After being authorized to transact one (1) kind of insurance, a mutual insurer may be authorized to transact any additional kinds of insurance as are permitted under W.S. 26-3-107, while otherwise in compliance with this code and while maintaining unimpaired surplus funds in an amount not less than the amount of paid-in capital stock and surplus required to be maintained by a domestic stock insurer transacting the same kinds of insurance.
(a) Each policyholder of a domestic mutual insurer, other than a reinsurance contract, is a member of the insurer with all rights and obligations of the membership, and the policy shall so specify.
(b) Any person, government or governmental agency, state or political subdivision thereof, public or private corporation, board, association, firm, estate, trustee or fiduciary may be a member of a domestic, foreign or alien mutual insurer. Any officer, stockholder, trustee or legal representative of any such corporation, board, association or estate may be recognized as acting for or on its behalf for the purpose of the membership, and is not personally liable upon any contract of insurance for acting in that representative capacity.
(c) Any domestic corporation may participate as a member of a mutual insurer as an incidental purpose for which the corporation is organized, and as such is granted the rights and powers expressly conferred.
(a) A domestic mutual insurer shall have bylaws for the government of its affairs. The insurer's initial board of directors shall adopt original bylaws, subject to the approval of the insurer's members at the next meeting of members.
(b) The bylaws shall contain provisions, consistent with this code, relating to:
(i) The voting rights of members;
(ii) Election of directors, and the number, qualifications, terms of office and powers of directors;
(iii) Annual and special meetings of members;
(iv) The number, designation, election, terms and powers and duties of the corporate officers;
(v) Deposit, custody, disbursement and accounting for corporate funds;
(vi) Fidelity bonds covering any officers and employees of the insurer handling its funds, to be issued by a corporate surety and to be in an amount as may be reasonable; and
(vii) Any other matters as may be customary, necessary or convenient for the management or regulation of corporate affairs.
(c) The insurer shall promptly file with the commissioner a copy, certified by the insurer's secretary, of its bylaws and of every modification thereof or addition thereto. The commissioner, after a hearing held thereon, shall disapprove any bylaw provision he deems unlawful, unreasonable, inadequate, unfair or detrimental to the proper interests or protection of the insurer's members or any class thereof. The insurer, after receiving written notice of disapproval and during the existence of that disapproval, shall not carry out any bylaw provision disapproved.
26-24-117. Meetings of members of domestic mutual insurers; where held; annual meeting.
(a) Meetings of members of a domestic mutual insurer shall be held in the city or town of its registered office in this state, except as may otherwise be provided in the insurer's bylaws with the commissioner's approval.
(b) Each domestic mutual insurer, during each calendar year shall:
(i) Hold the annual meeting of its members to fill vacancies existing or occurring in the board of directors;
(ii) Receive and consider reports of the insurer's officers as to its affairs; and
(iii) Transact any other business as may properly be brought before it.
(c) Written notice of the time and place of the annual meeting of members shall be given members not less than thirty (30) days prior to the meeting. Notice may be given by imprinting the notice plainly on the policies issued by the insurer or in any other appropriate manner. Any change of the date or place of the annual meeting shall be made only by an annual meeting of members. Notice of any change, among other appropriate methods, may be given:
(i) By imprinting the new date or place on all policies which will be in effect as of the date of the changed meeting; or
(ii) Unless the commissioner otherwise orders, through policies issued after the date of the annual meeting at which the change was made and in premium notices and renewal certificates issued during the twenty-four (24) months immediately following the meeting.
(d) If the required annual meeting of members has not been held during the previous calendar year, the commissioner, upon written request of any officer, director or member of the insurer, shall cause written notice of the meeting to be given to the insurer's members, and the meeting shall be held as soon as reasonably possible thereafter.
26-24-118. Meetings of members of domestic mutual insurers; special meetings.
(a) A special meeting of the members of a mutual insurer may be held for any lawful purpose. The meeting shall be called by the corporate secretary pursuant to request of the insurer's president or of its board of directors, or upon request in writing signed by not less than one-tenth (1/10) of the insurer's members. The meeting shall be held at such time as the secretary may fix, but not less than ten (10) nor more than thirty (30) days after receipt of the request. If the secretary fails to issue the call, the president, directors or members making the request may do so.
(b) Not less than ten (10) days written notice of the meeting shall be given. Notice addressed to the insurer's members at their post office addresses last of record with the insurer and deposited, postage prepaid, in a letter depository of the United States post office, is deemed to have been given when so mailed. Instead of a mailed notice the insurer may publish the notice in any publication as shall afford a majority of its members a reasonable opportunity to have actual advance notice of the meeting. The notice shall state the purposes of the meeting, and no business shall be transacted at the meeting of which notice was not so given.
26-24-119. Voting rights of members of mutual insurers.
(a) Each member of a mutual insurer is entitled to one (1) vote upon each matter coming to a vote at meetings of members.
(b) A member has the right to vote in person or by his written proxy filed with the corporate secretary not less than five (5) days prior to the meeting. No proxy shall be made irrevocable, nor be valid beyond the earlier of the following dates:
(i) The date of expiration set forth in the proxy; or
(ii) The date of termination of membership; or
(iii) Five (5) years from the date of execution of the proxy.
