing the unfair use of information which may have been obtained by a beneficial owner, director or officer as described in ORS 732.430 by reason of the beneficial owner, director or officer’s relationship to such insurer, any profit realized by the beneficial owner, director or officer from any purchase and sale, or any sale and purchase, of any equity security of such insurer within any period of less than six months, unless such security was acquired in good faith in connection with a debt previously contracted, shall inure to and be recoverable by the insurer, irrespective of any intention on the part of such beneficial owner, director or officer in entering into such transaction of holding the security purchased or of not repurchasing the security sold for a period exceeding six months. An action to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the insurer, or by the owner of any security of the insurer in the name and in behalf of the insurer if the insurer shall fail or refuse to bring such action within 60 days after request or shall fail diligently to prosecute the same thereafter; but no such action shall be brought more than two years after the date such profit was realized.
(2) This section shall not be construed to cover any transaction where such beneficial owner was not such both at the time of the purchase and sale, or the sale and purchase, of the security involved, or any transaction or transactions that the Director of the Department of Consumer and Business Services by rules may exempt as not comprehended within the purpose of this section. [Formerly 738.740]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.440 - Prohibited sales of securities.

(1) No beneficial owner, director or officer, as described in ORS 732.430 directly or indirectly, shall sell any equity security of such insurer if the person selling the security or the person’s principal:
(a) Does not own the security sold; or
(b) If owning the security, does not deliver it against such sale within 20 days thereafter, or does not within five days after such sale deposit it in the mails or other usual channels of transportation.
(2) No person shall be deemed to have violated this section if the person proves that notwithstanding the exercise of good faith the person was unable to make such delivery or deposit within such time, or that to do so would cause undue inconvenience or expense. [Formerly 738.750]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.445 - Establishing or maintaining primary or secondary market in securities; rules.

(1) The provisions of ORS 732.435 do not apply to any purchase and sale, or sale and purchase, and the provisions of ORS 732.440 do not apply to any sale, of an equity security of a domestic stock insurer not then or theretofore held by the insurer in an investment account, by a security dealer in the ordinary course of the insurer’s business and incident to the establishment or maintenance by the insurer of a primary or secondary market (otherwise than on an exchange as defined in the Securities Exchange Act of 1934) for such security.
(2) The Director of the Department of Consumer and Business Services may, by such rules as the director considers necessary or appropriate in the public interest, define and prescribe terms and conditions with respect to securities held in an investment account and transactions made in the ordinary course of business and incident to the establishment or maintenance of a primary or secondary market. [Formerly 738.760]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.450 - Arbitrage transactions exempt; rules.

The provisions of ORS 732.430, 732.435 and 732.440 do not apply to foreign or domestic arbitrage transactions unless made in contravention of such rules as the Director of the Department of Consumer and Business Services may adopt in order to carry out the purposes of ORS 732.420 to 732.455. [Formerly 738.770]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.455 - Rules.

The Director of the Department of Consumer and Business Services shall have the power to make such rules as may be necessary for the execution of the functions vested in the director by ORS 732.420 to 732.455, and may for such purpose classify domestic stock insurers, securities, and other persons or matters within the director’s jurisdiction. No provision of ORS 732.430, 732.435 and 732.440 imposing any liability shall apply to any act done or omitted in good faith in conformity with any rule of the director, notwithstanding that such rule may, after such act or omission, be amended or rescinded or determined by judicial or other authority to be invalid for any reason. [Formerly 738.780]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.460 - Annual report to shareholders or members; rules.

Every domestic stock insurer shall send to each shareholder within 90 days after the end of each fiscal year of such insurer and every domestic insurer without capital stock shall make available at its annual meeting an annual report of the organization, operation and activities of such insurer, its parent if any and its subsidiaries and affiliates if any, and financial statements showing the financial condition of the insurer at the end of such fiscal year and the results of its operations for such fiscal year. The annual report shall contain such other information and financial statements and shall be in such form as the Director of the Department of Consumer and Business Services may by rule prescribe. [1967 c.359 §190]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.465 - Members of domestic mutual insurers.

