HF 2876

2nd Engrossment - 84th Legislature (2005 - 2006) Posted on 12/15/2009 12:00am

A bill for an act
relating to mutual insurance companies; changing certain conversion and
reorganization provisions; modifying the exception to the restriction on insuring
property in certain cities; amending Minnesota Statutes 2004, sections 60A.075,
subdivision 1; 60A.077, subdivisions 1, 3, by adding a subdivision; 60A.207;
60D.19, subdivision 1; 60K.56, subdivisions 5, 6; 64B.13; 67A.14, subdivision
5; Minnesota Statutes 2005 Supplement, sections 66A.02, subdivisions 2, 3;
66A.07, subdivision 2.

BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA:

Section 1.

Minnesota Statutes 2004, section 60A.075, subdivision 1, is amended to
read:

Subdivision 1.

Definitions.

(a) For the purposes of this section, the terms in this
subdivision have the meanings given them.

(b) "Converting mutual insurer" means a Minnesota domestic mutual insurance
company seeking to reorganize according to this section.

(c) "Converting mutual holding company" means a Minnesota domestic mutual
insurance holding company seeking to reorganize according to this section.

(d) "Converting mutual company" means a converting mutual insurer or a converting
mutual holding company seeking to convert according to this section.

(e) "Reorganized company" means a converting mutual insurer or a converting
mutual holding company, as the case may be, that has reorganized according to this section.

(f) "Eligible member" means:

(1) for converting mutual insurers, a policyholder whose policy is in force as of the
record date. Unless otherwise provided in the plan, a person deleted text begin insured deleted text end new text begin covered new text end under a
group policy is not an eligible member, deleted text begin unless deleted text end new text begin except that a person insured under a group
life insurance policy is an eligible member if, new text end on the record date:

(i) the person is insured deleted text begin or covered deleted text end under a group life policy deleted text begin or group annuity
contract deleted text end under which deleted text begin funds are deleted text end new text begin cash value has new text end accumulated and new text begin been new text end allocated to the
deleted text begin respective covered deleted text end new text begin insured new text end persons; new text begin and
new text end

deleted text begin (ii) the person has the right to direct the application of the funds so allocated;
deleted text end

deleted text begin (iii) deleted text end new text begin (ii) new text end the group policyholder makes no contribution to the premiums deleted text begin or deposits deleted text end
for the new text begin group new text end policy deleted text begin or contract deleted text end ; and

deleted text begin (iv) the converting mutual company has the names and addresses of the persons
covered under the group life policy or group annuity contract;
deleted text end

(2) for converting mutual holding companies, a person who is a member of the
converting mutual holding company, as defined by the converting mutual holding
company's articles of incorporation and bylaws, determined as of the record date.

(g) "Plan of conversion" or "plan" means a plan adopted by a converting mutual
company's board of directors under this section.

(h) "Policy" means a policy or contract of insurance, including an annuity contract,
issued by a converting mutual insurer or issued by a deleted text begin stock deleted text end new text begin reorganized new text end insurance company
subsidiary of a mutual holding company new text begin , but excluding individual noncontributory
insurance policies for which the premiums are paid by a financial institution, association,
employer, or other institutional entity new text end .

(i) "Active participating policy" means an individual policy of a converting mutual
company or its subsidiary that: (1) is a participating policy; (2) is among a class of similar
policies that have been credited with policy dividends at any time within the 12 months
preceding the effective date of the conversion or that will, under the then current dividend
scale, be credited with policy dividends if in force on a future policy anniversary; (3) gives
rise to membership interests in the converting mutual company; and (4) is in force on the
effective date or some other reasonable date identified in the plan.

(j) "Commissioner" means the commissioner of commerce.

(k) "Effective date of a conversion" means the date determined according to
subdivision 6.

(l) "Record date" means the date that the converting mutual company's board
of directors adopts a plan of conversion, unless another date is specified in the plan of
conversion and approved by the commissioner.

(m) "Membership interests" means all rights as members of the converting
mutual company, including, but not limited to, the rights to vote and to participate in
any distributions of distributable net worth, whether or not incident to the company's
liquidation.

