Any fraternal benefit society organized under the laws of this state may convert itself into a stock life insurance company or a mutual life insurance company, which may be a continuation of such society under an amended charter, if such society is then incorporated, or a new corporation formed for such purpose if such society is then unincorporated. In either event, the conversion of such society into a stock life insurance company or a mutual life insurance company shall be effected as provided in this chapter.
(a) The reorganized and converted corporation shall be obligated to carry out and perform all of the obligations of every kind and character owing by the former fraternal benefit society to the holders of its policies or beneficial certificates, and the same may be enforced against it to the same extent as if the policies and beneficial certificates had been issued by it after such conversion.
(b) Any pending actions wherein the former fraternal benefit society was a party shall be unaffected by the conversion thereof and shall be prosecuted by or against such reorganized and converted corporation the same as if the conversion had not taken place.
The insurer, after conversion from a fraternal benefit society, shall maintain separate records of premiums received by it on account of policies and certificates originally issued while a fraternal benefit society and continuing in force without material change as to form or basis of premium. All such premiums shall be exempt from premium taxes to the same extent, if any, as to which exempted if currently received by a domestic fraternal benefit society.
(a) The proposed plan for the conversion of the society into a stock or mutual life insurer shall be prepared in writing, setting forth in full the terms and conditions thereof. After approval of the plan by the society's board of directors, the society shall file the plan of conversion with the commissioner.
(b) If, upon examination thereof, the commissioner is of the opinion that the plan is complete, is in compliance with the law, is fair and equitable to the certificate holders and interests of the society and that no reasonable objection thereto exists, he shall approve the plan; if he finds otherwise, the commissioner shall disapprove the plan. If not disapproved and written notice thereof given the society within 30 days after the date of filing with the commissioner, the plan shall be deemed to have been approved as of the expiration of such 30 days' period. In any such notice of disapproval, the commissioner shall state the reasons for disapproval.
(c) No society shall effectuate any plan of conversion which has been disapproved by the commissioner.
After the plan of conversion has been approved by the commissioner, the society shall mail notice by registered or certified mail to all of its subordinate lodges or branches, by whatever name called, stating that a proposal will be made at a meeting of the supreme governing or legislative body of the society, to be held at least 90 days after the mailing of the notice, to convert the society into a stock or mutual life insurer and enclosing a copy of the proposed plan of conversion.
Pursuant to the notice provided for in Section 27-35-3, the supreme governing or legislative body shall adopt a resolution authorizing the conversion of the society into a stock or mutual insurer, as the case may be, and shall ratify articles of incorporation, if the society is then unincorporated, or amend the society's articles of incorporation if it is then incorporated, to comply with the requirements of this title.
(a) The articles of incorporation so adopted or as so amended, as the case may be, shall be filed with the probate judge as required of domestic insurers under this title; except, that no bond or solicitation permit shall be required.
(b) At the time of filing of articles of incorporation or amended articles of incorporation with the commissioner, the society shall likewise file a report of the meeting of its supreme governing or legislative body referred to in Sections 27-35-3 and 27-35-4, certified by the presiding officer thereof under the corporate seal, if the society has a corporate seal.
The society shall have corporate existence as a domestic stock or mutual life insurer upon issuance of the certificate of incorporation by the commissioner or approval of the amended articles of incorporation, as the case may be; but it shall not transact business as an insurer until all its authorized capital stock, if a stock insurer, has been subscribed and paid in full and it has otherwise qualified for, and received from the commissioner, a certificate of authority as provided in this title for legal reserve insurers.
If the fraternal benefit society is to be converted into a stock life insurer, the plan of conversion shall make reasonable provisions under which each adult certificate holder of the society shall have the preemptive right to subscribe to and purchase that proportion of the total authorized capital which the amount of his insurance bears to the society's total insurance in force at a date to be specified in such plan; except, that if more than 75 percent of the society's adult certificate holders are residents of this state, such preemptive right may, in the commissioner's discretion, under the plan be limited to such residents.
(a) When a fraternal benefit society has complied with the provisions of this chapter and with the laws of this state relating to domestic stock life insurers or domestic mutual life insurers, as the case may be, and has received from the commissioner a certificate of authority to transact business in this state, its reorganization and conversion into such stock insurer or mutual insurer shall be complete.
(b) The reorganized and converted corporation shall be deemed in law to be a continuation of the fraternal benefit society, whether the reorganization and conversion shall have been accomplished by the formation of a new corporation or by the amendment of the certificate of incorporation of the former society; and such reorganized and converted corporation shall succeed to, and become invested with, all and singular, the rights, privileges, franchises, and all property, real, personal or mixed, and all debts due on any account and all other things in action theretofore belonging to such fraternal benefit society; and all property, rights, privileges, franchises and all and every other interest shall thereafter be as effectually the property of such reorganized and converted corporation as they were of the former fraternal benefit society; and the title to any real estate, by deed or otherwise vested in such former fraternal benefit society, shall vest in such reorganized and converted corporation and shall not in any way be impaired by reason of the conversion.
Rights of creditors and all liens upon the property of the former fraternal benefit society shall be preserved unimpaired after the society's conversion, and the former fraternal benefit society shall be deemed to continue in existence in order to preserve the same; and all debts, liabilities and duties of the former fraternal benefit society shall thenceforth attach to the reorganized and converted corporation and may be enforced against it to the same extent as if said debts, duties and liabilities had been incurred or contracted by it.