(b) The affairs of any such mutual insurance company, now existing or hereafter organized under the laws of this state, shall be managed by a board of not more than 25 nor less than five directors. Any vacancy in the board shall be filled by the remaining members until the next annual meeting of the policyholders, at which time a successor shall be elected to fill the unexpired term.
(c) Unless written balloting is required by the bylaws, directors shall be elected by voice vote. Each person who is a policyholder shall be entitled to one vote. A policyholder may vote by proxy, signed by the person legally entitled to vote such proxy.
(d) A majority of the total number of directors shall constitute a quorum for the transaction of business.
(e) Every such mutual insurance company, now existing or hereafter organized under the laws of this state, shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors which is not inconsistent with the bylaws. Officers shall be chosen in such manner and shall hold their offices for such terms as are prescribed by the bylaws or determined by the board of directors or other governing body.
History: L. 1927, ch. 231, 40-1201; L. 2007, ch. 30, § 4; July 1.
(a) The name, which shall contain the word "mutual," the purpose for which formed, and the location of such company's principal or home office, which shall be within this state.
(b) The names and addresses of those composing the board of not less than five directors in which the management shall be vested until the first meeting of the members.
(c) The names and addresses of the incorporators.
History: L. 1927, ch. 231, 40-1202; June 1.
(a) Against loss or damage to property and loss of use and occupancy by fire, lightning, windstorm, tornado, cyclone, hail, tempest, flood, earthquake, frost or snow, bombardment, invasion, insurrection, riot, civil war or commotion, military or usurped power, explosion -- fire ensuing, and explosion -- no fire ensuing, except explosion by steam boilers or flywheels, against loss or damage by water caused by the breakage or leakage of sprinklers, pumps, or other apparatus, water pipes, plumbing, or their fixtures, erected for extinguishing fires, against accidental injury to such sprinklers, pumps, other apparatus, water pipes, plumbing or fixtures, against loss or damage to any goods on the premises of the assured, and loss or damage to the property of another for which the assured is liable, caused by the leakage of roofs, leaders and spouting, or by rain and snow driven through broken and open windows and skylights, or caused by the contents of any tank, or impact of any falling tank, tank platform or supports erected in or upon any building; against the risks of inland transportation and navigation; upon automobiles, aircraft or other vehicles, whether or not operated under their own power, against loss or damage by any of the causes or risks specified in this subsection, including also explosion, transportation, collision, liability for damage to property resulting from owning, maintaining or using automobiles, aircraft or other vehicles, and including burglary and theft, but not including loss or damage by reason of bodily injury to the person.
(b) Against loss, expense or liability by reason of bodily injury or death by accident, disability, sickness or disease suffered by others for which the insured may be liable or have assumed liability, including workmen's compensation.
(c) Against bodily injury or death by accident and disability by sickness.
(d) Against any or all loss, expense and liability resulting from the ownership, maintenance or use of any automobile, aircraft or other vehicle.
(e) Against loss or liability to persons or property resulting from explosion or accidents to boilers, containers, pipes, engines, flywheels, elevators and machinery in connection therewith, and against loss of use and occupancy caused thereby, and to make inspections and issue certificates of inspection thereon.
(f) To guarantee the fidelity of persons in positions of trust, private or public, and to act as surety on official bonds and for the performance of other obligations.
(g) To insurance [insure] against the breakage of glass, local or in transit.
(h) To insure against property loss or damage by burglary, robbery and larceny, any breaking and entry, or entry without breaking, of any house, building, ship, vessel or railroad car, and loss or damage by forgery.
(i) Against loss from interruption of trade or business which may be the result of any accident or casualty.
(j) Against loss or damage by any hazard upon any risk not provided in this section, which is not prohibited by statute or at common law from being the subject of insurance, excepting life insurance.
History: L. 1927, ch. 231, 40-1203; June 1.
(a) It shall hold bona fide applications for insurance upon which it shall issue simultaneously, or it shall have in force, at least 200 policies to at least 200 members for the same kind of insurance upon not less than 200 separate risks of any single class each within the maximum single risk described herein.