(n) "Distributable net worth" means the value of the converting mutual company
as of the record date of the conversion, or other date approved by the commissioner,
determined as set forth in the plan and approved by the commissioner. The commissioner
may approve a valuation method based on any of the following: (1) the surplus as regards
policyholders of a converting mutual insurer determined according to statutory accounting
principles, which may be adjusted to reflect the current market values of assets and
liabilities, together with any other adjustments that are appropriate in the circumstances;
(2) the net equity of a converting mutual holding company or a converting mutual insurer
determined according to generally accepted accounting principles, which may be adjusted
to reflect the current market values of assets and liabilities, together with any other
adjustments that are appropriate in the circumstances; (3) the fair market value of the
converting mutual company determined by an independent, qualified person; or (4) any
other reasonable valuation method.

(o) "Permitted issuer" means: (1) a corporation organized and owned by the
converting mutual company or by any other insurance company or insurance holding
company for the purpose of purchasing and holding securities representing a majority of
voting control of the reorganized company; (2) a stock insurance company owned by the
converting mutual company or by any other insurance company or insurance holding
company into which the converting mutual company will be merged; or (3) any other
corporation approved by the commissioner.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
new text end

Sec. 2.

Minnesota Statutes 2004, section 60A.077, subdivision 1, is amended to read:

Subdivision 1.

Formation.

(a) A domestic mutual insurance company, upon
approval of the commissioner, may reorganize by forming an insurance holding company
based upon a mutual plan and continuing the corporate existence of the reorganizing
insurance company as a stock insurance company. The commissioner, if satisfied that the
interests of the policyholders are properly protected and that the plan of reorganization is
fair and equitable to the policyholders, may approve the proposed plan of reorganization
and may require as a condition of approval the modifications of the proposed plan of
reorganization as the commissioner finds necessary for the protection of the policyholders'
interests. The commissioner shall retain jurisdiction over the mutual insurance holding
company according to this section and chapter 60D to assure that policyholder and
member interests are protected.

(b) All of the initial voting shares of the capital stock of the reorganized insurance
company must be issued to the mutual insurance holding company or to an intermediate
stock holding company. The membership interests of the policyholders of the reorganized
insurance company become membership interests in the mutual insurance holding
company. "Membership interests" means those interests described in section 60A.075,
subdivision 1, paragraph deleted text begin (h) deleted text end new text begin (m) new text end . Policyholders of the reorganized insurance company
shall be members of the mutual insurance holding company and their voting rights must
be determined in accordance with the articles of incorporation and bylaws of the mutual
insurance holding company. new text begin Policyholders of any other insurance company subsidiary
of a mutual insurance holding company shall not be members of the mutual insurance
holding company unless otherwise specified in the articles of incorporation or bylaws of
the mutual insurance holding company. For purposes of this paragraph, "other insurance
company subsidiary" means an insurance company subsidiary of a mutual insurance
holding company that has not reorganized under this chapter or a comparable statute in
another jurisdiction. new text end The mutual insurance holding company shall, at all times, directly
or through one or more intermediate stock holding companies, control a majority of the
voting shares of the capital stock of the reorganized insurance company, taking into
account any potential dilution resulting from convertible securities.

(c) A majority of the board of directors of a mutual insurance holding company
must be disinterested directors. For purposes of this section, a director is disinterested if
(i) the director is not or has not within the past two years been an officer or employee of
the mutual insurance holding company or any subsidiary or predecessor corporation, and
(ii) the director does not hold, directly or indirectly, a material ownership interest in any
subsidiary of the mutual insurance holding company. An ownership interest is material
if it represents more than one-half of one percent of the voting securities of the issuer,
or a larger percentage as the commissioner may approve.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
new text end

Sec. 3.

Minnesota Statutes 2004, section 60A.077, subdivision 3, is amended to read:

Subd. 3.

Plan of reorganization; approval by commissioner.