(c) No member's vote upon any proposal to divest the insurer of its business or assets, or the major part thereof, shall be registered or taken except in person or by proxy newly executed and specific as to the matter to be voted upon.
26-24-120. Information to stockholders of domestic stock insurers; proxy regulations.
(a) This section applies to all domestic stock insurers except:
(i) A domestic stock insurer having less than one hundred (100) stockholders, except that if ninety-five percent (95%) or more of the insurer's stock is owned or controlled by a parent or affiliated insurer, this section does not apply to that insurer unless its remaining shares are held by five hundred (500) or more stockholders;
(ii) Domestic stock insurers which file with the securities and exchange commission forms of proxies, consents and authorizations pursuant to the Securities Exchange Act of 1934 (15 U.S.C. § 78a et seq.), as amended.
(b) Any domestic stock insurer subject to this section shall seasonably furnish its stockholders in advance of stockholders meetings, information in writing reasonably adequate to inform them of all matters to be presented by the insurer's management for consideration of stockholders at the meeting.
(c) No person shall solicit a proxy, consent or authorization in respect of any stock of a domestic stock insurer subject to this section unless he furnishes the person solicited with written information reasonably adequate as to:
(i) The material matters in regard to which the powers solicited are proposed to be used; and
(ii) The persons on whose behalf the solicitation is made, and the interest of the persons in relation to those matters.
(d) No person shall furnish to another, information which the informer knows or has reason to believe is false or misleading as to any material fact, or which fails to state any material fact reasonably necessary to prevent any other statement made from being misleading.
(e) Except as provided in subsection (f) of this section, the form of all proxies shall:
(i) Conspicuously state on whose behalf the proxy is solicited;
(ii) Provide for dating the proxy;
(iii) Impartially identify each matter or group of related matters intended to be acted upon;
(iv) Provide means for the principal to instruct the vote of his shares as to approval or disapproval of each matter or group, other than election to office; and
(v) Be legibly printed, with context suitably organized.
(f) A proxy may confer discretionary authority:
(i) As to matters in which choice is not specified pursuant to paragraph (e)(iv) of this section, if the form conspicuously states how it is intended to vote the proxy or authorization in each such case; and
(ii) As to other matters which may come before the meeting but unknown for a reasonable time prior to the solicitation by the persons on whose behalf the solicitation is made.
(g) No proxy shall confer authority to vote:
(i) For election of any person to any office for which a bona fide nominee is not named in the proxy statement; or
(ii) In any annual meeting, or adjournment thereof, other than the annual meeting immediately following the date on which the proxy statement and form are furnished stockholders.
(h) The commissioner may promulgate reasonable rules and regulations to carry out the purpose of this section, and in so doing shall consider rules and regulations promulgated for similar purposes by the insurance supervisory officials of other states.
(a) The affairs of each domestic insurer shall be managed by a board of directors consisting of not less than five (5) nor more than twenty-one (21) directors.
(b) Directors, other than initial directors named in the insurer's articles of incorporation, shall be elected by the members or stockholders of a domestic insurer at the annual meeting of stockholders or members. Directors may be elected for terms of not more than five (5) years each and until their successors are elected and have qualified. If the directors are to be elected for terms of more than one (1) year, the insurer's bylaws shall provide for a staggered term system under which the terms of a proportionate part of the members of the board of directors shall expire on the date of each annual meeting of stockholders or members.
(c) A director of a mutual insurer shall be a policyholder thereof.
(d) As to an insurer operating as an authorized insurer only in the state of Wyoming, a majority of the members of the insurer's board of directors shall be citizens of and shall actually reside in this state.
(e) Any executive committee of a board of directors shall consist of not less than three (3) directors, a majority of whom shall reside in this state.
26-24-123. Management in national emergency; purpose of emergency provisions.
The specific purpose of W.S. 26-24-124 through 26-24-126 is to facilitate the continued operation of domestic insurers if a national emergency is caused by an attack on the United States or by a nuclear, atomic or other disaster which makes it impossible or impracticable for an insurer to conduct its business in strict accord with applicable provisions of law, its bylaws or its charter.
The board of directors of any domestic insurer may at any time adopt emergency bylaws, subject to repeal or change by action of those having power to adopt regular bylaws for the insurer, which shall be operative during a national emergency and which may, notwithstanding any different provisions of the regular bylaws, or of the applicable statutes, or of the insurer's charter, make any provision that may be reasonably necessary for the insurer's operation during the period of the emergency.
26-24-125. Emergency provisions in lieu of bylaws.
(a) If the board of directors of a domestic insurer does not adopt emergency bylaws, the following provisions are effective in case of a national emergency:
(i) Three (3) directors constitute a quorum for the transaction of business at all board meetings;
(ii) Any board vacancy may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director;
(iii) If there are no surviving directors, but at least three (3) vice-presidents of the insurer survive, the three (3) vice-presidents with the longest term of service are the directors and possess all of the powers of the previous board of directors and any other powers granted under this chapter or by subsequently enacted legislation. By majority vote the emergency board of directors may elect other directors. If there are not at least three (3) surviving vice-presidents, the commissioner or designated person exercising the powers of the insurance commissioner of this state shall appoint three (3) persons as directors who possess all of the powers of the previous board of directors and any other powers granted under this chapter or by subsequently enacted legislation, and these persons by majority vote may elect other directors.
