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27-27-44
Section 27-27-44 Conversion of mutual insurer into stock insurer. (a) A mutual insurer may
become a stock insurer under such plan and procedure as may be approved by the commissioner
after a hearing thereon. (b) The commissioner shall not approve any such plan or procedure
unless: (1) It is equitable to the insurer's members; (2) It is subject to approval by vote
of not less than three-fourths of the insurer's current members voting thereon in person,
by proxy, or by mail at a meeting of members called for the purpose pursuant to such reasonable
notice and procedure as may be approved by the commissioner; if a life insurer, right to vote
may be limited to members who hold policies other than term or group policies and whose policies
have been in force for not less than one year; (3) The equity of each policyholder in the
insurer is determinable under a fair formula approved by the commissioner, which such equity
shall be based upon not less than the insurer's entire surplus, after...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-27-44.htm - 3K - Match Info - Similar pages
27-28-1
Section 27-28-1 Plan for exchange of stock, etc., between domestic stock insurer and holding
company - Authority. A domestic stock insurance company, hereinafter referred to in this chapter
as "domestic company," may cause a corporation to be organized under the laws of
this state or any other state of the United States of America to act as a holding company,
hereinafter referred to in this chapter as "holding company," which may, or may
not, be an insurance corporation, and the domestic company and holding company may adopt a
plan for an exchange of stock or other securities in which stockholders of the domestic company
exchange their stock for shares of stock or other securities issued by the holding company
pursuant to the provisions of Section 27-28-2. Such plan of exchange may provide for a direct
exchange of stock or other securities between the stockholders of the domestic company and
the holding company or may include provision for the merger of a wholly owned subsidiary of
the...
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10A-2A-17.03
Section 10A-2A-17.03 Certain amendments and transactions; votes required. (a) Unless the certificate
of incorporation requires a greater vote, in addition to any other approval of stockholders
required under this chapter, the approval of at least two-thirds of the votes entitled to
be cast thereon, and, if any class or series of stock is entitled to vote as a separate group
thereon, the approval of at least two-thirds of the votes entitled to be cast by that voting
group, shall be required for a corporation that is not a benefit corporation to: (1) amend
its certificate of incorporation to include a statement that it is subject to this article;
or (2)(i) merge with or into another entity, or effect a conversion, if, as a result of the
merger or conversion, the stock of any voting group would become, or be converted into or
exchanged for the right to receive, stock of a benefit corporation or stock or interests in
an entity subject to provisions of organic law analogous to those in this...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-17.03.htm - 4K - Match Info - Similar pages
27-21A-23
Section 27-21A-23 Statutory construction and relationship to other laws. (a) Except as otherwise
provided in this chapter, provisions of the insurance law and provisions of health care service
plan laws shall not be applicable to any health maintenance organization granted a certificate
of authority under this chapter. This provision shall not apply to an insurer or health care
service plan licensed and regulated pursuant to the insurance law or the health care service
plan laws of this state except with respect to its health maintenance organization activities
authorized and regulated pursuant to this chapter. (b) Solicitation of enrollees by a health
maintenance organization granted a certificate of authority shall not be construed to violate
any provision of law relating to solicitation or advertising by health professionals. (c)
Any health maintenance organization authorized under this chapter shall not be deemed to be
practicing medicine and shall be exempt from the provisions of...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-21A-23.htm - 2K - Match Info - Similar pages
10A-2A-6.30
Section 10A-2A-6.30 Stockholders' preemptive rights. (a) The stockholders of a corporation
do not have a preemptive right to acquire the corporation's unissued stock except to the extent
the certificate of incorporation so provides. (b) A statement included in the certificate
of incorporation that "the corporation elects to have preemptive rights" (or words
of similar effect) means that the following principles apply except to the extent the certificate
of incorporation expressly provides otherwise: (1) The stockholders of the corporation have
a preemptive right, granted on uniform terms and conditions prescribed by the board of directors
to provide a fair and reasonable opportunity to exercise the right, to acquire proportional
amounts of the corporation's unissued stock upon the decision of the board of directors to
issue them. (2) A preemptive right may be waived by a stockholder. A waiver evidenced by a
writing is irrevocable even though it is not supported by consideration. (3)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.30.htm - 3K - Match Info - Similar pages
5-17-22