(a) A reorganizing or
merging insurer or a merging mutual insurance holding company shall, by the affirmative
vote of a majority of its board of directors, adopt a plan of reorganization or merger
consistent with the requirements of this section and file the plan with the commissioner.
At any time before the approval of a plan by the commissioner, the company, by the
affirmative vote of a majority of its directors, may amend or withdraw the plan. The plan
must provide for the following:

(1) in the case of a reorganization under subdivision 1, establishing a mutual
insurance holding company with at least one stock insurance company subsidiary, or in
the case of a reorganization under subdivision 2, a description of the terms and conditions
of the proposed merger;

(2) analyzing the benefits and risks attendant to the proposed reorganization,
including the rationale for the reorganization and analysis of the comparative benefits and
risks of a demutualization under section 60A.075;

(3) protecting the immediate and long-term interests of existing policyholders;

(4) ensuring immediate membership in the mutual insurance holding company of all
existing policyholders of the reorganizing domestic insurance company;

(5) describing a plan providing for membership interests of future policyholders;

(6) describing the number of members of the board of directors of the mutual
insurance holding company required to be policyholders;

(7) describing the mutual insurance holding company's plan for distributions to
members or other uses of accumulated mutual holding company earnings;

(8) describing the nature and content of the annual report and financial statement
to be sent new text begin or otherwise made available new text end to each member;

(9) new text begin describing a plan to send or otherwise make available to members the annual
report and financial statement;
new text end

new text begin (10) new text end a copy of the proposed mutual insurance holding company's articles of
incorporation and bylaws specifying all membership rights;

deleted text begin (10) deleted text end new text begin (11) new text end the names, addresses, and occupational information of all corporate officers
and members of the proposed mutual insurance holding company board of directors;

deleted text begin (11) deleted text end new text begin (12) new text end information sufficient to demonstrate that the financial condition of the
reorganizing or merging company will not be materially diminished upon reorganization,
including information concerning any subsidiaries of the reorganizing or merging insurers
that will become subsidiaries of the mutual insurance holding company or an intermediate
holding company as part of the reorganization;

deleted text begin (12) deleted text end new text begin (13) new text end a copy of the articles of incorporation and bylaws for any proposed
insurance company subsidiary or intermediate holding company subsidiary;

deleted text begin (13) deleted text end new text begin (14) new text end describing any plans for an initial sale or subscription of stock or other
securities of the reorganized insurance company or any intermediate holding company; and

deleted text begin (14) deleted text end new text begin (15) new text end any other information requested by the commissioner or required by rule.

(b) The commissioner may approve the plan upon finding that the requirements of
this section have been fully met and the plan will protect the immediate and long-term
interests of policyholders.

(c) The commissioner may retain, at the reorganizing or merging mutual company's
expense, any qualified experts not otherwise a part of the commissioner's staff to assist in
reviewing the plan.

(d) The commissioner may, but need not, conduct a public hearing regarding the
proposed plan. The hearing must be held within 30 days after submission of a completed
plan of reorganization to the commissioner. The commissioner shall give the reorganizing
mutual company at least 20 days' notice of the hearing. At the hearing, the reorganizing
mutual company, its policyholders, and any other person whose interest may be affected
by the proposed reorganization, may present evidence, examine and cross-examine
witnesses, and offer oral and written arguments or comments according to the procedure
for contested cases under chapter 14. The persons participating may conduct discovery
proceedings in the same manner as prescribed for the district courts of this state. All
discovery proceedings must be concluded no later than three days before the scheduled
commencement of the public hearing.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
new text end

Sec. 4.

Minnesota Statutes 2004, section 60A.077, is amended by adding a subdivision
to read:

new text begin Subd. 13. new text end

new text begin Conversion. new text end

new text begin (a) With the approval of the commissioner, a domestic
insurance company that previously reorganized under this section into a stock subsidiary
of a mutual insurance holding company may convert back into a mutual insurance
company. It shall effect the conversion by merging with its parent mutual insurance
holding company (a "parent mutual"), but only if the parent mutual owns or controls,
directly or indirectly, all of the voting shares of capital stock of the reorganized insurance
company. The reorganized subsidiary, as the surviving company, shall continue its
corporate existence as a domestic mutual insurance company (a "remutualized company").
A conversion under this subdivision may, but need not, occur in connection with the
simultaneous or subsequent merger of the remutualized company with a domestic or
foreign mutual insurance company. Section 61A.37 is not applicable to a conversion
under this subdivision.
new text end

new text begin (b) The conversion can be effected by the parent mutual pursuant to a plan of
conversion adopted as follows:
new text end

