Arizona Laws 20-482.05. Status of mutual holding company as corporation; status of insurer; rights and obligations of members; voting; articles of incorporation
A. A mutual holding company is not an insurer for the purposes of this title, except that sections 20-704, 20-713, 20-713.01, 20-714, 20-716, 20-723, 20-730, 20-733 and 20-735 apply to a mutual holding company as if the mutual holding company were a domestic mutual insurer.
Terms Used In Arizona Laws 20-482.05
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Contract: A legal written agreement that becomes binding when signed.
- Converted stock insurer: means a domestic stock insurer into which a domestic mutual insurer is converted as part of a reorganization. See Arizona Laws 20-482
- including: means not limited to and is not a term of exclusion. See Arizona Laws 1-215
- Intermediate stock holding company: means a corporation that satisfies all of the following:
(a) The corporation was incorporated under title 10. See Arizona Laws 20-482
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Member: means :
(a) With respect to a domestic mutual insurer, a member as described in section 20-715. See Arizona Laws 20-482
- Membership interest: means :
(a) With respect to a converting mutual insurer, interest as set forth in section 20-716. See Arizona Laws 20-482
- Mutual holding company: means a corporation that is formed and existing under the laws of this state and pursuant to the reorganization of a mutual insurance company. See Arizona Laws 20-482
- Quorum: The number of legislators that must be present to do business.
- Reorganization: means a process by which a domestic mutual insurer is converted to a domestic stock insurer and a mutual holding company is organized. See Arizona Laws 20-482
B. A mutual holding company may not dissolve or liquidate without approval by the director or unless required by judicial order. The director retains jurisdiction over a mutual holding company, any intermediate stock holding company and any subsidiary of an intermediate stock holding company as provided in this section and Section 20-481.20.
C. The members of a mutual holding company have the rights and obligations set forth in this section and in the articles of incorporation and bylaws of the mutual holding company. A member of a mutual holding company may not transfer membership in the mutual holding company or any right arising from such membership. Such limitation on the transfer of membership or rights arising from membership does not restrict the assignment of a policy that is otherwise permissible. A member of a mutual holding company is not personally liable for the acts, debts, liabilities or obligations of the mutual holding company merely by reason of being a member. An assessment of any kind may not be imposed on a member of a mutual holding company. Any premium due under an insurance policy or contract issued to a member of a mutual holding company is not considered an assessment.
D. A membership interest in a mutual holding company does not constitute a security as defined in section 44-1801.
E. Each member of a mutual holding company is entitled to one vote on each matter coming before a meeting of the members and for each director to be elected regardless of the number of policies or amount of insurance and benefits held by such member. The mutual holding company’s bylaws shall set forth the voting rights of the members of a mutual holding company.
F. Meetings of the members of a mutual holding company shall be governed in the same manner as if the mutual holding company were a domestic mutual insurer, including provisions governing quorum requirements, the approval of matters by the members and the election of directors by the members.
G. The articles of incorporation of a mutual holding company shall contain all the following provisions:
1. The name of the mutual holding company. The name shall include the words "mutual holding company" or "mutual insurance holding company" or other words connoting the mutual character of the mutual holding company that are approved by the director.
2. A provision specifying that the mutual holding company is not authorized to issue capital stock, whether voting or nonvoting.
3. A provision setting forth any rights of the members of the mutual holding company on dissolution or liquidation.
H. A mutual holding company shall automatically be a party to any rehabilitation or liquidation proceeding involving the converted stock insurer that as a result of a reorganization is a direct or indirect subsidiary of the mutual holding company. In such a proceeding, the assets of the mutual holding company shall be counted as assets of the estate of the converted stock insurer for the purpose of satisfying the claims of the policyholders of the converted stock insurer.