40-511. Same; approval by two-thirds vote of policyholders; notice of meeting; summary of agreement.
40-511
40-511. Same; approval by two-thirds vote of policyholders; noticeof meeting; summary of agreement.(a) After a proposed agreement of merger or consolidation has been filedwith the commissioner of insurance and has not been disapproved inaccordance with K.S.A. 40-510, and if the insurer is thenunimpaired, such agreement shall be submitted to the domestic insurer'spolicyholders for approval at a regular or special meeting of thepolicyholders.
(b) Not less than twenty (20) days before any such meeting, writtennotices of the meeting and of the proposed merger or consolidation shallbe given to each policyholder of each insurer. The notice shall statethe day, hour, place and purposes of the meeting and be accompanied by abrief summary of the agreement of merger or consolidation, as the casemay be. The notice and summary shall be subject to approval by thecommissioner of insurance. Notice and accompanying summary shall bedeemed given when enclosed in an envelope addressed to each policyholderat the address last of record with the insurer and deposited postagepaid in a depository of the United States post office. In the event ofa merger, if at the year end prior to the date of merger the totaladmitted assets, as reflected by the most recent annual statement filedwith the commissioner of insurance of the company that is to survive,are equal to or greater than five (5) times that of the total admittedassets, as reflected by the most recent annual statement filed with thecommissioner of insurance, of the company or companies that are not tosurvive, in lieu of notice by mail, notice, subject to approval by thecommissioner, may be given to the policyholders of the larger insurer bypublication in a newspaper of general circulation in either of the two(2) largest cities in each state in which the insurers are authorized totransact an insurance business.
(c) Upon receiving the affirmative vote of two-thirds (2/3) of allvotes cast by policyholders present or represented by written proxy ateach meeting, such agreement shall be deemed to have been approved.Each policyholder of the insurers shall be bound by such vote withoutright of dissent other than the right to vote against the proposal atthe meeting. A dissenting policyholder shall have no right or equity asto assets of the insurer except as expressly provided in thepolicyholder's policy or policies. Should any such agreement fail toreceive the required number of votes, it shall be null and void.
History: L. 1980, ch. 135, § 5; July 1.