new text begin (1) The parent mutual shall, by the affirmative vote of a majority of its board of
directors, adopt a plan of conversion consistent with the requirements of this subdivision.
new text end

new text begin (2) The parent mutual, by the affirmative vote of a majority of its board of directors,
may amend the plan at any time before approval of the plan by the commissioner and may
withdraw the plan at any time before the effective date of the plan.
new text end

new text begin (3) The duties of the board of directors of the parent mutual, in considering or acting
upon a proposed plan of conversion or related transaction, shall be as set forth in section
302A.251 and, to the extent not inconsistent with that section, the parent mutual's articles
of incorporation and bylaws.
new text end

new text begin (c) The parent mutual shall file with the commissioner an application for approval
of, and permission to carry out the reorganization according to, the plan of conversion.
The application must include the following:
new text end

new text begin (1) the plan of conversion;
new text end

new text begin (2) the form of notice of meeting for eligible members to vote on the plan;
new text end

new text begin (3) the form of any proxies to be solicited from eligible members;
new text end

new text begin (4) the proposed articles of incorporation and bylaws of the remutualized company;
new text end

new text begin (5) information required under chapter 60D if the plan results in a change of control
of the remutualizing company;
new text end

new text begin (6) if required by the commissioner, an independent actuarial opinion on matters
affecting the structure or fairness of the plan; and
new text end

new text begin (7) other information or documentation required by the commissioner or required by
rule.
new text end

new text begin (d) The commissioner shall determine, within 30 days of submission of the
application, whether the application is complete.
new text end

new text begin (e) If the plan of conversion proposes a simultaneous merger of the remutualized
company with a foreign or domestic mutual insurance company, the commissioner may
conduct concurrent proceedings under this subdivision and section 60A.16.
new text end

new text begin (f) The commissioner may retain, at the parent mutual's expense, qualified experts
not otherwise a part of the commissioner's staff, including without limitation, actuaries,
accountants, investment bankers, and attorneys, to assist in reviewing the plan and
supplemental materials and valuations.
new text end

new text begin (g) The commissioner may, but need not, conduct a public hearing regarding the
proposed plan of conversion. If a hearing is to be held, the commissioner shall designate a
date for the public hearing promptly upon determining that the application is complete
and that the forms of notice are adequate. The public hearing must be held on one or
more days, the first beginning within 90 days after the date on which the commissioner
determines the application is complete, unless the parent mutual requests, and the
commissioner agrees to, a longer period for the purpose of preparing and distributing the
notices required by this paragraph and by paragraph (i), clause (1). The hearing shall be in
the nature of a legislative hearing and shall not constitute or be considered a contested
case under chapter 14. The hearing may be conducted by the commissioner or by a
person designated by the commissioner, which designee may be an administrative law
judge. The parent mutual shall provide its eligible members with at least 45 days' notice
of the hearing, the notice to be in the form, and provided in a manner, approved by the
commissioner. The purpose of the hearing is to receive comments and information for
the purpose of aiding the commissioner in making a decision on the plan of conversion.
Persons wishing to make comments and submit information may submit written
statements before the public hearing and may appear and be heard at the hearing. The
commissioner's order or determination must be issued within 45 days after the closing of
the record of the hearing by the commissioner or the hearing officer, as applicable, which
record must not be closed until the record includes certification of the vote on the plan
of conversion by the eligible members of the parent mutual. The commissioner shall
issue a written decision detailing the reasons why the parent mutual company's plan
of conversion is approved or disapproved.
new text end

new text begin (h) The commissioner shall approve the application and permit the conversion
according to the plan if the commissioner finds that:
new text end

new text begin (1) the provisions of this subdivision have been fully met; and
new text end

new text begin (2) the plan is not unfair or inequitable to the members of the parent mutual.
new text end

new text begin The commissioner's order approving or disapproving a plan of conversion is a final agency
decision subject to appeal according to sections 14.63 to 14.68.
new text end

new text begin (i)(1) No later than 90 days following the date of the public hearing, if any, or the
date the commissioner determines the application is complete if no hearing is held, the
parent mutual shall give all eligible members notice of a regular or special meeting of the
members called for the purpose of considering the plan and any corporate actions that
are a part of, or are reasonably attendant to, the accomplishment of the plan, including
without limitation, any proposed merger of the remutualizing company with a domestic or
foreign mutual insurance company.
new text end

