West Virginia Code § 33-5-28

Mergers and consolidations of mutual insurers
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(a) A domestic mutual insurer shall not merge or consolidate with a stock insurer.
(b) A domestic mutual insurer may merge or consolidate with another mutual insurer in
accordance with procedures prescribed by general laws applying to corporations formed for
profit, except as hereinbelow provided.
(c) The plan and agreement for merger or consolidation shall be submitted to and approved
by at least two thirds of the members of each mutual insurer involved voting thereon at
meetings called for the purpose pursuant to such reasonable notuice and procedure as has
been approved by the commissioner. If a life insurer, right to vote may be limited to
members whose policies are in face amount of not less than $1,000 and have been in force
one year or more.
(d) No such merger or consolidation shall be effectuated unless in advance thereof the plan
and agreement therefor have been filed with and alpproved in writing by the commissioner.
The commissioner shall give such approval wisthin a reasonable time after such filing unless
he finds such plan or agreement:
(1) Inequitable to the policyholders of any domestic insurer involved; or
(2) Would substantially reduce the security of and service to be rendered to policyholders of
the domestic insurer in West Virginia or elsewhere.
If the commissioner does not approve such plan or agreement he shall so notify the insurer
in writing specifying his reasons therefor.

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