(1) A domestic mutual insurer shall be owned by and operated in the interest of its members.
(2) Each owner of one or more valid and existing policies of insurance issued by a domestic mutual insurer, other than a policy of reinsurance, is a member of such insurer possessing the rights and obligations of such membership. However, two or more persons who qualify as owners under a single policy of insurance collectively shall be considered to be one member.
(3) An owner is the person given the rights of ownership or the power to make transactions with the insurer under terms of the policy, including an assignee, other than the insurer which issued the policy, who has received an assignment absolute on its face subject to any reasonable minimum requirements relating to assignments found in the policy or in the bylaws of the insurer. In a policy of group life or health insurance the person contracting with the insurer and to whom the master contract is issued is the member; the lives insured and individuals holding certificates thereunder are not policyholders or members.
(4) A person who, because of the death of the life insured in a policy of insurance or the death of the life referred to in an annuity policy, has obtained rights as a beneficiary to death benefits or settlement payments is not a policyholder or member. [Formerly 739.165; 2001 c.352 §5]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.470 - Voting rights of members of mutual insurer.

(1) Each member of a domestic mutual insurer is entitled to one vote on each matter coming before a meeting of the members and for each director to be elected regardless of the number of policies or amount of insurance and benefits held by such member.
(2) The member under a group policy shall have but one vote regardless of the number of individuals insured or benefited thereunder.
(3) Two or more persons who qualify as policyholders under a single policy shall be deemed one policyholder and member for purposes of voting and collectively shall be entitled to one vote.
(4) Fractional voting may not be permitted.
(5) When a member is a minor, the vote shall be vested in the parent or legal guardian of the minor.
(6) Cumulative voting for directors may not be permitted unless expressly provided for in the insurer’s articles of incorporation.
(7) The right to vote shall be subject to such reasonable minimum requirements as to duration of membership as may be made in the articles of incorporation and bylaws of the insurer.
(8) A member may in every case vote in person or by proxy. The right to vote by proxy shall be subject to reasonable provisions pertaining thereto, including the duration of proxies, contained in the articles of incorporation or bylaws of the insurer. [Formerly 739.170; 2001 c.352 §6; 2003 c.14 §447]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.480 - Copy of bylaws of domestic mutual insurer to be provided to director; provisions of bylaws.

A copy of the bylaws of a domestic mutual insurer, including any amendments, shall be provided to the Director of the Department of Consumer and Business Services. The bylaws of a mutual insurer may contain any provision for managing the business and regulating the affairs of the insurer that is not inconsistent with law or the articles of incorporation. The bylaws shall contain a provision that governs the involvement of the mutual insurer in a member’s communication with other members regarding the business and affairs of the insurer. The bylaws may contain a provision eliminating or limiting the personal liability of a member of the board of directors to the mutual insurer or its members for monetary damages for conduct as a director, provided that no such provision may eliminate or limit the liability of a director for any act or omission occurring prior to the date when such provision becomes effective and no such provision may eliminate or limit the liability of a director for:
(1) Any breach of the director’s duty of loyalty to the mutual insurer or its members;
(2) Acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law;
(3) Any unlawful distribution; or
(4) Any transaction from which the director derived an improper personal benefit. [2001 c.352 §4]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.517 - Purpose of ORS 732.517 to 732.546.

The purpose of ORS 732.517 to 732.546 is that of regulating the control or ownership of an insurer or of an insurance holding company system. A further purpose of ORS 732.517 to 732.546 is that of promoting the public interest and the interests of policyholders and shareholders by facilitating, consistent with those interests, better use of management skills and services, diversification through acquisitions, free access to capital markets, sound tax planning and open competition. [1983 c.498 §5; 1993 c.447 §25]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.518 - Definitions for ORS 732.517 to 732.546.

As used in ORS 732.517 to 732.546:
(1) "Acquiring party" means a person that acquires or attempts to acquire control of a domestic insurer as described in ORS 732.521 (1)(a), that enters into an agreement to merge with or otherwise acquire control of a domestic insurer as described in ORS 732.521 (1)(b) or that engages in an activity described in ORS 732.521 (1)(c), or an intermediary or subsidiary corporation that holds, directly or indirectly, the assets or voting securities or assumes the liabilities of an insurer or other corporation.
(2) "Acquisition" means an agreement, arrangement or activity that results in a person acquiring control of another person, directly or indirectly, including but not limited to an acquisition of voting securities, a merger, an acquisition of assets or bulk reinsurance.
(3) "Domestic insurer" means an insurer formed under the laws of this state or a person that controls an insurer formed under the laws of this state.
(4) "Significant portion" means, when acquired in one transaction or in a related or integrated series of transactions within any 12 consecutive month period, 10 percent or more of:
(a) The assets of the insurer; or
(b) The insurer’s insurance or major class of insurance in force. [1993 c.447 §26; 2013 c.370 §17]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.526 - Hearing on proposed activity; notice.