new text begin (2) A copy of the plan or a summary of the plan must accompany the notice. The
notice must be mailed to each eligible member's last known address, as shown on the
parent mutual's records, not less than 45 days before the date of the meeting, unless the
commissioner directs a later date for mailing. If the meeting to vote upon the plan is held
coincident with the parent mutual's annual meeting of members, only one combined notice
of meeting is required. The notice of the meeting of eligible members may be combined
with the notice of hearing described in paragraph (g).
new text end

new text begin (3) If the parent mutual complies substantially and in good faith with the notice
requirements of this section, the parent mutual's failure to give any member or members
required notice does not impair the validity of an action taken under this section.
new text end

new text begin (j)(1) The plan must be adopted upon receiving the affirmative vote of a majority of
the votes cast by eligible members.
new text end

new text begin (2) Eligible members may vote in person or by proxy. The form of any proxy must
be filed with and approved by the commissioner.
new text end

new text begin (k)(1) Following approval by the eligible members, the parent mutual shall file a
copy of the converting subsidiary's amended or restated articles of incorporation with the
commissioner, together with a certified copy of the minutes of the meeting of the members
of the parent mutual at which the plan was adopted and a certified copy of the plan. The
commissioner shall review and, if appropriate, approve the amended or restated articles.
After approval by the commissioner, the parent mutual shall file the articles with the
secretary of state as provided by section 60A.07, subdivision 1d, and chapter 302A.
new text end

new text begin (2) The conversion is effective on the date of filing an amendment or restatement of
the articles of incorporation with the secretary of state, or on a later date if the plan so
specifies.
new text end

new text begin (l) Upon the effective date of the conversion in accordance with this subdivision:
new text end

new text begin (1) The corporate existence of the parent mutual is continued in the converted
subsidiary. All the rights, privileges, powers, franchises, and interests of the parent
mutual in and to all property and things in action belonging to the parent company are
considered transferred to and vested in the converted subsidiary without any deed or
transfer. Simultaneously, the converted subsidiary is considered to have assumed all the
obligations and liabilities of the parent mutual.
new text end

new text begin (2) The directors and officers of the parent mutual, unless otherwise specified in the
plan of conversion, shall serve as directors and officers of the converted subsidiary until
new directors and officers of the converted subsidiary are duly elected according to the
articles of incorporation and bylaws of the converted subsidiary.
new text end

new text begin (3) All policies issued by the converted subsidiary in force on the effective date
of the conversion remain in force subject to the terms of those policies, except that the
membership interests in the parent mutual shall become membership interests in the
converted subsidiary, and member voting rights in the converted subsidiary shall be
exclusively governed by the converted subsidiary's articles and bylaws.
new text end

new text begin (4) Except as otherwise provided in the plan of conversion, the converted subsidiary
is no longer subject to the requirements of subdivisions 1 to 12 of this section or to the
terms of the original plan of reorganization.
new text end

new text begin (5) At the effective time of the merger, all of the voting shares of capital stock of the
converted subsidiary shall be deemed to be redeemed and canceled.
new text end

new text begin (6) Any provisions of the original plan of reorganization pertaining to the protection
of reasonable policyholder dividend expectations may be continued, modified, or
extinguished as provided under the plan of conversion and approved by the commissioner.
new text end

new text begin (m) No director, officer, agent, employee of the parent mutual or the converting
subsidiary, or any other person shall receive a fee, commission, or other valuable
consideration, other than the person's usual regular salary and compensation, for in any
manner aiding, promoting, or assisting in the conversion except as set forth in the plan
approved by the commissioner. This provision does not prohibit the payment of reasonable
fees and compensation to attorneys, accountants, investment bankers, and actuaries for
services performed in the independent practice of their professions.
new text end

new text begin (n) All the costs and expenses connected with a plan of conversion must be paid
for or reimbursed by the parent mutual or converted subsidiary except where the plan
provides otherwise.
new text end

