Section 45-03-21-04 - Petition to convert A petition to engage in a demutualization pursuant to this chapter must be filed with the commissioner and must contain the following:
1. The proposed plan of conversion; 2. The proposed articles of incorporation and bylaws of the converted insurer; 3. A list of the proposed officers and directors of the converted insurer, stating each of those individual's principal occupation, all offices and positions held during the past five years, and any conviction of crimes other than minor traffic violations during the past ten years and specifying any other relationship that will exist between such individual and the converting insurer; 4. A narrative explanation of the reasons for, and purposes of, the proposed demutualization, including an analysis of alternative transactions considered; 5. A description and analysis of the anticipated risks and benefits for the converting insurer associated with the proposed demutualization; 6. A description and analysis of the anticipated risks and benefits for the insureds, eligible members, and other members of the converting insurer associated with the proposed demutualization; 7. An explanation of the anticipated effect of the demutualization on the profitability, solvency, and market position of the converting insurer; 8. An explanation of the anticipated tax implications of the proposed demutualization for the converting insurer and whether the demutualization would constitute a taxable event for its eligible members, insureds, and other members; 9. An explanation of the anticipated effect of the demutualization on insurance coverages provided by the converting insurer, including the anticipated effect on the scope and costs of such coverages; 10. The resolution of the board of directors of the converting insurer authorizing the demutualization, certified by the secretary of the company; 11. Pro forma financial statements for the converted insurer, projecting its financial condition for the three years immediately following the demutualization; 12. The proposed plan of operation for the converted insurer; 13. A summary of the plan of conversion and any other materials that the converting insurer proposes to send to members and eligible members to seek their approval of the conversion plan; 14. The proposed form of notice required pursuant to section 45-03-21-07 to members must include a reasonable description of all material terms of the conversion plan in order that the members may make an informed decision as to whether or not to vote in favor of approval of such conversion plan. Such notice must also be sent to eligible members in order that they may make an informed decision as to whether or not to participate in the hearing. The information provided to members and eligible members in accordance with this section must also include a fair and adequate description of all risks and potential adverse consequences that may arise from the demutualization; and 15. Such additional information as the commissioner reasonably deems necessary to assure that the plan complies with the standards set forth in section 45-03-21-07. N.D. Admin Code 45-03-21-04
Effective February 1, 2000.General Authority: NDCC 26.1-12-32
Law Implemented: NDCC 26.1-12-32