Section 21.69.050. Amendment of articles of incorporation.

   (a) A domestic stock insurer may amend its articles of incorporation for any lawful purpose by written authorization of the holders of a majority of the voting power of its outstanding capital stock or by affirmative vote of a majority voting at a lawful meeting of stockholders of which the notice given to stockholders included due notice of the proposal to amend.
   (b) A domestic mutual insurer formed after July 1, 1966, may amend its articles of incorporation for any lawful purpose by affirmative vote of a majority of those of its members present or represented by proxy at a lawful meeting of its members of which the notice given members included notice of the proposal to amend.
   (c) Upon adoption of an amendment the insurer shall make in triplicate under its corporate seal a certificate, sometimes referred to as "articles of amendment," setting out the amendment and the date and manner of its adoption, which certificate shall be executed by the insurer's president or vice-president and secretary or assistant secretary and acknowledged by them before an officer authorized by law to take acknowledgements of deeds.  The insurer shall deliver to the director the triplicate originals of the certificate, together with a filing fee set under AS 21.06.250.  If the director finds that the certificate and amendments comply with law, the director shall endorse approval upon each of the triplicate originals and return them to the insurer.  The insurer shall immediately file one set of the endorsed articles of amendment with the commissioner of commerce, community, and economic development, one set with the director bearing the certification of the commissioner, and retain the remaining set in the corporate records.  The amendment shall be effective when the filings have been completed.
   (d) If the director finds that the proposed amendment or certificate does not comply with the law, the director shall not approve it, and shall return the triplicate certificate of amendment to the insurer together with a written statement of reasons for nonapproval.  The filing fee is not returnable.
   (e) If an amendment of articles of incorporation would reduce the authorized capital stock of a stock insurer below the amount then outstanding, the director may not approve the amendment if there is reason to believe that the interests of policyholders or creditors of the insurer would be materially prejudiced by the reduction.  If a reduction of capital stock is effectuated the insurer may require return of the original certificates of stock held by each stockholder for exchange for new certificates for the number of shares the stockholder is then entitled to in the proportion that the reduced capital bears to the amount of capital stock outstanding as of immediately before the effective date of the reduction.

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History

(Sec. 1 ch 120 SLA 1966; am Sec. 20 ch 26 SLA 1985)