new text begin (o)(1) An action challenging the validity of or arising out of acts taken or proposed
to be taken according to this section must be commenced within 180 days after the
effective date of the conversion.
new text end

new text begin (2) The parent mutual, the converted subsidiary, or any defendant in an action
described in clause (1) may petition the court in the action to order a party to give security
for the reasonable attorney fees that may be incurred by a party to the action. The amount
of security may be increased or decreased in the discretion of the court having jurisdiction
if a showing is made that the security provided is or may become inadequate or excessive.
new text end

new text begin (p) For purposes of this subdivision, the following terms have the meanings given.
new text end

new text begin (1) "Eligible member" means a person who is a member of the parent mutual, as
defined by the parent mutual's articles of incorporation and bylaws, determined as of
the record date.
new text end

new text begin (2) "Membership interests" means all rights as members of the parent mutual,
including, but not limited to, the rights to vote.
new text end

new text begin (3) "Plan of conversion" or "plan" means a plan adopted by a parent mutual's board
of directors under this section.
new text end

new text begin (4) "Record date" means the date that the parent mutual's board of directors adopts a
plan of conversion, unless another date is specified in the plan of conversion and approved
by the commissioner.
new text end

new text begin (5) "Converted subsidiary" means a converting subsidiary that has converted into a
mutual insurance company under this subdivision.
new text end

new text begin (6) "Converting subsidiary" means a Minnesota domestic insurance company that
previously reorganized under this section that is seeking to convert back into a mutual
insurance company in accordance with this subdivision.
new text end

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
new text end

Sec. 5.

Minnesota Statutes 2004, section 60A.207, is amended to read:

60A.207 POLICIES TO INCLUDE NOTICE.

Each policy, cover note, or instrument evidencing surplus lines insurance from an
eligible surplus lines insurer which is delivered to an insured or a representative of an
insured shall have printed, typed, or stamped deleted text begin in red ink deleted text end upon its face in not less than 10
point type, the following notice: "THIS INSURANCE IS ISSUED PURSUANT TO THE
MINNESOTA SURPLUS LINES INSURANCE ACT. THE INSURER IS AN ELIGIBLE
SURPLUS LINES INSURER BUT IS NOT OTHERWISE LICENSED BY THE STATE
OF MINNESOTA. IN CASE OF INSOLVENCY, PAYMENT OF CLAIMS IS NOT
GUARANTEED." This notice shall not be covered or concealed in any manner.

Sec. 6.

Minnesota Statutes 2004, section 60D.19, subdivision 1, is amended to read:

Subdivision 1.

Registration.

Every insurer that is authorized to do business in this
state and that is a member of an insurance holding company system shall register with the
commissioner, except a foreign insurer subject to registration requirements and standards
adopted by statute or regulation in the jurisdiction of its domicile that are substantially
similar to those contained in:

(1) this section;

(2) section 60D.20, subdivisions 1, paragraph (a); 2; and 4; and

(3) either section 60D.20, subdivision 1, paragraph (b), or a provision such as the
following: Each registered insurer shall keep current the information required to be
disclosed in its registration statement by reporting all material changes or additions within
15 days after the end of the month in which it learns of each such change or addition.

Any insurer that is subject to registration under this section shall register within 15
days after it becomes subject to registration, and annually thereafter by deleted text begin March deleted text end new text begin June new text end 1 of
each year for the previous calendar year, unless the commissioner for good cause shown
extends the time for registration, and then within such extended time. The commissioner
may require any insurer authorized to do business in the state that is a member of a
holding company system, and that is not subject to registration under this section, to
furnish a copy of the registration statement, the summary specified in subdivision 3 or
other information filed by the insurance company with the insurance regulatory authority
of domiciliary jurisdiction.

Sec. 7.

Minnesota Statutes 2004, section 60K.56, subdivision 5, is amended to read:

Subd. 5.

Criteria for course accreditation.

(a) The commissioner may accredit a
course only to the extent it is designed to impart substantive and procedural knowledge of
the insurance field. The burden of demonstrating that the course satisfies this requirement
is on the individual or organization seeking accreditation. The commissioner shall approve
any educational program approved by Minnesota Continuing Legal Education relating to
the insurance field. The commissioner is authorized to establish a procedure for renewal
of course accreditation.