26-24-126. Emergency succession of officers; change of home office location.
(a) The board of directors of a domestic insurer, by resolution, may provide that:
(i) In case of a national emergency and in case of the death or incapacity of the president, the secretary or the treasurer of the insurer, that officer, or any of them, shall be succeeded in the office by the person named or described in a succession list adopted by the board of directors which:
(A) May be on the basis of named persons or position titles;
(B) Shall establish the order of priority; and
(C) May prescribe the conditions under which the powers of the office shall be exercised.
(ii) In case of a national emergency the insurer's home office or principal place of business shall be at a location specified in the resolution, except that the resolution may provide for alternate locations and establish an order of preference.
26-24-127. Pecuniary interests of officers or directors prohibited.
(a) Any officer or director, or any member of any committee or an employee of a domestic insurer, who is charged with the duty of investing or handling the insurer's funds shall not:
(i) Deposit or invest those funds except in the insurer's corporate name;
(ii) Borrow the insurer's funds;
(iii) Be pecuniarily interested in any loan, pledge or deposit, security, investment, sale, purchase, exchange, reinsurance or other similar transaction or property of the insurer except as a stockholder or member;
(iv) Take or receive to his own use any fee, brokerage, commission, gift or other consideration for or on account of any transaction made by or on behalf of the insurer.
(b) No insurer shall guarantee any financial obligation of any of its officers or directors.
(c) This section does not prohibit any director or officer, or member of a committee or employee from:
(i) Becoming a policyholder of the insurer and enjoying the usual rights provided for its policyholders;
(ii) Participating as beneficiary in any pension trust, deferred compensation plan, profit sharing plan or stock option plan authorized by the insurer and to which he may be eligible; or
(iii) Receiving a reasonable fee for lawful services actually rendered to the insurer.
(d) The commissioner, by regulation, may define and permit additional exceptions to the prohibition contained in subsection
(a) of this section solely to enable payment:
(i) Of reasonable compensation to a director who is not otherwise an insurer's officer or employee; or
(ii) To a corporation or firm in which a director is interested, for necessary services performed or sales or purchases made to or for the insurer in the ordinary course of the insurer's business and in the usual private professional or business capacity of the director, corporation or firm.
26-24-128. Management and exclusive agency contracts.
(a) No domestic insurer shall make any contract in which any person is granted or is to enjoy in fact the management of the insurer to the substantial exclusion of its board of directors, or to have the controlling or preemptive right to produce substantially all insurance business for the insurer, or, if an officer, director or otherwise part of the insurer's management, is to receive any commission, bonus or compensation based upon the volume of the insurer's business or transactions, unless the contract is filed with and approved by the commissioner. The contract is approved unless disapproved by the commissioner within twenty (20) days from the date of filing, subject to any reasonable time extension the commissioner requires by notice given within the twenty (20) days. Any disapproval shall be delivered to the insurer in writing, stating the grounds for the disapproval.
(b) Any contract specified in subsection (a) of this section shall provide that any manager or producer of its business, within ninety (90) days after expiration of each calendar year, shall furnish the insurer's board of directors a written statement of amounts received under or on account of the contract and amounts expended thereunder during the calendar year, including the emoluments received therefrom by the directors, officers and other principal management personnel of the manager or producer, and with any classification of items and further detail as the insurer's board of directors reasonably requires.
(c) The commissioner shall disapprove any contract specified in this section if he finds that it:
(i) Subjects the insured to excessive charges;
(ii) Is to extend for an unreasonable length of time;
(iii) Does not contain fair and adequate standards of performance; or
(iv) Contains other inequitable provisions or provisions which impair the proper interests of stockholders or policyholders of the insurer.
(d) The commissioner, after a hearing held thereon, may withdraw his approval of any contract he approved, if he finds that the basis of his original approval no longer exists, or that the contract, in actual operation, is subject to disapproval on any of the grounds referred to in subsection (c) of this section.
(e) This section does not apply to contracts entered into prior to January 1, 1968, nor to extensions or amendments to those contracts.
26-24-129. Home office records and assets; penalty for removal; out-of-state branch operations.
(a) Any domestic insurer shall:
(i) Have and maintain its principal place of business and home office in this state;
(ii) Keep in the principal place of business accurate and complete accounts and records of its assets, transactions and affairs in accordance with the usual and accepted principles and practices of insurance accounting and record keeping as applicable to the kinds of insurance the insurer transacts;
(iii) Have and maintain its assets in this state, except as to:
(A) Real property and personal property appurtenant thereto lawfully owned by the insurer and located outside this state; and
(B) Any property of the insurer as may be customary, necessary and convenient to enable and facilitate the operation of its branch offices located outside this state as referred to in subsection (d) of this section.
