17B:18-61 - Merger and consolidation of mutual insurers
17B:18-61. Merger and consolidation of mutual insurers
a. A domestic mutual insurer may merge or consolidate with one or more domestic or foreign mutual insurers in the following manner and subject to the following provisions:
b. (1) The plan for merger or consolidation may be proposed at any meeting of the board of directors of a domestic insurer by the affirmative vote of 2/3 of the total number of directors of the insurer.
(2) The plan for consolidation or merger proposed as required by paragraph (1) of this subsection, shall be submitted to a meeting of the policyholders of each domestic insurer, and may be effective only if adopted at such meeting by the affirmative vote, in person or by proxy, of a majority of the votes cast by policyholders who are qualified voters and who vote thereon. The said meeting shall be held upon such reasonable notice as has been approved by the commissioner and the notice shall fully set forth the terms and conditions of the proposed plan and agreement of merger or consolidation.
c. No such merger or consolidation shall be effectuated unless in advance thereof the plan and agreement therefor have been filed with the commissioner and approved in writing by him after a hearing thereon. The commissioner shall give such approval within a reasonable time after such hearing unless he finds such plan or agreement:
(1) Is contrary to law; or
(2) Inequitable to the policyholders of any insurer involved; or
(3) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this State or elsewhere.
(4) Involves the merger of a domestic insurer into a nonadmitted foreign insurer.
d. No director, officer, agent or employee of any insurer party to such merger or consolidation shall receive any fee, commission, compensation or other valuable consideration whatsoever for in any manner aiding, promoting or assisting therein except as set forth in such plan or agreement.
e. If the commissioner does not approve any such plan or agreement he shall so notify the insurer in writing specifying in detail his reasons therefor.
f. Upon such merger or consolidation all the rights, franchises, and interest of the insurers so merging or consolidating, in and to every species of property and things in action belonging to them, or either of them, shall be deemed to be transferred to and vested in the insurer resulting from such merger or consolidation, without any other deed or transfer, and the merged or consolidated insurer shall hold and enjoy the same to the same extent as if the merging or consolidating insurers, or either of them, had continued to retain their titles and transact business.
L.1971, c. 144, s. 17B:18-61.