North Dakota § 26.1-12.2-10 Corporate existence

North Dakota Statutes

§ 26.1-12.2-10 — Corporate existence

North Dakota § 26.1-12.2-10

Title 26.1Insurance

Ch. 26.1-12.2Mutual Property and Casualty Insurance Company Conversion

This text of North Dakota § 26.1-12.2-10 (Corporate existence) is published on Counsel Stack Legal Research, covering North Dakota primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

N.D. Cent. Code § 26.1-12.2-10 (2026).

Text

1.On the effective date of the conversion, the corporate existence of the converting mutual company continues in the converted stock company. On the effective date of the conversion, all the assets, rights, franchises, and interests of the converting mutual company in and to every species of property, real, personal, and mixed, and any accompanying things in action, are vested in the converted stock company without any deed or transfer and the converted stock company assumes all the obligations and liabilities of the converting mutual company.

2.Unless otherwise specified in the plan of conversion, the individuals who are directors and officers of the converting mutual company on the effective date of the conversion shall serve as directors and officers of the converted stock company unt

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1. On the effective date of the conversion, the corporate existence of the converting
mutual company continues in the converted stock company. On the effective date of
the conversion, all the assets, rights, franchises, and interests of the converting mutual
company in and to every species of property, real, personal, and mixed, and any
accompanying things in action, are vested in the converted stock company without any
deed or transfer and the converted stock company assumes all the obligations and
liabilities of the converting mutual company.
2. Unless otherwise specified in the plan of conversion, the individuals who are directors
and officers of the converting mutual company on the effective date of the conversion
shall serve as directors and officers of the converted stock company until new directors
and officers of the converted stock company are elected pursuant to the certificate of
incorporation and bylaws of the converted stock company.
26.1-12.2-11. Conflict of interest.
1. A director, officer, agent, or employee of the converting mutual company may not
receive any fee, commission, or other valuable consideration, other than such person's
usual regular salary or compensation, for aiding, promoting, or assisting in a
conversion under this chapter. This provision does not prohibit the payment of

reasonable fees and compensation to attorneys, accountants, financial advisors, and
actuaries for services performed in the independent practice of their professions, even
if the attorney, accountant, financial advisor, or actuary is also a director or officer of
the converting mutual company.
2. For a period of two years after the effective date of the conversion, a converted stock
company may not implement any nontax-qualified stock benefit plan unless the plan is
approved by a majority of votes cast at a duly convened meeting of shareholders held
not less than six months after the effective date of the conversion.
3. All the costs and expenses connected with a plan of conversion must be paid for or
reimbursed by the converting mutual company or the converted stock company.
However, if the plan of conversion provides for participation by another entity in the
plan pursuant to subparagraph a of paragraph 2 of subdivision c of subsection 1 of
section 26.1-12.2-03, such entity may pay for or reimburse all or a portion of the costs
and expenses connected with the plan of conversion.