(b) No person shall:
(i) Remove all or a material part of the records or assets of a domestic insurer from this state except:
(A) Pursuant to a plan of merger, consolidation or bulk reinsurance which the commissioner approves under this code; or
(B) For any reasonable purposes and periods of time as the commissioner approves in writing in advance of the removal; or
(ii) Conceal the records or assets or a material part thereof from the commissioner;
(iii) Retain any records or assets or a material part thereof outside this state beyond the period authorized in the commissioner's approval under which the records were removed.
(c) Any person who violates any provision of subsection
(b) of this section is guilty of a felony and, upon conviction, shall be punished by a fine of not more than ten thousand dollars ($10,000.00), or by imprisonment in the penitentiary for not more than five (5) years, or both. The commissioner may also institute delinquency proceedings against the insurer pursuant to chapter 28 of this code.
(d) This section does not prohibit an insurer from:
(i) Establishing and maintaining branch offices in other states if necessary or convenient to the transaction of its business and keeping in those branch offices the detailed records and assets customary and necessary for the servicing of its insurance in force and affairs in the territory served by the branch office, as long as the records and assets are made readily available at the branch office for examination by the commissioner at his request;
(ii) Having, depositing or transmitting the insurer's funds and assets in or to jurisdictions outside of this state required by the law of that jurisdiction or as reasonably and customarily required in the regular course of its business.
(e) An insurer may request an exemption, in writing, from holding its invested assets at a financial institution that has a physical location in this state if the insurer provides sufficient documentation that the financial institutions in this state do not have adequate technology to support the insurer's required financial reporting requirements or the financial institutions' fees are cost prohibitive for the insurer. The commissioner shall issue an order approving or denying the exemption request within thirty (30) days after all supporting documentation for the request has been received. The commissioner may vacate any previous exemption order upon the determination that there are financial institutions with physical locations in this state that provide adequate technology and competitive fee structures or if the insurer is experiencing material financial solvency concerns. The commissioner shall provide any insurer that has had its previous approval to use an out-of-state financial institution revoked at least thirty (30) days to return its invested assets to this state. Before moving any of its invested assets, the insurer shall execute a custodial agreement with the financial institution that has been approved by the commissioner.
(a) No insurer shall make any disbursement of seventy-five dollars ($75.00) or more, unless evidenced by a voucher or other document correctly describing the consideration for the payment and supported by a check or receipt endorsed or signed by or on behalf of the person receiving the money.
(b) If the disbursement is for services and reimbursement, the voucher or other document, or some other provision referred to in the voucher or other document, shall describe the services and itemize the expenditures.
(c) If the disbursement is in connection with any matter pending before any public body or public official, the voucher or other document shall also correctly describe the nature of the matter and of the insurer's interest therein.
(d) If a voucher cannot be obtained, the expenditure shall be supported by an affidavit executed by an officer of the insurer stating the reasons for the inability to obtain a voucher and the particulars of the expenditure as otherwise required by this section.
(a) A domestic stock or mutual insurer may borrow money to defray the expenses of its organization, provide it with surplus funds or for any other purpose of its business, upon a written agreement that the money is required to be repaid only out of the insurer's surplus in excess of that stipulated in the agreement. The agreement may provide for interest not exceeding six percent (6%) per annum, which interest shall or shall not constitute a liability of the insurer as to its funds other than the excess of surplus, as stipulated in the agreement. No commission or promotion expense shall be paid in connection with any such loan, except that if public offering and sale is made of the loan securities, the insurer may pay the reasonable costs thereof the commissioner approves.
(b) Any money borrowed as provided in subsection (a) of this section, together with the interest thereon if stipulated in the agreement, shall not form a part of the insurer's legal liabilities except as to its surplus in excess of the amount stipulated in the agreement, or be the basis of any setoff. Until the money is repaid financial statements filed or published by the insurer shall show as a footnote thereto the amount then unpaid together with any interest thereon accrued but unpaid.
(c) Any loan under this section is subject to the commissioner's approval. The insurer, in advance of the loan, shall file with the commissioner a statement of the purpose of the loan and a copy of the proposed loan agreement. The loan and agreement are deemed approved unless within fifteen (15) days from the date of filing, the insurer is notified of the commissioner's disapproval and the reasons therefor. The commissioner shall disapprove any proposed loan or agreement if he finds the loan is unnecessary or excessive for the purpose intended, or that the terms of the loan agreement are not fair and equitable to the parties and to other similar lenders, if any, to the insurer, or that the information filed by the insurer is inadequate.
(d) Any loan, under this section, or substantial portion thereof, to a mutual insurer shall be repaid by the insurer when no longer reasonably necessary for the purpose originally intended. No repayment of a loan shall be made by a mutual insurer unless the commissioner approves it in advance.
(e) This section does not apply to other kinds of loans obtained by the insurer in ordinary course of business, nor to loans secured by pledge or mortgage of assets.
(a) If provided for in its articles of incorporation or charter, a stock insurer or mutual insurer may:
(i) Issue any of its policies or contracts with or without participation in profits, savings, unabsorbed portions of premiums or surplus;
(ii) Classify policies issued and risks insured on a participating and nonparticipating basis; and
(iii) Subject to W.S. 26-16-503, determine the right to participate and the extent of participation of any classes of policies. Any such classification or determination shall be reasonable.
