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House Journal: Page 1960: Wednesday, April 26, 1995

43   the approval of the commissioner, may reorganize by
44   merging its policyholders membership interests into a
45   mutual insurance holding company formed pursuant to
46   subsection 1 and continuing the corporate existence of
47   the reorganizing insurance company as a stock
48   insurance company subsidiary of the mutual insurance
49   holding company.  The commissioner, after a public
50   hearing as provided in section 521A.3, subsection 4,

Page   8

 1   paragraph "b", if satisfied that the interest of the
 2   policyholders are properly protected and that the
 3   merger is fair and equitable to the policyholders, may
 4   approve the proposed merger and may require as a
 5   condition of approval such modifications of the
 6   proposed merger as the commissioner finds necessary
 7   for the protection of the policyholder's interests.
 8   The commissioner may retain consultants as provided in
 9   section 521A.3, subsection 4, paragraph "c".  A merger
10   pursuant to this section is subject to section 521A.3,
11   subsections 1, 2, and 3.  The commissioner shall
12   retain jurisdiction over the mutual insurance holding
13   company organized pursuant to this section to assure
14   that policyholder interests are protected.
15     b.  All of the initial shares of the capital stock
16   of the reorganized insurance company shall be issued
17   to the mutual insurance holding company.  The
18   membership interests of the policyholders of the
19   reorganized insurance company shall become membership
20   interests in the mutual insurance holding company.
21   Policyholders of the reorganized insurance company
22   shall be members of the mutual insurance holding
23   company in accordance with the articles of
24   incorporation and bylaws of the mutual insurance
25   holding company.  The mutual insurance holding company
26   shall at all times own a majority of the voting shares
27   of the capital stock of the reorganized insurance
28   company.  A merger of policyholder's membership
29   interests in a mutual insurance company into a mutual
30   insurance holding company shall be deemed to be a
31   merger of insurance companies pursuant to chapter 521
32   and chapter 521 is also applicable.
33     3.  A mutual insurance holding company resulting
34   from the reorganization of a domestic mutual insurance
35   company organized under chapter 491 shall be
36   incorporated pursuant to chapter 491.  This
37   requirement shall supersede any conflicting provisions
38   of section 491.1.  The articles of incorporation and
39   any amendments to such articles of the mutual
40   insurance holding company shall be subject to approval
41   of the commissioner and the attorney general in the
42   same manner as those of an insurance company.
43     4.  A mutual insurance holding company is deemed to

Iowa General Assembly

Index: House Journal (76th General Assembly: Session 1)

© 1995 Cornell College and League of Women Voters of Iowa

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URL: /DOCS/GA/76GA/Session.1/HJournal/01900/01960.html
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