The online versions of legislation provided on this website are not official. Enrolled bills are the final version passed by the Ohio General Assembly and presented to the Governor for signature. The official version of acts signed by the Governor are available from the Secretary of State's Office in the Continental Plaza, 180 East Broad St., Columbus.
|
Sub. S. B. No. 171As Reported by the House Insurance CommitteeAs Reported by the House Insurance Committee
124th General Assembly | Regular Session | 2001-2002 |
| |
SENATORS Nein, DiDonato, Oelslager, Wachtmann
REPRESENTATIVES Stapleton, Olman, Evans, Jolivette, Wolpert, Calvert, G. Smith
A BILL
To amend sections 3905.29, 3907.02, 3925.03, 3925.04,
and 3941.05, to enact section 3901.73, and to
repeal section 3901.43 of the Revised Code relative
to the residency of the directors of insurance
companies and the provision of copies of late
filing notices to governing boards under the
jurisdiction of the Department of Insurance, to
rescind the statutory requirement that the
Superintendent of Insurance annually file a report
on insurer investments with the General Assembly,
to allow the Superintendent to send certain forms
electronically to insurers, and to provide
mechanisms for changes in the number of directors
and trustees of insurance companies.
BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:
Section 1. That sections 3905.29, 3907.02, 3925.03, 3925.04,
and 3941.05 be
amended and section 3901.73 of the Revised Code be
enacted to read as follows:
Sec. 3901.73. The department of insurance shall forward a
copy of any written notice received from any insurance company or
health insuring corporation domiciled in this state that the
insurer or health insuring corporation will be late in making the
filing of any quarterly or annual financial statement, required
under Title XXXIX or Chapter 1751. of the Revised Code, to the
board of directors of the insurer or health insuring corporation
required to file the financial statement. The department shall
also provide the board the date on which the department received
the notice.
Sec. 3905.29. (A) The superintendent of insurance shall
adopt the forms, instructions, and manuals prescribed by the
national association of insurance commissioners, for the
preparation and filing of statutory financial statements and
other
financial information. However, the superintendent may by
rule
adopt modifications to such prescribed forms, instructions,
and
manuals as
he
the superintendent considers necessary. (B) For circumstances not addressed by the forms,
instructions, and manuals prescribed by the national association
of insurance commissioners, the superintendent may determine
accounting practices and methods for purposes of preparing
statutory financial statements and other financial information. (C) The superintendent shall furnish each domestic
insurance
company
a printed copy of the forms for the filing of
statutory
financial statements and other financial information
required to
be made by it.
Sec. 3907.02. The persons forming a company under section
3907.01 of the Revised Code shall file in the office of the
secretary of state articles of incorporation, signed by them,
setting forth their intention to form a company, which articles
shall comprise a copy of the charter they propose to adopt. The
charter shall set forth the name of the company, which shall not
be the corporate name or title used to designate any fire, life,
marine, or other insurance company existing under the laws of
this
state, the place where it is to be located, the kind of
business
to be undertaken, the manner in which its corporate
powers are to
be exercised, the number of directors or trustees,
the manner of
electing them and other officers,
a majority of
whom shall be
citizens of this state, the time of such election,
the manner of
filling vacancies, the amount of capital to be
employed, and such
other particulars as are necessary to explain
and make manifest
the objects and purposes of the company, and
the manner in which
it is to be conducted. The number of
directors or trustees shall
be not less than five nor more than
twenty-one.
At any time the
number may be increased or
diminished between the same limits, at
the will of the
stockholders representing a majority of the stock
or a majority
of the members
The number of directors or
trustees
may be fixed or
changed at a meeting of the stockholders
or
members called for the
purpose of electing directors or
trustees
at which a quorum is
present, by affirmative vote of the
holders
of a majority of the
shares, or a majority of the members,
which
are represented at the
meeting and entitled to vote on the
proposal. In addition to the
authority of the stockholders or
members to change the number of
directors or trustees and the
manner in which the number may be
fixed or changed, the articles,
code of regulations, or bylaws may
authorize the directors or
trustees to change the number of
directors or trustees, may
specify the manner in which the
directors or trustees are to
change the number of directors or
trustees and the limitations
upon the directors' or trustees' use
of this authority, and may
authorize the directors or trustees who
are in office to fill any
director's or trustee's office that is
created by an increase in
the number of directors or trustees. No
reduction in the number
of directors or trustees shall of itself
have the effect of
shortening the term of any incumbent director
or trustee.