(1) If a person has duly filed a written request for a hearing or if, within 10 days after an acquiring party has filed a completed statement under ORS 732.523, the Director of the Department of Consumer and Business Services finds that holding a hearing is necessary or advisable, the director shall cause a hearing to be held.
(2) The hearing must be held at a time and place the director designates within 30 days after the written request for a hearing was filed or within 30 days after the date of the director’s order for a hearing to be held. In addition to any other notice required under ORS chapter 183, at least 20 days before the hearing the director shall notify the person that filed the written request and the acquiring party of the hearing. At least seven days before the hearing, one or more of the insurers or other parties to the proposed activity shall give notice as the director requires to parties the director designates. The acquiring party shall bear the expense of providing the notice and, as security for the payment of the expense, shall file with the director a bond or other deposit in a form and amount acceptable to the director.
(3) The hearing must be conducted in accordance with the provisions for a contested case proceeding under ORS chapter 183. [Formerly 732.535; 2013 c.370 §20]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.527 - Approval of acquisition by chief insurance regulatory officials of two or more jurisdictions; hearing.

(1) If the chief insurance regulatory officials of two or more jurisdictions must approve a proposal to acquire control of an insurer, a person that files a statement with the Director of the Department of Consumer and Business Services under ORS 732.523 may request a hearing on the acquisition in a single proceeding before all of the chief insurance regulatory officials who must approve the acquisition. The person that files the statement under ORS 732.523 shall file a copy of the statement with the National Association of Insurance Commissioners within five days after filing the statement with the director.
(2) A chief insurance regulatory official of another state may decline to attend the hearing on the acquisition. If the regulatory official declines to attend, the official shall notify the person that filed the statement under ORS 732.523 within 10 days after the date on which the official receives a copy of the statement.
(3) The proceeding described in subsection (1) of this section must be:
(a) Conducted as a public hearing before the chief insurance regulatory officials of the states in which the acquiring party and the insurer subject to the acquisition are domiciled; and
(b) Held in one of the states in which the acquiring party and the insurer subject to the acquisition are domiciled.
(4) A chief insurance regulatory official may attend the proceeding described in subsection (1) of this section in person or by telecommunication. [2013 c.370 §4]
2023 Oregon Revised Statutes › Volume : 18 - Financial Institutions, Insurance › Chapter 732 - Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally › Section 732.531 - Acquisition of assets or insurance of mutual or reciprocal insurers.

(1) If a statement filed under ORS 732.523 will result in the acquisition by a stock insurer of all or a significant portion of the assets of a domestic mutual insurer or domestic reciprocal insurer, or reinsurance in a stock insurer of all or a significant portion of the insurance in force of a domestic mutual insurer or domestic reciprocal insurer, the plan must provide for consideration to each eligible member of the domestic mutual insurer or each eligible subscriber of the domestic reciprocal insurer as provided in this section.
(2) A member of a domestic mutual insurer or a subscriber of a domestic reciprocal insurer shall be an eligible member or eligible subscriber if the policy of the member or subscriber is in force as of the record date, which is the date that the board of directors of the domestic mutual insurer or the domestic reciprocal insurer approves the proposed activity or some other date specified as the record date in the statement and approved by the Director of the Department of Consumer and Business Services.
(3) Any consideration to be received by the eligible members or eligible subscribers shall be described in the statement. The consideration shall be allocated among the eligible members or eligible subscribers in the manner described in ORS 732.612 (6) if the domestic mutual insurer or domestic reciprocal insurer transacts primarily life or health insurance, or both. The consideration shall be allocated among the eligible members or eligible subscribers in the manner described in ORS 732.612 (7) if the domestic mutual insurer or domestic reciprocal insurer transacts primarily property or casualty insurance, or both. The allocation of the consideration among the eligible members or eligible subscribers shall be approved by the director.
(4) If the proposed activity described in the statement is primarily a plan to convert the domestic mutual insurer or domestic reciprocal insurer to a stock insurer, the director may require that the proposed activity be governed by ORS 732.600 to 732.630. [Formerly 732.550; 1997 c.771 §20]