(b) A life insurer may issue both participating and nonparticipating policies or contracts only if the right or absence of right to participate is reasonably related to the premium charged.
(c) After the third policy year, no dividend, otherwise earned, is contingent upon the payment of renewal premium on any policy or contract.
(a) No domestic stock insurer shall pay any cash dividend to stockholders except out of that part of its available and accumulated surplus funds which is derived from realized net operating profits on its business and realized capital gains.
(b) A cash dividend otherwise lawful may be payable out of the insurer's earned surplus even though its total surplus is then less than the aggregate of its past contributed surplus resulting from issuance of its capital stock at a price in excess of the par value thereof.
(c) A stock dividend may be paid out of any available surplus funds in excess of the aggregate amount of surplus advanced to the insurer under arrangements authorized in W.S. 26-24-131 and then remaining unpaid by the insurer.
(d) Payment of a stock dividend is otherwise subject to W.S. 17-16-623.
26-24-134. Dividends to policyholders of mutual insurer.
(a) The directors of a domestic mutual insurer may apportion and pay or credit to its members dividends only out of that part of its surplus funds which represents net realized savings, net realized earnings and net realized capital gains, all in excess of the surplus the insurer is required by law to maintain.
(b) A dividend otherwise proper may be payable out of the savings, earnings and gains even though the insurer's total surplus is then less than the aggregate of contributed surplus remaining unpaid by the insurer.
(c) A domestic stock insurer may pay dividends to holders of its participating policies out of any available surplus funds.
(d) No dividend shall be paid which is inequitable, or which unfairly discriminates as between classifications of policies or policies within the same classifications.
(e) This section is subject to W.S. 26-16-503(c).
26-24-135. Contingent liability of mutual member generally.
(a) Except as otherwise provided in W.S. 26-24-138 with respect to nonassessable policies, each member of a domestic mutual insurer has a contingent liability, pro rata and not one (1) for another, for the discharge of its obligations. The contingent liability shall be in the maximum amount specified in the insurer's articles of incorporation consistent with W.S. 26-24-103(c)(iv).
(b) Any policy the insurer issues shall contain a statement of the contingent liability.
(c) Termination of any member's policy does not relieve the member of contingent liability for his proportion of the obligations of the insurer which accrue while the policy is in force as provided in W.S. 26-24-136.
(d) Unrealized contingent liability of members does not constitute an asset of the insurer in any determination of its financial condition.
(a) If at any time the assets of a domestic mutual insurer are less than its liabilities and the minimum amount of surplus required to be maintained by it under this code for authority to transact the kinds of insurance being transacted, and the deficiency is not secured from other sources, its directors, if approved by the commissioner, may levy an assessment only on its members who held policies providing for contingent liability at any time within the twelve (12) months immediately preceding the date the board of directors authorized the levy. Those members are liable to the insurer for the amount assessed.
(b) The levy of assessment shall be for the amount, subject to the commissioner's approval, required to cure the deficiency and to provide a reasonable amount of working funds above the minimum amount of surplus. The working funds shall not exceed five percent (5%) of the sum of the insurer's liabilities and the minimum required surplus as of the date of the levy.
(c) The assessment shall be computed upon a reasonable basis the commissioner approves in writing in advance of the levy.
(d) No member has an offset against any assessment for which he is liable, because of any claim for unearned premium or loss payable.
(e) As to life insurance, any part of an assessment upon a member which remains unpaid following notice of assessment, demand for payment and lapse of a reasonable waiting period as specified in the notice, if approved by the commissioner as being in the best interests of the insurer and its members, may be secured by placing a lien upon the cash surrender values and accumulated dividends held by the insurer to the credit of the member.
(a) The insurer shall notify each member of the amount of the assessment to be paid by written notice mailed to the member's address last of record with the insurer. Failure of the member to receive the notice within the time specified therein for the payment of the assessment or at all, is no defense in any action to collect the assessment.
(b) If a member fails to pay the assessment within the period specified in the notice, which period shall not be less than twenty (20) days from the date of mailing, the insurer may institute suit to collect the assessment.
(a) A domestic mutual insurer while maintaining unimpaired surplus funds not less in amount than the minimum paid-in capital stock and surplus required to be maintained by a domestic stock insurer, formed under this code, for authority to transact the same kinds of insurance, upon receipt of the commissioner's order so authorizing, may extinguish the contingent liability to assessment of its members as to all its policies in force and may omit provisions imposing contingent liability in all policies currently issued.
(b) The commissioner shall not authorize a domestic insurer to extinguish the contingent liability of any of its members or in any of its policies to be issued, unless it qualifies to and does extinguish the liability of all its members and in all its policies for all kinds of insurance it transacted.
(c) A foreign or alien mutual insurer may issue nonassessable policies to its members in this state pursuant to its charter and the laws of its domicile.
26-24-139. Revocation of authority to issue policies without contingent liability.
(a) The commissioner shall revoke the authority of a domestic mutual insurer to issue policies without contingent liability if:
(i) At any time the insurer's assets are less than the sum of its liabilities and the surplus required for authority; or
(ii) The insurer, by resolution of its board of directors approved by a majority of its members, requests that the authority be revoked.
