Tex.
Ins. Code Section 885.453
Resolution to Convert; Additional Requirements
(a)
As provided by the notice under Section 885.452 (Meeting of Lodge Representatives; Notice) and after convening the supreme governing body of the fraternal benefit society, the lodge representatives shall vote on whether to adopt a resolution authorizing the conversion of the society to a mutual life insurance company or incorporated stock company. To take effect, the resolution must be approved by lodge representatives of lodges that constitute at least 60 percent of the total membership of the fraternal benefit society.(b)
The resolution authorizing the conversion must:(1)
set out or ratify a certificate of incorporation amending the fraternal benefit society’s charter; and(2)
state:(A)
the society’s name;(B)
the name of the new company by which the society will be known;(C)
the object of the company;(D)
the location of the company’s principal office;(E)
the names of the principal officers of the company, who serve until their successors are elected and qualified; and(F)
the period, if any, of the duration of the company.(c)
If the fraternal benefit society is converting to a mutual life insurance company:(1)
the resolution authorizing the conversion must also state the amount of the unencumbered surplus;(2)
the amount and form of the unencumbered surplus must comply with Sections 882.055 (Unencumbered Surplus Requirements), 882.301 (Amount of Unencumbered Surplus)(a), 882.302 (Exemption for Certain Companies), 882.304 (Investment of Excess Unencumbered Surplus), and 882.404 (Allocation of Contingency Reserve to Unencumbered Surplus); and(3)
the conversion must comply with Sections 882.056 (Application for Charter)(a) and (b), 882.057 (Application Process), 882.058 (Action on Application), 882.059 (Examination After Determination), and 882.101 (Issuance of Certificate of Authority).(d)
If the fraternal benefit society is converting to an incorporated stock company:(1)
the resolution authorizing the conversion must also state:(A)
the amount of the surplus, the amount of capital stock authorized, and the number of shares into which the capital stock is divided; and(B)
the amount of capital stock to be immediately paid in;(2)
the amounts and form of the surplus and capital must comply with Sections 841.054 (Capital Stock and Surplus Requirements), 841.055 (Shares of Stock), 841.056 (Requirements for Shares of Stock with Par Value), 841.057 (Requirements for Shares of Stock Without Par Value), 841.204 (Exemption from Required Increase of Capital and Surplus), 841.205 (Commissioner May Require Larger Capital and Surplus Amounts), 841.301 (Limits on Amount of Accident and Health Insurance Policies), and 841.302 (Limits on Life or Accidental Death Insurance); and(3)
the conversion must comply with Sections 841.058 (Application for Charter), 841.059 (Action by Commissioner and Department After Filing)(a)(1), 841. 060, 841.061 (Action on Application), 841.062 (Beginning of Corporate Existence), and 841.063 (Organization Meeting).
Source:
Section 885.453 — Resolution to Convert; Additional Requirements, https://statutes.capitol.texas.gov/Docs/IN/htm/IN.885.htm#885.453 (accessed May 4, 2024).
