66A.02 APPLICABILITY OF BUSINESS CORPORATION STATUTES.
Subdivision 1. General.
Chapter 302A shall apply to domestic mutual insurance companies
except to the extent inconsistent with any provisions in this chapter or sections
, or otherwise in conflict with any provisions in chapters 60A to 79A. Provisions of
chapter 302A relating to share certificates, classes of shares, share values, or any other provisions
relevant only to stock companies do not apply to mutual insurance companies.
Subd. 2. Mutual holding companies.
For purposes of sections
, unless the context clearly suggests otherwise, "domestic mutual insurance company"
is deemed to include domestic mutual insurance holding companies organized under section
and "member" is deemed to include members of a domestic mutual insurance holding
company as specified in section
66A.40, subdivision 1, paragraph (b)
. For purposes of section
60A.07, subdivisions 1, 1a, 1c, 1d, and 1e
, a domestic mutual insurance holding company is
deemed to be an insurance corporation.
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 reorganized insurance
company subsidiary in the case of a mutual insurance holding company.
Subd. 4. Exceptions.
The following provisions of chapter 302A do not apply to domestic
mutual insurance companies: sections
302A.011, subdivisions 2, 6, 6a, 7, 10, 20, 21, 25, 26, 27, 28,
29, 31, 32, and 37
302A.161, subdivision 19
302A.433, subdivisions 1, paragraphs (a), (b), (c), and (e), and 2
302A.437, subdivision 2
302A.445, subdivisions 3 to 6
302A.449, subdivision 7
. Those clauses of
that refer to any of the sections previously referenced in this subdivision do
not apply to domestic mutual insurance companies. The following sections of chapter 302A are
modified in their application to domestic mutual insurance companies in the manner indicated:
(1) with regard to section
, the articles may be amended pursuant to section
by the incorporators or by the board before the issuance of any policies by the company;
(2) with regard to section
302A.135, subdivision 2
, a resolution proposing an amendment to
the certificate of authority must be filed with the corporate secretary no less than 30 days before
the meeting to consider the proposed amendment;
(3) with regard to section
302A.161, subdivision 19
of that section does not apply, except
this must not be construed to limit the power of a mutual insurance company from issuing
securities other than stock;
(4) with regard to section
, the references in subdivision 1 of that section to
"subdivision 2" and "section
" do not apply;
(5) with regard to section
, the board shall consist of no less than five directors;
(6) with regard to section
302A.215, subdivisions 2 and 3
of that section only apply if the
corporation's certificate of incorporation provides cumulative voting;
(7) with regard to section
302A.433, subdivision 1
of that section, special meetings of the
members may be called for any purpose or purposes at any time by a person or persons authorized
in the articles or bylaws to call special meetings, and with regard to subdivision 3 of that section,
special meetings must be held on the date and at the time and place fixed by a person or persons
authorized by the articles or bylaws to call a meeting; and
(8) with regard to section
, if the company complies substantially and in good faith
with the notice requirements of section
, the company's failure to give any member or
members the required notice does not impair the validity of any action taken at the members'
History: 1967 c 395 art 7 s 2; 2005 c 69 art 2 s 12,18; 1Sp2005 c 7 s 2; 2006 c 204 s 10,11