(b) Without authority the insurer shall not:
(i) Issue any policy without providing therein for the policyholder's contingent liability; or
(ii) Renew any policy which is then in force without endorsing that policy to provide for contingent liability.
A domestic insurer authorized to transact insurance in another jurisdiction may frame and issue policies for delivery in that jurisdiction pursuant to application for insurance solicited and obtained therein, in accordance with the laws thereof, subject only to those restrictions, if any, contained in the insurer's charter or bylaws.
26-24-141. Impairment of capital or assets; generally.
(a) If a domestic stock insurer's paid-in capital stock, as represented by the aggregate par value of its outstanding capital stock, or the amount of its surplus, or if the amount of a domestic mutual insurer's surplus, is less than the minimum amounts the insurer is required to maintain under this code for authority to transact the kinds of insurance being transacted, the commissioner shall at once determine the amount of deficiency and notify the insurer to cure the deficiency and file proof thereof with him within the period specified in the notice. The period shall be not less than thirty (30) nor more than ninety (90) days from the date of the notice. The notice may be served by delivery to the insurer or by mailing to the insurer addressed to its principal place of business in this state.
(b) The deficiency shall be made good:
(i) In cash or in assets eligible for investment of the insurer's funds;
(ii) By amendment of the insurer's certificate of authority to cover only the kinds of insurance thereafter for which the insurer has sufficient paid-in capital stock and surplus, if a stock insurer, or surplus, if a mutual insurer, under this code; or
(iii) If a stock insurer, by reduction of the insurer's stated capital or any other lawful means, so that the insurer's resulting paid-in capital stock and surplus are not below the minimums required for the kinds of insurance it transacts.
(c) After any reduction of stated capital, if the reduction results in a decrease in the number of par values of its outstanding capital stock, the insurer's stockholders shall surrender to the insurer their affected stock certificates in exchange for new certificates to be issued for such number or par value of shares, or both, as the stockholders are then entitled to receive.
(d) If the deficiency is not cured and proof thereof filed with the commissioner within the period required by the notice as specified in subsection (a) of this section, the commissioner shall:
(i) Immediately and without further notice or hearing suspend or revoke the insurer's certificate of authority; and
(ii) Take any further action authorized under chapter 28 of this code.
26-24-142. Impairment of capital or assets; liability of directors for deficiencies.
If the insurer fails to cure the deficiency within the period allowed therefor under W.S. 26-24-141, the insurer's directors are personally liable for payment of any losses or insurance benefits on new insurance risks the insurer assumes after expiration of the period, unless the insurer's certificate of authority is thereafter reinstated.
26-24-143. Impairment of capital or assets; assessment of stockholders or members.
(a) If an insurer is a stock insurer and receives the notice specified in W.S. 26-24-141(a) and to the extent that stockholders are subject to assessment under the insurer's articles of incorporation, by resolution of its board of directors, the insurer may assess its stockholders for amounts necessary to cure the deficiency and provide the insurer with a reasonable amount of additional surplus. If any stockholder fails to pay a lawful assessment after notice given to him in person, or by mail addressed to him at his address last of record with the insurer, or in any other manner the commissioner approves, the insurer may cancel and require the return of the certificates of stock then held by the stockholder. The insurer shall issue new certificates for that number of shares as the stockholder is then entitled to upon the basis of the stockholder's proportionate interest in the amount of the insurer's capital stock as the commissioner determines to be remaining unimpaired at the time of the determination of the amount of impairment under W.S. 26-24-141, after deducting from the proportionate interest the amount of the unpaid assessment. The insurer may pay for or issue fractional shares under this subsection.
(b) If an insurer is a mutual insurer and receives the notice specified in W.S. 26-24-141(a), it may levy an assessment upon members as provided in W.S. 26-24-136.
(c) Neither this section nor W.S. 26-24-141 prohibits the insurer from curing any deficiency through any lawful means.
26-24-144. Impairment of capital or assets; transfer of shares during impairment.
Transfer of shares of stock of a domestic stock insurer made at a time when the insurer's capital or surplus is impaired, as referred to in W.S. 26-24-141(a), whether before, during or after the period allowed by the commissioner for curing the impairment, does not release the party making the transfer from liability as to impairment accruing prior to the transfer and while the party was a stockholder.
(a) A stock insurer may become a mutual insurer under any reasonable plan and procedure the commissioner approves after a hearing thereon.
(b) The commissioner shall not approve any plan, procedure or mutualization unless:
(i) It is equitable to stockholders and policyholders;
(ii) It is subject to approval by the holders of not less than three-fourths (3/4) of the insurer's outstanding capital stock having voting rights, and by not less than two-thirds (2/3) of the insurer's policyholders who vote on the plan in person, by proxy or by mail pursuant to a reasonable notice and procedure the commissioner approves;
(iii) If a life insurer, the right to vote thereon is limited to holders of policies, other than term or group policies, whose policies have been in force for more than one (1) year;
(iv) Mutualization will result in retirement of shares of the insurer's capital stock at a price not exceeding the fair market value thereof as determined by competent disinterested appraisers;
(v) The plan provides for the purchase of the shares of any dissenting stockholder in the same manner and subject to the same applicable conditions as provided by the Wyoming Business Corporation Act as to rights of dissenting stockholders with respect to merger or consolidation of business corporations;
(vi) The plan provides for definite conditions to be fulfilled by a designated early date upon which the mutualization is effective; and
(vii) The mutualization leaves the insurer with surplus funds reasonably adequate for its policyholders' security and to enable it to continue successfully in business in the states in which it is then authorized to transact insurance and for the kinds of insurance included in its certificates of authority in those states.