Section 5-17-22 Merger and conversion procedures. Any credit union, with the approval of the
Administrator of the Alabama Credit Union Administration, may merge with another credit union,
under the existing certificate of organization of the other credit union, pursuant to any
plan agreed upon by the majority of each board of directors of each credit union joining in
the merger. In addition to approval by the administrator and each board of directors, the
membership of the merging credit union must also approve the merger plan in the following
manner: (1) At a meeting called for that purpose, notice of which purpose must be contained
in the call, two-thirds of those voting may vote to approve the merger plan. Voting must be
conducted in accordance with the bylaws of the credit union. The notice must be provided to
the members at least 45 calendar days, but no more than 90 calendar days, prior to the date
of the meeting. (2) After agreement by the directors and approval by the members...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/5-17-22.htm - 5K - Match Info - Similar pages
27-31-28
Section 27-31-28 Merger or conversion of domestic insurer. (a) A domestic reciprocal insurer,
upon affirmative vote of not less than two thirds of its subscribers who vote on such merger,
pursuant to due notice and the approval of the commissioner of the terms therefor, may merge
with another reciprocal insurer or be converted to a stock or mutual insurer. (b) Such a stock
or mutual insurer shall be subject to the same capital or surplus requirements and shall have
the same rights as a like domestic insurer transacting like kinds of insurance. (c) The commissioner
shall not approve any plan for such merger or conversion which is inequitable to subscribers
or which, if for conversion to a stock insurer, does not give each subscriber preferential
right to acquire stock of the proposed insurer proportionate to his interest in the reciprocal
insurer, as determined in accordance with Section 27-31-27 and a reasonable length of time
within which to exercise such right. (Acts 1971, No. 407,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-31-28.htm - 1K - Match Info - Similar pages
27-34-26
Section 27-34-26 Beneficiaries. (a) The member shall have the right at all times to change
the beneficiary, or beneficiaries, in accordance with the constitution, laws, or rules of
the society. Every society by its constitution, laws, or rules may limit the scope of beneficiaries
and shall provide that no beneficiary shall have or obtain any vested interest in the proceeds
of any certificate until the certificate has become due and payable in conformity with the
provisions of the insurance contract. (b) A society may make provision for the payment of
funeral benefits to the extent of such portion of any payment under a certificate as might
reasonably appear to be due to any person equitably entitled thereto by reason of having incurred
expense occasioned by the burial of the member, but the portion so paid shall not exceed the
sum of $500.00. (c) If, at the death of any member, there is no lawful beneficiary to whom
the insurance benefits are payable, the amount of such benefits,...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-34-26.htm - 1K - Match Info - Similar pages
27-34-32
Section 27-34-32 Accident or health and total or permanent disability insurance contracts.
(a) No domestic, foreign, or alien society authorized to do business in this state shall issue
or deliver in this state any certificate or other evidence of any contract of accident insurance
or health insurance or of any total and permanent disability insurance contract unless and
until the form thereof, together with the form of application and all riders or endorsements
for use in connection therewith, shall have been filed with the commissioner. (b) The commissioner
shall have power, from time to time, to make, alter, and supersede reasonable regulations
prescribing the required, optional, and prohibited provisions in such contracts, and such
regulations shall conform, as far as practicable, to the provisions of Chapter 19 of this
title. Where the commissioner deems inapplicable, either in part or in their entirety, the
provisions of Chapter 19 of this title, he may prescribe the portions, or...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/27-34-32.htm - 1K - Match Info - Similar pages
10A-2A-6.27
Section 10A-2A-6.27 Restriction on transfer of stock. (a) The certificate of incorporation,
the bylaws, an agreement among stockholders, or an agreement between stockholders and the
corporation may impose restrictions on the transfer or registration of transfer of stock of
the corporation. A restriction does not affect stock issued before the restriction was adopted
unless the holders of the stock are parties to the restriction agreement or voted in favor
of the restriction. (b) A restriction on the transfer or registration of transfer of stock
is valid and enforceable against the corporation, the holder, or a transferee of the holder
if the restriction is authorized by this section and as provided in Section 10A-1-3.42, and
its existence is noted conspicuously on the front or back of the certificate or is contained
in the information required by Section 10A-1-3.45. Unless so noted or contained, a restriction
is not enforceable against a person without knowledge of the restriction. (c)...
alisondb.legislature.state.al.us/alison/CodeOfAlabama/1975/10A-2A-6.27.htm - 2K - Match Info - Similar pages
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