28 Tex. Admin. Code § 13.10 - Merger under the Insurance Code, Article 14.13

(a) No association or company shall merge with another association or company nor transfer any part or group of its membership to another association or company nor merge nor transfer members from one group to another within an association or company without first obtaining the consent of the commissioner of insurance. The commissioner of insurance may not consent to any such merger or transfer except after a complete investigation into the facts and a determination by him that such transfer or merger is to the advantage of the association or company or groups to be affected.

(b) In effecting such merger or transfer, the provisions of the Texas Nonprofit Corporation Act shall be followed to the extent that such provisions are applicable and such duties as are required of the secretary of state under such Act shall be performed by the commissioner of insurance.

(c) The commissioner of insurance may consider, among other things, the following:

(1) whether such merger or transfer was duly authorized in accordance with the articles of association or articles of incorporation of the respective associations or companies and in accordance with the bylaws of the respective associations or companies;

(2) whether such merger or transfer was duly authorized in accordance with the provisions of the Texas Nonprofit Corporation Act and other applicable statutes and in conformity with the applicable rules of the State Board of Insurance;

(3) the minutes of the respective membership and boards of directors' meetings concerning such merger and whether such minutes contain the text of the resolutions and motions adopted and a tabulation of votes upon each motion and resolution;

(4) the terms of the plan of merger;

(5) the terms of the articles of merger;

(6) the terms of the certificate of assumption or other certificate which is proposed to be issued to the members being transferred;

(7) the financial condition of each association or company and of each group, club, or class affected by such merger, including a statement setting forth the number of members and amount of assets and liabilities of each fund being transferred;

(8) such statements as are required under the provisions of the Texas Nonprofit Corporation Act, Article 5.04;

(9) if, under the terms of the merger, all of the members of an association or company are being transferred, whether such association has surrendered for cancellation its articles of association or articles of incorporation, its constitution and bylaws and its current certificate of authority.

(d) After a public hearing, if it be found that such merger is to the advantage of the associations or companies or groups to be affected, the commissioner of insurance shall enter an order consenting to such merger and the associations or companies or groups affected shall thereupon be authorized to proceed to consummate such merger and to issue and deliver the applicable certificate of assumption or other certificate to the members being transferred. Such order of the commissioner of insurance shall constitute a certificate of merger within the meaning of the Texas Nonprofit Corporation Act, Article 5.05. If, after a public hearing, the commissioner of insurance is unable to find that such merger is to the advantage of the associations or companies or groups to be affected, the commissioner of insurance shall enter an order to that effect and such merger shall not be consummated.

Notes

28 Tex. Admin. Code § 13.10

The provisions of this §13.10 adopted to be effective January 1, 1976; amended to be effective May 3, 1983, 9 TexReg 5425.