(c) This section does not apply to a mutualization under order of the court pursuant to an insurer's rehabilitation or reorganization under chapter 28 of this code.
26-24-146. Converting mutual insurer to stock insurer.
(a) A mutual insurer may become a stock insurer under any plan and procedure the commissioner approves after a hearing thereon.
(b) The commissioner shall not approve any plan or procedure unless:
(i) It is equitable to the insurer's members;
(ii) It is subject to approval by vote of not less than three-fourths (3/4) of the insurer's current members voting thereon in person, by proxy or by mail at a meeting of members called for the purpose pursuant to a reasonable notice and procedure the commissioner approves, except if the insurer is a life insurer, right to vote may be limited to members who hold policies other than term or group policies, and whose policies have been in force for not less than one (1) year;
(iii) The equity of each policyholder in the insurer is determinable under a fair formula which the commissioner approves, and the equity is based upon not less than the insurer's entire surplus, after deducting contributed or borrowed surplus funds, plus a reasonable present equity in its reserves and all nonadmitted assets;
(iv) The policyholders entitled to participate in the purchase of stock or distribution of assets shall include all current policyholders and all existing persons who had been policyholders of the insurer within three (3) years prior to the date the plan was submitted to the commissioner;
(v) The plan gives to each policyholder of the insurer as specified in paragraph (iv) of this subsection, a preemptive right to acquire his proportionate part of all of the insurer's proposed capital stock, within a designated reasonable period, and to apply upon the purchase thereof the amount of his equity in the insurer as determined under paragraph (iii) of this subsection;
(vi) Shares are so offered to policyholders at a price not greater than to be thereafter offered to others;
(vii) The plan provides for payment to each policyholder not electing to apply his equity in the insurer for or upon the purchase price of stock to which preemptively entitled, of cash in the amount of not less than fifty percent (50%) of the amount of his equity not used for the purchase of stock, and which cash payment together with stock purchased, if any, constitutes full payment and discharge of the policyholder's equity as an owner of the mutual insurer; and
(viii) The plan, when completed, provides for the converted insurer paid-in capital stock and surplus in an amount not less than the minimum paid-in capital stock and maintained surplus required of a domestic stock insurer transacting like kinds of insurance, together with expendable surplus funds in an amount not less than one-half (1/2) of the required capital stock and maintained surplus.
26-24-147. Merger or consolidation of stock insurers.
(a) A domestic stock insurer may merge or consolidate with one (1) or more domestic or foreign stock insurers by complying with the applicable provisions of the statutes of this state governing the merger or consolidation of stock corporations formed for profit, but subject to subsections (b) and (c) of this section.
(b) No merger or consolidation shall be carried out unless the plan and agreement therefor have been filed with the commissioner and he approves the plan and agreement in writing after a hearing thereon including appropriate notice to the stockholders of each insurer involved. The commissioner shall approve the merger or consolidation within a reasonable time after the filing unless he finds the plan or agreement:
(i) Is contrary to law;
(ii) Is inequitable to the stockholders of any insurer involved;
(iii) Would substantially reduce the security of and service to be rendered to the domestic insurer's policyholders in this state or elsewhere;
(iv) Would materially tend to lessen competition in the insurance business in this state or elsewhere as to the kinds of insurance involved or would materially tend to create any monopoly as to that business; or
(v) Is subject to other material and reasonable objections.
(c) No director, officer, agent or employee of any insurer party to the merger or consolidation, or member of the family of a director, officer, agent or employee, shall receive any fee, commission, compensation or other valuable consideration for in any manner aiding, promoting or assisting therein except as set forth in the plan or agreement.
(d) If the commissioner does not approve the plan or agreement he shall notify the insurer in writing specifying his reasons for disapproval.
26-24-148. Acquisitions and exchanges in shares of another stock insurer.
(a) A domestic stock insurer shall not acquire a controlling interest in the shares of another stock insurer by an exchange of securities or partly in exchange for securities and partly for cash or property, unless the insurer first submits the plan for the acquisition and exchange to the commissioner and the commissioner approves the plan.
(b) The commissioner shall not approve a plan of acquisition and exchange unless:
(i) He finds the plan is fair and equitable to all parties concerned;
(ii) He holds a hearing to which all persons to whom it is proposed to issue securities in the exchange have the right to appear;
(iii) Notice is provided and the hearing conducted as provided in chapter 2 of this code.
26-24-149. Mutual and stock insurer merger prohibited; merger or consolidation of mutual insurers.
(a) A domestic mutual insurer shall not merge or consolidate with a stock insurer.