Sec. 3925.03. Within one month after the subscription
books
of
an
a stock insurance company are filled, as provided in section
3925.02 of the Revised Code, and after the articles of
incorporation
of a stock insurance company are filed with the
secretary of state, a majority
of subscribers to the
voting stock
shall
hold a meeting for the election
of not less than five nor
more
than twenty-one directors.
At any
time thereafter the
The
number
of directors may be increased or diminished between
the
same
limits, at the will of stockholders representing a
majority
of the
stock or a majority of the members. Each member
of a
mutual
insurance company is entitled to one vote, and each
by
amendment
of the code of regulations or bylaws, if the number of
directors
is included in the code of regulations or bylaws of the
company,
or pursuant to a vote of the stockholders representing a
majority
of the stock voting, in person or by proxy, at a meeting,
if the
number of directors is included in the articles of
incorporation
of the company. No reduction in the number of
directors shall of
itself have the effect of shortening the term
of any incumbent
director. Each stockholder
in other companies is
entitled to one
vote for each
share of
voting stock
he holds
held.
If their bylaws so
provide,
mutual
companies may elect directors
for a term of three
years, the term
of office of one third of the
number elected to
expire each year,
and those who receive the
highest number of
votes at the first
election to serve for the
longest term. From their own number the
The directors of
such an
a stock
insurance
company shall choose, by ballot, a president, and also
fill
vacancies that arise in the board, or in the presidency
thereof
of the company.
Sec. 3925.04. When convened at the office of the company,
the board of
directors elected
or appointed as provided in section
3925.03
or 3941.05 of the Revised Code, or a
majority of the
board, may appoint a secretary and other officers or agents
necessary for transacting its business, and may pay such salaries
and take
such securities as the board considers reasonable. The
board may ordain and
establish bylaws and
a code of regulations,
or make amendments to the bylaws or code of regulations previously
adopted, not inconsistent with the constitution and
laws of this
state and of the United States, which appear necessary for
regulating and conducting the business of the company. New bylaws
or
regulations shall not take effect until approved by the
superintendent of
insurance and until a copy thereof is filed in
his
the
superintendent's office. The board shall
keep full and
correct records of its transactions, which shall be open at all
times to the inspection of the members or stockholders.
Sec. 3941.05. A domestic mutual company has legal existence,
subject to the
limitations prescribed in sections 3941.01 to
3941.34
inclusive, of the
Revised Code, from the filing of its
articles of incorporation with the
secretary of state. The
original incorporators may fix and call the first
meeting and
adopt bylaws which thereupon shall be filed with the
superintendent of insurance, and may elect the first officers and
directors
who shall continue in office until the first annual
meeting of the members.
The number of directors shall not be less
than five nor more than twenty-one. The number of directors may
be increased or diminished between the same limits by amendment of
the code of regulations or bylaws pursuant to section 3941.09 of
the Revised Code, if the number of directors is included in the
code of regulations or bylaws of the mutual company, or pursuant
to a vote of the majority of the members voting, in person or by
proxy, at a meeting, if the number of directors is included in the
articles of incorporation of the mutual company. No reduction in
the number of directors shall of itself have the effect of
shortening the term of any incumbent director. If a mutual company's code of regulations or bylaws so
provide, a mutual company may elect directors for a term of three
years, the term of office of one third of the number elected to
expire each year, and those who receive the highest number of
votes at the first election to serve the longest term. The
directors of a mutual company may choose, by ballot, a president
of the company and also fill vacancies that arise in the board, or
in the presidency of the company.
Section 2. That existing sections 3905.29, 3907.02, 3925.03,
3925.04, and 3941.05 and section 3901.43 of the Revised Code
are
hereby repealed.
|