§ 22:236 — Definitions

§236. Definitions
As used in this Subpart, the following terms shall have the respective meanings
hereinafter set forth, unless the context shall otherwise require:
(1) "Adoption date" means the date as of which the board of directors of the
reorganizing mutual initially approves and adopts the plan of reorganization.
(2) "Affiliate" means a person who directly, or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with the person
specified.
(3) "Commissioner" means the commissioner of insurance, or his deputy, or the
Department of Insurance, as appropriate.
(4) "Control" has the meaning set forth in R.S. 22:691.2.
(5) "Dividend protections" means provisions in a plan of reorganization designed to
protect, through a closed block or other means, the reasonable dividend expectations of
policyholders who own individual, dividend-paying policies.
(6) "Effective date" means the date upon which the reorganization of the
reorganizing mutual is effective, as provided in R.S. 22:236.8.
(7) "Eligible member" means a person who, on the adoption date, owns, or is deemed
by the plan of reorganization to own, a policy of a mutual insurer or a reorganized insurer
that is, or that is deemed by the plan of reorganization to be, in force with such insurer on
such adoption date, or a person who is deemed eligible by the plan of reorganization.
(8) "Member" means: (a) with respect to a mutual insurer, a policyholder who owns
or is deemed by the plan of reorganization to own a policy of the mutual insurer; or (b) with
respect to a mutual insurance holding company, a member of such mutual insurance holding
company, as defined in such company's articles of incorporation and bylaws or as defined in
the plan of reorganization.
(9) "Membership interest" means: (a) with respect to a mutual insurer, all rights and
interests of a policyholder as a member arising under the mutual insurer's articles of
incorporation and bylaws, by law or otherwise, which rights include but are not limited to
the right, if any, to vote and the right, if any, with regard to the surplus of the mutual insurer
not apportioned or declared by the board of directors for policyholder dividends; or (b) with
respect to a mutual insurance holding company, all rights and interests of the member arising
under the mutual insurance holding company's articles of incorporation and bylaws, by law
or otherwise, which rights include but are not limited to the right, if any, to vote and the
right, if any, to receive consideration upon the demutualization or liquidation of the mutual
insurance holding company.
(10) "Mutual insurance holding company" and "mutual life insurance holding
company" both mean a domestic mutual holding company formed as a result of the
conversion of a mutual insurer as defined in this Subpart pursuant to R.S. 22:231 and 691.1
et seq. in accordance with a plan of reorganization approved by the commissioner.
(11) "Mutual insurer" and "mutual life insurer" both mean for purposes of this
Subpart a domestic mutual insurer subject to Subpart C of this Part, R.S. 22:111 et seq., that
is authorized to transact life, or life and accident and health insurance in this state, but does
not mean a domestic nonprofit mutual association as described in R.S. 22:124.
(12) "Parent corporation" means a stock corporation that is or has been organized for
the purpose of acquiring, directly or indirectly, all of the common shares of a reorganized
insurer.
(13) "Person" means an individual, a corporation, a partnership, an association, a
joint stock company, a trust, an unincorporated organization, a limited liability company, a
limited liability partnership, a government or governmental agency, a state or political
subdivision of a state, board, estate, trustee or fiduciary, or any other legal entity.
(14) "Plan of reorganization" means the plan of reorganization adopted by the
reorganizing mutual in compliance with this Subpart.
(15) "Policy" means an individual or group policy of insurance or annuity contract
issued, or deemed by the plan of reorganization to have been issued, by a mutual insurer or
by a reorganized insurer. If a policy is a group policy, the individual certificates or other
evidences of interests in the group policy shall not be treated as separate policies; however,
in the case of a policy or contract that was issued to a trust or group established or deemed
by the plan of reorganization to have been established by the mutual insurer or the
reorganized insurer, the reorganizing mutual may provide in its plan of reorganization that
each certificate or other evidence of interest is deemed to be a policy for the sole purpose of
determining the rights, if any, of the holders of those certificates to receive consideration
under the plan of reorganization.
(16) "Policyholder" means a person who, on the basis of the records and the
organizational documents of the mutual insurer or reorganized insurer, is deemed to be a
policyholder of such insurer.
(17) "Qualified voter" is a member of the reorganizing mutual that is entitled to vote
on matters coming before corporate meetings of the reorganizing mutual pursuant to its
articles of incorporation and bylaws.
(18) "Reorganized company" means either: (a) a reorganized insurer resulting from
the reorganization of a mutual insurer under this Subpart; or (b) a reorganized insurance
holding company.
(19) "Reorganized insurance holding company" means a former mutual insurance
holding company reorganized as a stock insurance holding company, or a stock insurance
holding company into which a mutual insurance holding company has been merged, pursuant
to a plan of reorganization under this Subpart.
(20) "Reorganized insurer" means the following:
(a) With respect to a conversion of a mutual insurer under this Subpart, the domestic
stock insurer into which a mutual insurer is being or has been reorganized.
(b) With respect to the conversion of a mutual insurance holding company under this
Subpart, any former mutual insurance company previously reorganized as a stock insurance
company as part of a mutual insurance holding company reorganization pursuant to R.S.
22:231 and 232.1 or pursuant to the mutual insurance holding company laws of another state.
(21) "Reorganizing mutual" means a mutual insurer or mutual insurance holding
company that is reorganizing pursuant to this Subpart.
NOTE: Former R.S. 22:236 redesignated as R.S. 22:1206 by Acts 2008, No.
415, §1, eff. Jan. 1, 2009.

Legislative History

Acts 2008, No. 307, §1, eff. June 17, 2008; Acts 2009, No. 503, §1; Acts 2010, No. 730, §1, eff. June 29, 2010; Acts 2016, No. 6, §1; Acts 2022, No. 161, §1.