Iowa Code 521I.7 – Approval of plan of division — articles of incorporation and bylaws
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1. A dividing insurer shall not file a plan of division with the commissioner until such plan of division has been approved in accordance with all provisions of the dividing insurer‘s articles of incorporation and bylaws. If the dividing insurer’s articles of incorporation and bylaws do not provide for approval of a plan of division, the dividing insurer shall not file the plan of division with the commissioner unless such plan of division has been approved in accordance with all provisions of the dividing insurer’s articles of incorporation and bylaws that provide for approval of a merger.
Terms Used In Iowa Code 521I.7
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Board: means the engineering and land surveying examining board provided by this chapter. See Iowa Code 542B.2
- Commissioner: means the commissioner of insurance. See Iowa Code 521I.1
- Dividing insurer: means a domestic stock insurer that approves a plan of division. See Iowa Code 521I.1
- division: means a transaction in which a domestic stock insurer splits into two or more resulting domestic stock insurers. See Iowa Code 521I.1
- Insurer: means a person duly licensed in this state as an insurance company pursuant to this subtitle. See Iowa Code 510.1B
2. If a provision of a dividing insurer’s articles of incorporation or bylaws adopted before July 1, 2019, requires that a specific number of or a percentage of the board of directors or shareholders propose or adopt a plan of merger or impose other procedures for the proposal or adoption of a plan of merger, the dividing insurer shall adhere to such provision in proposing or adopting a plan of division. If any such provision of the articles of incorporation or bylaws is amended on or after July 1, 2019, the amended provision shall apply to a division occurring after adoption of the amendment only in accordance with the express terms of the provision as amended.