North Dakota Administrative Code › Title 45 - Insurance, Commissioner of › Article 45-03 - Regulation of Insurance Companies › Chapter 45-03-21 - Demutualization › Section 45-03-21-04 - Petition to convert

Current through Supplement No. 393, July, 2024
A petition to engage in a demutualization pursuant to this
				  chapter must be filed with the commissioner and must contain the following:
1. The proposed plan of conversion;
2. The proposed articles of
				incorporation and bylaws of the converted insurer;
3. A list of the proposed officers and
				directors of the converted insurer, stating each of those individual's
				principal occupation, all offices and positions held during the past five
				years, and any conviction of crimes other than minor traffic violations during
				the past ten years and specifying any other relationship that will exist
				between such individual and the converting insurer;
4. A narrative explanation of the reasons
				for, and purposes of, the proposed demutualization, including an analysis of
				alternative transactions considered;
5. A description and analysis of the
				anticipated risks and benefits for the converting insurer associated with the
				proposed demutualization;
6. A
				description and analysis of the anticipated risks and benefits for the
				insureds, eligible members, and other members of the converting insurer
				associated with the proposed demutualization;
7. An explanation of the anticipated effect
				of the demutualization on the profitability, solvency, and market position of
				the converting insurer;
8. An
				explanation of the anticipated tax implications of the proposed demutualization
				for the converting insurer and whether the demutualization would constitute a
				taxable event for its eligible members, insureds, and other members;
9. An explanation of the anticipated effect
				of the demutualization on insurance coverages provided by the converting
				insurer, including the anticipated effect on the scope and costs of such
				coverages;
10. The resolution of
				the board of directors of the converting insurer authorizing the
				demutualization, certified by the secretary of the company;
11. Pro forma financial statements for the
				converted insurer, projecting its financial condition for the three years
				immediately following the demutualization;
12. The proposed plan of operation for the
				converted insurer;
13. A summary
				of the plan of conversion and any other materials that the converting insurer
				proposes to send to members and eligible members to seek their approval of the
				conversion plan;
14. The proposed
				form of notice required pursuant to section
				45-03-21-07 to members must
				include a reasonable description of all material terms of the conversion plan
				in order that the members may make an informed decision as to whether or not to
				vote in favor of approval of such conversion plan. Such notice must also be
				sent to eligible members in order that they may make an informed decision as to
				whether or not to participate in the hearing. The information provided to
				members and eligible members in accordance with this section must also include
				a fair and adequate description of all risks and potential adverse consequences
				that may arise from the demutualization; and
15. Such additional information as the
				commissioner reasonably deems necessary to assure that the plan complies with
				the standards set forth in section
				45-03-21-07.
General Authority: NDCC 26.1-12-32
Law Implemented: NDCC
					 26.1-12-32