(b) No such insurance company organized under the laws of this state and transacting business in this state shall expose itself to loss on any one risk or hazard to an amount exceeding 10% of its surplus unless the excess shall be reinsured in some other company duly authorized to transact similar business in this state or as otherwise provided in the insurance code and no such insurance company not organized under the laws of this state and transacting business in this state shall expose itself to loss on any one risk or hazard to an amount exceeding 10% of its surplus unless the excess shall be reinsured either in some company duly authorized to transact similar business in this state or as provided by the laws of such company's domiciliary state.
(c) It shall have collected the full consideration according to its filed rate on each contract applied for. The total of such considerations shall be held in cash or securities in which such insurance companies are authorized by law to invest, and it shall be in the possession of a residue of lawful assets over and above all liabilities in an amount not less than the capital and surplus required of a domestic stock insurance company transacting the same kinds of insurance. Pursuant to K.S.A. 40-229a, such company shall deposit with the commissioner of insurance lawful securities in an amount equal to not less than the minimum capital stock required of a domestic stock insurance company transacting the same kinds of insurance.
History: L. 1927, ch. 231, 40-1204; L. 1939, ch. 211, § 2; L. 1965, ch. 300, § 6; L. 1967, ch. 268, § 2; L. 1969, ch. 237, § 9; L. 1971, ch. 169, § 1; L. 1979, ch. 143, § 1; L. 1984, ch. 169, § 8; L. 1996, ch. 25, § 14; July 1.
History: L. 1927, ch. 231, 40-1205; June 1.
History: L. 1927, ch. 231, 40-1206; June 1.
History: L. 1927, ch. 231, 40-1207; L. 1939, ch. 211, § 4; L. 1947, ch. 280, § 1; L. 1971, ch. 170, § 1; L. 1979, ch. 143, § 2; July 1.
History: L. 1927, ch. 231, 40-1208; L. 1979, ch. 143, § 3; July 1.
History: L. 1927, ch. 231, 40-1209; L. 1939, ch. 211, § 5; L. 1992, ch. 35, § 1; April 9.
No provision of this act shall require insurance companies doing business in this state on January 1, 1969, which have subsequently become authorized to transact business in accordance with a different article of chapter 40 of the Kansas Statutes Annotated to comply with the surplus and deposit requirements of this act until May 1, 1994.
History: L. 1927, ch. 231, 40-1210; L. 1939, ch. 211, § 6; L. 1984, ch. 169, § 9; July 1.
History: L. 1927, ch. 231, 40-1211; June 1.
History: L. 1927, ch. 231, 40-1212; Repealed, L. 1939, ch. 211, § 8; June 30.
History: L. 1927, ch. 231, 40-1213; L. 1939, ch. 211, § 7; June 30.
History: L. 1939, ch. 211, § 3; Repealed, L. 1951, ch. 290, § 1; June 30.
History: L. 1939, ch. 211, § 1; June 30.
(1) The term "merger" means the union of two (2) or more companies into a single company which is one of the companies so uniting.
(2) The term "consolidation" means the joining of two (2) or more companies in any manner so that a single new consolidated company results therefrom.
History: L. 1957, ch. 289, § 1; June 29.
(1) Merge or consolidate with any other, other than life, solvent domestic mutual insurance company as hereinafter provided.
(2) Merge or consolidate with any other, other than life, solvent non-domestic mutual insurance company which is authorized to do an insurance business in this state if such merger or consolidation is authorized by the laws of the state or territory in which such non-domestic company is organized as hereinafter provided.
(3) By virtue of such merger or consolidation, do the kinds of insurance business in the manner and for the purposes for which a, other than life, mutual insurance company may be organized in this state or in the manner and for the purposes for which a, other than life, non-domestic mutual insurance company may be licensed or authorized to do business in this state.
History: L. 1957, ch. 289, § 2; L. 1970, ch. 180, § 1; July 1.