(b) The commissioner shall approve or disapprove professional designation
examinations that are recommended for approval by the advisory task force. In order
for an insurance producer to receive full continuing education credit for a professional
designation examination, the producer must pass the examination. A producer may
not receive credit for classroom instruction preparing for the professional designation
examination and also receive continuing education credit for passing the professional
designation examination.

(c) The commissioner may not accredit a course:

(1) that is designed to prepare students for a license examination;

deleted text begin (2) in mechanical office or business skills, including typing, speedreading, use of
calculators, or other machines or equipment;
deleted text end

deleted text begin (3) deleted text end new text begin (2) new text end in sales promotion deleted text begin , including meetings held in conjunction with the general
business of the licensed agent deleted text end ; or

deleted text begin (4) deleted text end new text begin (3) new text end in motivation, the art of selling, new text begin or new text end psychology deleted text begin , or time management deleted text end .

Sec. 8.

Minnesota Statutes 2004, section 60K.56, subdivision 6, is amended to read:

Subd. 6.

Minimum education requirement.

Each person subject to this section
shall complete a minimum of 30 credit hours of courses accredited by the commissioner
during each 24-month licensing period. Any person whose initial licensing period extends
more than six months shall complete 15 hours of courses accredited by the commissioner
during the initial license period. Any person teaching or lecturing at an accredited
course qualifies for three times the number of credit hours that would be granted to a
person completing the accredited course. No more than one-half of the credit hours per
licensing period required under this section may be credited to a person for attending any
combination of courses either sponsored by, offered by, or affiliated with an insurance
company or its agents; or offered using new delivery technology, including computer,
interactive technology, and the Internet. new text begin A licensee may obtain up to five hours of the credit
hours per licensing period from classes in the area of professional development including,
but not limited to, best practices, ethics, privacy protection, customer/client, personal and
safety awareness, software applications, agency management, claims settlement, business
perpetuation, and disaster planning. new text end Courses sponsored by, offered by, or affiliated with an
insurance company or agent may restrict its students to agents of the company or agency.

Sec. 9.

Minnesota Statutes 2004, section 64B.13, is amended to read:

64B.13 REINSURANCE.

(a) A domestic society may, by a reinsurance agreement, cede any individual risk
or risks in whole or in part to an insurer, other than another fraternal benefit society,
having the power to make such reinsurance and authorized to do business in this state,
or if not so authorized, one which is approved by the commissioner, but no such society
may reinsure substantially all of its insurance in force without the written permission of
the commissioner. It may take credit for the reserves on the ceded risks to the extent
reinsured, but no credit shall be allowed as an admitted asset or as a deduction from
liability to a ceding society for reinsurance made, ceded, renewed, or otherwise becoming
effective after August 1, 1985, unless the reinsurance is payable by the assuming insurer
on the basis of the liability of the ceding society under the contract or contracts reinsured
without diminution because of the insolvency of the ceding society.

(b) Notwithstanding the limitation in paragraph (a), a society may reinsure the risks
of another society in a consolidation or merger approved by the commissioner under
section 64B.14 new text begin , or under such other circumstances as approved by the commissioner
including reinsurance of an affiliated insurance company new text end .

Sec. 10.

Minnesota Statutes 2005 Supplement, section 66A.02, subdivision 2, is
amended to read:

Subd. 2.

Mutual holding companies.

For purposes of sections 66A.01 to 66A.07
and 66A.21, deleted text begin the term deleted text end new text begin unless the context clearly suggests otherwise, new text end "domestic mutual
insurance company" is deemed to include domestic mutual insurance holding companies
organized under section 60A.077 and deleted text begin the term deleted text end "member" is deemed to include members of
a domestic mutual insurance holding company as specified in section 60A.077, subdivision
1, paragraph (b). For purposes of section 60A.07, subdivisions 1, 1a, deleted text begin 1b, deleted text end 1c, 1d, and 1e, a
domestic mutual insurance holding company is deemed to be an insurance corporation.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
new text end

Sec. 11.

Minnesota Statutes 2005 Supplement, section 66A.02, subdivision 3, is
amended to read:

Subd. 3.

Terms.

