History: L. 1927, ch. 231, 40-501; June 1.
(b) The director shall be elected by ballot, and each person who is a policyholder shall be entitled to one vote. Policyholders may vote by proxy, signed by the person legally entitled to vote the same. Each policyholder shall have the right to cast as many votes in the aggregate as shall equal the number of directors to be regularly elected, and each policyholder, in person or by proxy, may cast the whole number of votes for one candidate or may divide such policyholder's votes among two or more candidates. A majority of the number of directors shall constitute a quorum for the transaction of business.
(c) Every mutual life 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.
(d) 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, 40-502; L. 2005, ch. 41, § 3; L. 2007, ch. 30, § 1; July 1.
History: L. 1927, ch. 231, 40-503; June 1.
History: L. 1927, ch. 231, 40-504; June 1.
History: L. 1927, ch. 231, 40-505; June 1.
History: L. 1972, ch. 181, § 2; July 1.
(1) Merge or consolidate with any other domestic mutual life insurance company;
(2) merge or consolidate with any other non-domestic mutual life insurance company if such merger or consolidation is authorized by the laws of the state or territory in which such nondomestic company is organized;
(3) merge or consolidate with a nondomestic nonprofit health services corporation or nonprofit medical and hospital service corporation if such merger or consolidation would be permitted by the state regulatory official or officials having jurisdiction over such nondomestic nonprofit health services corporation or nonprofit medical and hospital service corporation and the surviving or resulting company is a domestic mutual life insurance company; and
(4) by virtue of such merger or consolidation, do the kinds of insurance business in the manner and for the purposes for which a mutual life insurance company may be organized in this state or in the manner and for the purposes for which a nondomestic mutual life insurance company may be licensed or authorized to do business in this state.
(b) When a mutual life insurance company of this state shall be merged or consolidated with a mutual life insurance company organized under the laws of any other state, the commissioner of insurance in an order of approval shall direct that the assets of the domestic company be delivered to the company with which the domestic company is merged or consolidated.
History: L. 1972, ch. 53, § 10; L. 1980, ch. 135, § 2; L. 1996, ch. 25, § 7; L. 1997, ch. 29, § 1; July 1.
(a) "Merger" means the union of two (2) or more companies into a single company which is one of the companies so uniting.
(b) "Consolidation" means the joining of two (2) or more companies in a manner so that a single new consolidated company results therefrom.
History: L. 1980, ch. 135, § 1; July 1.
(b) Upon approving such an agreement, each board by resolution shall direct the same be submitted to the commissioner of insurance subject to disapproval as provided in K.S.A. 40-510 and to the approval of the policyholders of the respective insurers as provided in K.S.A. 40-511.
History: L. 1980, ch. 135, § 3; July 1.
(1) Is inequitable to the policyholders of any domestic insurer involved;
(2) would materially reduce the financial security of policyholders of the domestic insurer in this state and elsewhere;
(3) would materially tend to lessen competition in this state as to the kinds of insurance involved or would tend to create a monopoly therein; or
(4) is subject to any other reasonable objections.
(b) If the commissioner of insurance disapproves an agreement, notice shall be given to the insurers proposing to merge or consolidate specifying the reasons for disapproval.
History: L. 1980, ch. 135, § 4; L. 1988, ch. 356, § 79; July 1, 1989.
(b) Not less than twenty (20) days before any such meeting, written notices of the meeting and of the proposed merger or consolidation shall be given to each policyholder of each insurer. The notice shall state the day, hour, place and purposes of the meeting and be accompanied by a brief summary of the agreement of merger or consolidation, as the case may be. The notice and summary shall be subject to approval by the commissioner of insurance. Notice and accompanying summary shall be deemed given when enclosed in an envelope addressed to each policyholder at the address last of record with the insurer and deposited postage paid in a depository of the United States post office. In the event of a merger, if at the year end prior to the date of merger the total admitted assets, as reflected by the most recent annual statement filed with the commissioner of insurance of the company that is to survive, are equal to or greater than five (5) times that of the total admitted assets, as reflected by the most recent annual statement filed with the commissioner of insurance, of the company or companies that are not to survive, in lieu of notice by mail, notice, subject to approval by the commissioner, may be given to the policyholders of the larger insurer by publication in a newspaper of general circulation in either of the two (2) largest cities in each state in which the insurers are authorized to transact an insurance business.
(c) Upon receiving the affirmative vote of two-thirds (2/3) of all votes cast by policyholders present or represented by written proxy at each meeting, such agreement shall be deemed to have been approved. Each policyholder of the insurers shall be bound by such vote without right of dissent other than the right to vote against the proposal at the meeting. A dissenting policyholder shall have no right or equity as to assets of the insurer except as expressly provided in the policyholder's policy or policies. Should any such agreement fail to receive the required number of votes, it shall be null and void.
History: L. 1980, ch. 135, § 5; July 1.
History: L. 1980, ch. 135, § 6; L. 1988, ch. 356, § 80; July 1, 1989.
(a) The name of the surviving or new corporation;
(b) the time and place of the meeting of the directors at which the agreement of merger or consolidation was approved and, except when pursuant to K.S.A. 40-512 the agreement was not submitted to a vote of the policyholders of the insurer, the time and place of the meeting of the policyholders of each insurer at which the agreement of merger or consolidation, as the case may be, was approved, the kind and period of notice given to the policyholders and the total vote by which the agreement was approved;
(c) in the case of a merger into a surviving insurer, any changes desired to be made in the articles of the surviving insurer, or in the case of a consolidation into a new domestic insurer, all of the statements required by law to be set forth in the original articles in the case of the formation of a domestic insurer;
(d) the number, names and addresses of the persons to be the directors of the surviving or new insurer; and
(e) the agreement of merger or consolidation.
History: L. 1980, ch. 135, § 7; July 1.
(b) The merger or consolidation shall be effective upon the commissioner's endorsing approval, which date of approval shall be the date of consolidation or merger of said companies.
(c) The companies involved shall thereupon be one 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.
(d) The separate existence of all the companies to the agreement of merger or consolidation, except the surviving or new company, shall cease.
(e) 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. 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.
(f) Such surviving or new company shall be responsible and liable for all of the liabilities and obligations of each of the companies merged or consolidated. Any claim existing or action pending by or against any companies merged or consolidated 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 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.
(g) 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, and the articles of incorporation shall be deemed to be thereby and to that extent amended.
(h) In the case of a consolidation, the new articles of incorporation shall be deemed to be the articles of incorporation of such new corporation.
(i) 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. Such election shall be set forth in the agreement of merger or consolidation.
(j) 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.
(k) 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. 1980, ch. 135, § 8; July 1.
(b) Any person violating the provisions of this 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 year, or both, and shall forfeit any office held in the merged or consolidated company.
History: L. 1980, ch. 135, § 9; July 1.
(b) This act shall be part of and supplemental to the insurance code of the state of Kansas.
(c) If any provision of this act or the application of such provision to any person or circumstance shall be held invalid, the remainder of this 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. 1980, ch. 135, § 10; July 1.