History: L. 1957, ch. 289, § 3; L. 1972, ch. 53, § 6; July 1.
(b) In the case of consolidation the proposed articles of incorporation of the new company must be set out in full in or enclosed with such notice and in the case of merger, any amendments to the articles of incorporation of the continuing company as may be desired or necessary to provide for the purposes of the merger or to comply with law, must be set out separately and in full in or enclosed with such notice clearly showing the nature of such amendments. The policyholders may vote in person or by proxy. Two-thirds of the votes cast by the policyholders of each such company, as are represented at the meeting in person or by proxy, must be in favor of the agreement in order to approve any such agreement. Should the agreement fail to receive the required number of votes it shall be null and void.
(c) The provisions of subsections (a) and (b) shall not apply to the surviving company of any merger or consolidation to which this act applies whose surplus as regards policyholders is greater than 25 times the surplus as regards policyholders of the nonsurviving company or companies. For purposes of this section, the surplus as regards policyholders of the respective companies shall be those reflected by the most recent statement of financial condition filed with and accepted by the commissioner pursuant to K.S.A. 40-225 and amendments thereto.
History: L. 1957, ch. 289, § 4; L. 1993, ch. 2, § 1; Feb. 25.
History: L. 1993, ch. 11, § 1; July 1.
(1) Two (2) duplicate originals of the agreement.
(2) Affidavits of officers of each of the companies setting forth the facts necessary to show that all requirements of law with respect to notices to persons entitled to vote have been complied with.
(3) If the surviving or the new company shall be a domestic company and any non-domestic company is a party to the merger or consolidation and the laws of the state or territory under which such non-domestic company is incorporated require approval of a merger or consolidation by an official of such state or territory, a certificate of approval of such official: Provided, That if the laws of the domiciliary state or territory of such non-domestic company require prior or joint approval by the proper supervisory official of this state, the Kansas insurance commissioner may act in unison or jointly with the proper official of such other state in the consideration of the application for approval of the agreement of merger or consolidation.
(4) An instrument appointing the commissioner of insurance and his successor or successors in office the true and lawful attorney of such company for service of process, containing the same provisions and having the same effect as the instrument required by K.S.A. 40-218.
(5) A certification by the secretary of each company for his respective company setting forth the number of policyholders of such company, the number of policyholders represented in person and the number represented by proxy at the meeting at which the agreement was considered, and the number of votes cast by said policyholders for and against such agreement.
(6) In the case of a merger, if the articles of incorporation of the surviving company are to be amended, such amendments.
(7) In the case of a consolidation, a copy of the articles of incorporation of the new company, and if a non-domestic company, such articles to be certified by the public official with whom the original is required to be filed in its domiciliary state or territory.
(8) A financial statement of each of the merging or consolidating companies as of a date not earlier than thirty (30) days prior to the date of the application to merge or consolidate.
(9) When the application for the approval of the merger or consolidation is filed with the commissioner of insurance for his action there shall also be filed a certificate executed by the president or a vice-president and attested by the secretary or an assistant secretary, or the executive officers corresponding thereto, and under the corporate seal of each of the companies party to the agreement of merger or consolidation, verified by the affidavits of such officers, setting forth all fees, commissions or other compensations, or valuable considerations paid or to be paid, directly or indirectly, to any person in any manner securing, aiding, promoting or assisting in any such merger or consolidation.
History: L. 1957, ch. 289, § 5; June 29.
History: L. 1957, ch. 289, § 6; L. 1972, ch. 53, § 7; July 1.
(1) The said companies shall thereupon be one (1) company under the name adopted in and by said agreement, possessing all the rights, privileges, immunities, powers, and franchises theretofore vested in each of them.
(2) The separate existence of all the companies to the agreement of merger or consolidation except the surviving or new company shall cease.
