North Dakota Administrative Code › Title 45 - Insurance, Commissioner of › Article 45-03 - Regulation of Insurance Companies › Chapter 45-03-22 - Mutual Insurance Holding Company Act Rules › Section 45-03-22-01 - Definitions

Current through Supplement No. 393, July, 2024
As used in this chapter:
1. "Affiliate" means a person who directly, or indirectly
				  through one or more intermediaries, controls, or is under the control of, or is
				  under common control with, the person specified.
2. "Commissioner" means the North Dakota insurance
				  commissioner.
3. "Department" means the North Dakota insurance department.
4. "Domestic mutual insurance company" means an insurance
				  company organized on a mutual plan and incorporated under the laws of North
				  Dakota.
5. "Interested person" means:
a. An officer, director, partner, copartner, or employee of
				  the mutual insurance holding company or its subsidiary or affiliates;
b. A member of the immediate family of any natural person who
				  is an officer, director, partner, or employee of the mutual insurance holding
				  company or its subsidiary or affiliates or who owns, controls, or holds with
				  power to vote, directly or indirectly, five percent or more of the mutual
				  insurance holding company's or its subsidiary's or affiliate's outstanding
				  voting securities;
c. A person or partner or employee of any person who has
				  acted as legal counsel for the person within the previous two years; or
d. A natural person whom the commissioner by order shall have
				  determined to be an interested person by reason of having had, at any time
				  within the last two years, a material business or professional relationship
				  with another person or with a principal executive officer of another person.
6. "Intermediate holding company" means a subsidiary holding
				  company of a mutual insurance holding company or part of a holding company
				  system that is controlled by a mutual insurance holding company pursuant to
				  North Dakota Century Code chapter 26.1-12.1.
7. "Member of the immediate family" means a spouse, parent,
				  spouse of a parent, child, spouse of a child, brother or sister, including step
				  and adoptive relationships.
8. "Mutual insurance holding company" means a holding company
				  organized on a mutual plan and incorporated under the laws of North Dakota,
				  resulting from the reorganization of a domestic mutual insurance company
				  pursuant to North Dakota Century Code chapter 26.1-12.1.
9. "Plan of reorganization" means a plan to engage or
				  participate in a reorganization subject to North Dakota Century Code chapter
				  26.1-12.1.
10. "Stock" means any security evidencing an equity interest
				  in the issuing entity.
11. "Stock offering" means any proposed sale, exchange,
				  transfer, or other change of ownership of stock or of securities convertible
				  into or exchangeable or exercisable for stock. For the purposes of these rules,
				  "stock offering" does not mean:
a. An offering of preferred stock that is not convertible or
				  exchangeable into common stock and which has no ordinary voting rights; or
b. A transfer of stock between any of the following:
(1) A mutual insurance holding company;
(2) An insurance company subsidiary of a mutual insurance
				  holding company;
(3) An intermediate holding company subsidiary of a mutual
				  insurance holding company; and
(4) An insurance company subsidiary of an intermediate
				  holding company subsidiary to a mutual insurance holding company.
General Authority: NDCC 28-32-02
Law Implemented: NDCC
					 26.1-12.1