(b) A domestic mutual insurer may merge or consolidate with another mutual insurer under the applicable procedures prescribed by the Wyoming Business Corporation Act, except as otherwise provided in this section.
(c) If the insurer is then unimpaired, the plan and agreement for merger or consolidation shall be submitted to and approved by at least two-thirds (2/3) of the members of each mutual insurer voting thereon at meetings called for the purpose pursuant to any reasonable notice and procedure the commissioner approves. If a life insurer, right to vote may be limited to members whose policies are other than term and group policies and have been in effect for more than one (1) year.
(d) No merger or consolidation shall be carried out unless the plan and agreement therefor are filed with the commissioner and he approves the plan and agreement in writing. If the insurer is not then impaired the commissioner shall not act upon the plan and agreement until after a hearing thereon. The commissioner shall approve the plan and agreement within a reasonable time after filing unless he finds the plan or agreement:
(i) Inequitable to the policyholders of any domestic insurer involved;
(ii) Would substantially reduce the security of and service to be rendered to policyholders of the domestic insurer in this state and elsewhere;
(iii) Would materially tend to lessen competition in the insurance business in this state or elsewhere as to the kinds of insurance involved, or would materially tend to create any monopoly as to that business; or
(iv) Is subject to other material and reasonable objections.
(e) If the commissioner does not approve the plan or agreement he shall notify the insurers in writing specifying his reasons therefor.
(f) No director, officer, agent or employee of any insurer party to the merger or consolidation, nor any other person, shall receive any fee, commission or other valuable consideration for in any manner aiding, promoting or assisting therein except as set forth in the plan and agreement.
(a) A domestic insurer may reinsure all or substantially all of its business in force, or all or substantially all of a major class thereof, with another insurer, stock or mutual, by an agreement of bulk reinsurance after compliance with this section. No agreement is effective unless it is filed with the commissioner and he approves it in writing.
(b) The commissioner shall approve an agreement within a reasonable time after filing if he finds that:
(i) The plan and agreement are fair and equitable to each insurer and to the policyholders involved;
(ii) The reinsurance, if carried out, would not substantially reduce the protection or service to the policyholders of any domestic insurer involved;
(iii) The agreement embodies adequate provisions by which the reinsuring insurer is liable to the original insureds for any loss or damage occurring under the policies reinsured in accordance with the original terms of the policies, and the reinsuring insurer shall furnish each insured with a certificate evidencing assumption of liability;
(iv) The assuming reinsurer is authorized to transact insurance in this state, or is qualified for authorization and will appoint the commissioner and his successors as its irrevocable attorney for service of process, as long as any policy reinsured or claim thereunder remains in force or outstanding;
(v) The reinsurance would not materially tend to lessen competition in the insurance business in this state or elsewhere as to the kinds of insurance involved, and would not materially tend to create any monopoly as to that business; and
(vi) The proposed bulk reinsurance is free of other reasonable objections.
(c) If the commissioner does not approve the agreement he shall immediately notify each insurer involved, in writing, specifying his reasons for disapproval.
(d) If for reinsurance of any of the business in force of a mutual insurer at a time when the insurer's surplus is not impaired, the plan and agreement for reinsurance shall be approved by vote of not less than two-thirds (2/3) of the mutual insurer's members voting thereon at a meeting of members called for that purpose, pursuant to any reasonable notice and procedure provided for in the agreement. If a life insurer, the right to vote may be limited to members whose policies are other than term or group policies and have been in effect for more than one (1) year.
(e) No director, officer, agent or employee of any insurer party to the reinsurance, nor any other person, shall receive any compensation for arranging the bulk reinsurance other than as provided in the agreement submitted to and approved by the commissioner.
26-24-151. Mutual members' share of assets upon liquidation.
(a) If a domestic mutual insurer is liquidated, its assets remaining after discharge of its indebtedness, policy obligations, repayment of contributed or borrowed surplus, if any, and expenses of administration, shall be distributed to currently existing persons who were members of the insurer for at least one (1) year and who were its members at any time within thirty-six (36) months preceding the date the liquidation was authorized or ordered, or the date of last termination of the insurer's certificate of authority, whichever is earlier. If the commissioner has reason to believe that the insurer's management caused or encouraged a reduction in the number of the insurer's members in anticipation of liquidation and for the purpose of reducing thereby the number of persons entitled to share in distribution of the insurer's assets, he may enlarge the thirty-six (36) month qualification period by any additional period he deems reasonable.
(b) The insurer shall make a reasonable classification of its policies held by the members specified in subsection (a) of this section and a formula based upon that classification for determining the equitable distributive share of each such member. The classification and formula are subject to the commissioner's approval.
(a) As used in this chapter "equity security" means:
(i) Any stock or similar security;
(ii) Any security convertible, with or without consideration, into stock or a similar security, or carrying any warrant or right to subscribe to or purchase such a security;
(iii) Any warrant or right to subscribe to or purchase stock or a similar security; or
(iv) Any other security which the commissioner deems to be of similar nature and considers necessary or appropriate to treat as an equity security, by rules and regulations he prescribes, in the public interest or for the protection of investors.