2006 Minnesota Statutes

66A.39 CONVERSION OF EXISTING COMPANIES; AMENDMENT OF
CERTIFICATES OF INCORPORATION.
Any existing stock or mutual insurance company authorized to do the kinds of business
referred to in section 66A.36 may amend its certificate of incorporation so as to become a
stock and mutual company; provided, that no such amendment shall deprive any stockholder or
member or policyholder of the right, at any and all meetings of stockholders and members or
policyholders held thereafter, to cast as many votes for directors as are provided by the certificate
of incorporation in force at the time of the adoption of such amendment, or by the law in force
at such time. No such amendment shall be construed to change the identity of the corporation
and it shall thereafter continue to be governed by the laws applicable thereto at the time of such
amendment and as amended hereafter and not inconsistent with sections 66A.36 to 66A.39, as
well as those relating to the added characteristic of capital stock or mutuality which it shall
have acquired by such amendment.
The certificate of incorporation of a stock and mutual life insurance company may be
amended in any respect therein provided by section 60A.07, subdivision 1d, in the manner therein
provided. The certificate of incorporation of a stock and mutual life insurance company may also
be amended in respect to any matter which an original certificate of incorporation of a stock and
mutual life insurance company might lawfully have contained, or so as to vest in its board of
directors authority to make and alter bylaws subject to the power of the stockholders and members
to change or repeal such bylaws, by the affirmative vote, at a regular meeting of stockholders and
members or at a special meeting of stockholders and members called for that expressly stated
purpose by the board of directors which shall first have proposed the amendment and declared it to
be advisable, of (1) a majority of the total number of votes to which all stockholders are entitled,
and (2) at least one-fifth of the total number of votes to which all participating policyholder
members are entitled, provided the proposed amendment does not receive the negative vote
of more than five percent of the total number of votes to which all participating policyholder
members are entitled. The certificate of incorporation of a stock and mutual life insurance
company may also be amended so as to increase or decrease its capital stock, or so as to change
the number and par value of the shares of its capital stock, or so as to limit or deny to stockholders
the preemptive right to subscribe to any or all shares of stock which may be authorized to be
thereafter issued, by a majority vote of all its shares but without the vote of its members, at a
regular meeting or at a special meeting of stockholders called for that expressly stated purpose
by the board of directors which shall first have proposed the amendment and declared it to be
advisable and not adverse to or in conflict with the rights and interests of the members, provided
that if the proposed amendment is to increase or decrease the capital stock or to change the
number of the shares of the capital stock, the resolution specifying the proposed amendment and
the certificate of amendment shall expressly provide (1) that the stockholders holding all its
shares shall, at all meetings, be entitled to the same number of total votes after the amendment is
adopted as they were entitled to before the amendment, and (2) that each stockholder shall, at all
meetings, be entitled to a fraction of one vote for each share of stock held, the numerator of which
fraction shall be the number of shares outstanding before the first such amendment is adopted
and the denominator of which fraction shall be the number of shares outstanding. The resolution
specifying the amendment shall be embraced in a certificate duly executed by its president and
secretary, or other presiding and recording officers, under its corporate seal, and approved, filed,
recorded, and published in the manner prescribed for the execution, approval, filing, recording,
and publishing of an original certificate of incorporation.
History: 1967 c 395 art 2 s 36; 1986 c 444; 2005 c 69 art 2 s 18; art 3 s 12