For purposes of applying chapter 302A to domestic mutual
insurance companies, members of a domestic mutual insurance company must be treated
in the same manner as shareholders of a stock corporation, except as otherwise provided
in this chapter. Every member of the mutual insurance company shall be deemed to hold
one share of the company for purposes of applying provisions of chapter 302A relating
to voting. Mutual insurance companies are not included in the definitions of "closely
held corporation," "publicly held corporation," or "issuing public corporation." The term
"distribution" does not include dividends paid on participating policies issued by the
mutual insurance company or any new text begin reorganized new text end insurance company subsidiary in the case
of a mutual insurance holding company.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
new text end

Sec. 12.

Minnesota Statutes 2005 Supplement, section 66A.07, subdivision 2, is
amended to read:

Subd. 2.

Life insurance companies.

(a) Unless otherwise approved by the
commissioner of commerce, a domestic mutual life insurance company member is any
person who is listed on the records of the company as the owner of an in-force policy, and
each member is entitled to one vote regardless of the number of policies owned by the
member or the amounts of coverage provided to the member. new text begin For purposes of this section,
new text end "policy" means a policy or contract of insurance, including an annuity contract issued by
the company new text begin , but excluding individual noncontributory insurance policies for which the
premiums are paid by a financial institution, association, employer, or other institutional
entity new text end . Except as otherwise provided in the company's certificate or bylaws, a person
deleted text begin insured deleted text end new text begin covered new text end under a group policy is not a member by virtue of such coverage, deleted text begin unless deleted text end new text begin
except that a person insured under a group life insurance policy is a member if: new text end (1) the
person is insured deleted text begin or covered deleted text end under a group life policy deleted text begin or group annuity contract deleted text end under
which deleted text begin funds are deleted text end new text begin cash value has new text end accumulated and new text begin been new text end allocated to the deleted text begin respective covered deleted text end new text begin
insured new text end persons; new text begin and new text end (2) deleted text begin the person has the right to direct the application of the funds so
allocated; (3) deleted text end the group policyholder makes no contribution to the premiums or deposits
for the policy deleted text begin or contract; and (4) the company has the names and addresses of the persons
covered under the group life policy or group annuity contract deleted text end .

(b) Every member new text begin of a mutual life insurance company new text end must be notified of its annual
meetings by a written notice mailed to the member's address, or by an imprint on the front
or back of the policy, premium notice, receipt, or certificate of renewal, substantially
as follows:

"The policyowner is hereby notified that by virtue of his or her ownership of this
policy, the policyowner is a member of the .......... Insurance Company, and that the annual
meetings of said company are held at its home office on the .... day of .... in each year,
at .... o'clock."

For mutual new text begin life new text end insurance holding companies, the notice of the annual meeting
may be modified to reflect that the policyowner, by virtue of his or her ownership of a
policy issued by a subsidiary insurance company reorganized under section 60A.077, is a
member of the mutual insurance holding company. Notice given in this manner is deemed
to comply with the requirements of section 302A.435.

new text begin EFFECTIVE DATE. new text end

new text begin This section is effective the day following final enactment.
new text end

Sec. 13.

Minnesota Statutes 2004, section 67A.14, subdivision 5, is amended to read:

Subd. 5.

What may not be insured; property outside designated territory;
exceptions.

(a) No township mutual insurance company shall insure any property in
cities of the first or second class.

(b) If by annexation or other growth in population a city, town, township or
unorganized territory or any portion thereof is reclassified into a city of the second class, a
township mutual insurance company may deleted text begin continue to deleted text end do business in that portion of the
city in which it was authorized to do business prior to the reclassification.

(c) A township mutual insurance company may insure any real or personal property,
including qualified or secondary property, subject to the limitations in subdivision 1,
paragraph (b), located outside of the limits of the territory in which the company is
authorized by its certificate or articles of incorporation to transact business, if the company
is already covering qualified property belonging to the insured, inside the limits of the
company's territory.

(d) A township mutual fire insurance company may insure property temporarily
outside of the authorized territory of the township mutual insurance company.

new text begin (e) Except as otherwise provided in paragraph (b) or elsewhere in this chapter, a
company may operate in adjoining cities of the second class if approval has been granted
by the commissioner.
new text end