(3) All property, real, personal and mixed, and all debts due on whatever account, including assessments payable from members and policyholders and all other choses in action and all and every other interest of, or belonging to or due to, each of the companies merged or consolidated shall be deemed to be transferred to and vested in such surviving or new company without further act or deed; and the title to any real estate, or any interest therein, under the laws of this state vested in any of the companies shall not revert or be in any way impaired by reason of such merger or consolidation.
(4) Such surviving or new company shall thenceforth be responsible and liable for all of the liabilities and obligations of each of the companies so merged or consolidated; and claim existing or action pending by or against any of such companies may be prosecuted to judgment as if such merger or consolidation had not taken place, or such surviving or new company may be substituted in its place; neither the rights of creditors nor liens upon the property of any of such companies shall be impaired by such merger or consolidation, but such liens shall be limited to the property upon which they were liens immediately prior to the time of such merger or consolidation, unless otherwise provided in the agreement of merger or consolidation.
(5) In the case of merger, the articles of incorporation of the surviving company shall be supplanted, amended or superseded to the extent, if any, that any provision or provisions of such articles of incorporation shall be revised in the agreement of merger (as provided in K.S.A. 40-1219 and 40-1220) and the articles of incorporation shall be deemed to be thereby and to that extent amended.
(6) In the case of a consolidation the new articles of incorporation shall be deemed to be the articles of incorporation of such new corporation.
(7) The surviving or new company may, for the purpose of complying with the requirements of the law relating to age of a company, elect to be the age of any of the merging or consolidating companies and shall for this purpose be considered as having such age: Provided, however, That such election shall be set forth in the application for approval of the agreement of merger or consolidation.
(8) The surviving or new company shall maintain the reserves and deposits as required by law of other like kinds of companies doing like kinds of insurance business.
(9) The surviving or new company after merger or consolidation shall be subject to the same fees, taxes, or penalties and other requirements of law as other like kinds of companies doing like kinds of insurance business.
History: L. 1957, ch. 289, § 7; L. 1972, ch. 53, § 8; July 1.
Upon such petition it shall be the duty of said court to make such appointment, and the award of the persons so appointed, or a majority of them, when confirmed by the said court, shall be final and conclusive and such award shall become an obligation of the new or surviving company. The costs in such proceeding shall be shared equally by the petitioner and the merged or consolidated company, except that the court in any case may assess the costs in such proceeding as it may deem just and equitable under the particular facts and circumstances of the case. Upon the payment of the award made to any policyholder the interest of such policyholder shall cease. In case the award and costs, or both, as aforesaid, shall not be so paid within thirty (30) days after the said award shall have been confirmed by said court, the award and costs, or both, so found and confirmed, shall be a judgment against the party named by the court, and may be collected as other judgments in said court are by law recoverable.
History: L. 1957, ch. 289, § 8; L. 1970, ch. 180, § 2; L. 1972, ch. 53, § 9; July 1.
(2) Any person violating the provisions of the preceding section shall be fined not less than one thousand dollars ($1,000), and not more than five thousand dollars ($5,000) or imprisoned in the county jail for not more than one (1) year, or both, and shall forfeit any office he holds in the merged or consolidated company.
History: L. 1957, ch. 289, § 9; June 29.
(2) This act shall be construed as a part of and supplementary to the insurance code of the state of Kansas.
(3) If any provision of this act, or the application of such provision to any person or circumstances, shall be held invalid the remainder of the act, and the application of such provision to persons and circumstances other than those as to which it is held invalid, shall not be affected thereby.
History: L. 1957, ch. 289, § 10; June 29.
(b) It is required when a company is acting under subsection (a) that its board of directors authorize such action by the affirmative vote of at least 2/3 of its membership. Any company which has acted under this section shall certify such action to the commissioner of insurance, together with a statement showing its financial status and a net surplus sufficient to warrant such action.
(c) Any company operating under this section shall maintain unearned premium reserves equal to a pro rata amount of the premiums received on all unexpired risks, and such unearned premium reserves shall be held and regarded as an absolute liability of the company.
History: L. 1994, ch. 87, § 1; April 7.