The definitions in this section apply to the following terms when used in this chapter. (a) âAdoption dateâ means the date the board of directors adopts the plan of conversion. (b) âConverted companyâ means the converted insurer or converted mutual holding company, as the case may be. (c) âConverted insurerâ means the incorporated stock insurer into which a mutual insurer has been converted or merged or redomiciled in accordance with the provisions of this chapter. (d) âConverted mutual holding companyâ means the stock corporation into which a mutual holding company has been converted in accordance with this chapter. (e) âConverting mutual life companyâ means, for a plan of conversion under this chapter, the mutual life insurer or mutual holding company that is converting under such a plan. (f) âEffective dateâ means, for the conversion of a mutual life insurer, the date upon which the conversion of the mutual life insurer is effective, as specified in the commissionerâs amendment to the mutual life insurerâs certificate of authority issued in accordance with Section 11542, as a result of conversion proceedings under this chapter. For the conversion of a mutual holding company, âeffective dateâ means the date upon which the conversion of a mutual holding company is effective, as specified in the amended articles of incorporation of the mutual holding company filed with the Secretary of State in accordance with Section 11542, as a result of conversion proceedings under this chapter. (g) âEligible membersâ means, for the conversion of a mutual life insurer, the members of the mutual life insurer who are of record on the mutual life insurerâs adoption date. For the conversion of a mutual holding company, âeligible membersâ means the members of the mutual holding company who are of record on the mutual holding companyâs adoption date. (h) âMemberâ means a person who, by the records of the mutual company and by its articles of incorporation or bylaws, is deemed to be a holder of a membership interest in the mutual company. For a mutual life insurer, a plan of conversion may provide that the term âmemberâ also includes a person who is the owner of a policy issued or assumed by an insurer, that, pursuant to court order, is to be merged into the converted company. On and after the effective date of a plan of conversion that creates a mutual holding company, the term âmemberâ means a member of a mutual holding company, as provided in Section 11542.1. (i) âMembership interestsâ means the interests of members arising under this code and the articles of incorporation and bylaws of the mutual company or otherwise by law. Membership interests include the right to vote for directors of the mutual company and the right to vote on any plan of merger, consolidation, reinsurance, or transfer of assets and liabilities of the mutual company. Membership interests do not include membersâ rights in surplus, if any. (j) âMutual companyâ means, in the case of a plan of conversion, the mutual life insurer, mutual property-casualty insurer, or mutual holding company that is converting pursuant to such plan. (k) âMutual holding companyâ means a corporation organized under the laws of this state subject to the General Corporation Law as set forth in the Corporations Code. The articles of incorporation of a mutual holding company shall contain provisions stating the following: (1) It is a mutual holding company organized under this chapter. (2) One purpose of the mutual holding company is to hold not less than 51 percent of the voting stock of a stock holding company, which in turn holds all of the voting stock of a converted life insurer. (3) It is not authorized to issue voting stock. (4) Its members have the rights specified in Section 11542.1 and in its articles of incorporation and bylaws. (5) Its assets and liabilities are subject to inclusion in the estate of the converted insurer
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