ORS 732.475
Members’ meetings and procedures of domestic mutual and reciprocal insurers


The following provisions shall apply to and govern meetings of members of a domestic mutual insurer and, to the extent applicable, meetings of subscribers of a domestic reciprocal insurer:

(1)

Unless the notice of the meeting is by personal mail or delivery to the members, or as provided in subsection (5) of this section, the annual meeting, and all special meetings of members shall be held at or in the immediate vicinity of the home office of the insurer.

(2)

In lieu of personal notice mailed or delivered to members, notice of the annual meeting or of a special meeting of members may be given by publishing a notice thereof once a week for two consecutive weeks in the newspaper with the largest general circulation in this state and, if the home office is located outside the city of such newspaper, then also in the newspaper with the largest general circulation published at or nearest the home office city of the insurer. The published notice shall state the time and place of the meeting and the matters to be presented and considered and, if a special meeting, shall also state the purpose for which it is called. The date of the first publication thereof shall be not less than 20 nor more than 50 days prior to the meeting date.

(3)

A copy of the meeting notice mailed, delivered or published shall be mailed or delivered to the Director of the Department of Consumer and Business Services at least 20 days prior to the meeting date. The director may attend any such meeting.

(4)

The date and time of the annual meeting shall be set forth in the bylaws. Such date and time and location of the home office of the insurer shall be set forth in the policy issued to the member or in a notice forwarded to the policyholder within 30 days after the issuance of the policy. If the date or time of such meeting is changed by amendment to the bylaws, which amendment may be adopted in the same manner as any other amendment to the bylaws, there shall be mailed or delivered to each member not less than 30 days before the date of the annual meeting, the date or time of which has been changed, a notice of the change thereof. Such a notice may be given by policy or policy indorsement or by a separate notice document.

(5)

Notwithstanding the provisions of subsections (1) to (4) of this section, if the director finds, after inquiry and investigation, that the operations of an insurer are not financially sound or that its management is not acting in a sound and prudent manner for the benefit of the members or that certain practices and procedures of or involving the insurer’s operations or management ought to be presented to the members, the director may direct that the insurer call a special meeting for such purpose or that such matters be put on the agenda at an annual meeting. In such case, the director may further direct that notice of such meeting be given in the manner prescribed in ORS 60.214 (Notice of meeting). The notice shall also state that the special meeting is called, or that the particular matters are included on the agenda of the regular meeting, at the direction of the director.

(6)

The members present in person or represented by proxy shall constitute a quorum at a duly called meeting of members. The affirmative vote of a majority of members voting on any matter presented at such meeting shall constitute the act of the members unless the voting of a greater number is required by law or the insurer’s articles of incorporation or bylaws. [1967 c.359 §193; 1971 c.231 §43; 1987 c.846 §9]

Source: Section 732.475 — Members’ meetings and procedures of domestic mutual and reciprocal insurers, https://www.­oregonlegislature.­gov/bills_laws/ors/ors732.­html.

732.005
Application of private corporation law
732.015
Permit to organize insurer required
732.025
Application for permit to organize stock insurer
732.035
Application for permit to organize insurer without capital stock
732.045
Investigation of applications to organize insurers
732.055
Approval or disapproval of application for permit
732.065
Reporting of changes in information in application
732.075
Revoking or suspending permit to organize insurer
732.085
Incorporators
732.095
Articles of incorporation
732.105
Filing articles of incorporation and surety bond, letter of credit or deposit
732.115
Approval of articles, documents and bond, letter of credit or deposit
732.125
Registration of securities subsequent to issuance of organization permit and certificate of incorporation
732.135
Soliciting subscriptions and applications
732.145
Stipulations required in subscriptions and applications
732.155
Organization to be completed within two years
732.165
Liability of directors and incorporators
732.175
Liability for acting as corporate insurer without authority
732.205
General powers of insurers
732.210
Assertion of lack of capacity or power
732.215
Management contracts prohibited
732.220
Exclusive agency contracts
732.225
Impairment of required capitalization prohibited
732.230
Order to cure impairment
732.235
Voluntary dissolution of insurer
732.240
Trusts of life insurance proceeds
732.245
Home office
732.250
Continuity of management in event of national emergency
732.305
Board of directors
732.320
Supporting documents for expenditures
732.325
Certain transactions and compensation between insurers and directors, trustees, officers, agents or employees prohibited
732.405
Authorized shares
732.410
Right to acquire own shares
732.415
Stock insurer’s proxies
732.420
“Equity security” defined
732.425
Application of insider trading regulation
732.430
Filing statement of security ownership with director
732.435
Suit to recover insider profits
732.440
Prohibited sales of securities
732.445
Establishing or maintaining primary or secondary market in securities
732.450
Arbitrage transactions exempt
732.455
Rules
732.460
Annual report to shareholders or members
732.465
Members of domestic mutual insurers
732.470
Voting rights of members of mutual insurer
732.475
Members’ meetings and procedures of domestic mutual and reciprocal insurers
732.480
Copy of bylaws of domestic mutual insurer to be provided to director
732.517
Purpose of ORS 732.517 to 732.546
732.518
Definitions for ORS 732.517 to 732.546
732.521
Activities that are prohibited unless specified procedures followed
732.523
Procedure for acquiring controlling interest of capital stock
732.526
Hearing on proposed activity
732.527
Approval of acquisition by chief insurance regulatory officials of two or more jurisdictions
732.528
Approval of proposed activity
732.529
Procedures following approval by director of proposed activity
732.531
Acquisition of assets or insurance of mutual or reciprocal insurers
732.533
Statement of acquisition
732.536
Compliance with foreign or alien laws
732.537
Application of ORS 732.527, 732.539, 732.542 and 732.544 to change of control of insurer
732.538
Effect of merger or consolidation
732.539
Notification of acquisition
732.541
Jurisdiction over person obtaining or attempting to obtain control
732.542
Monopoly or substantial diminishment of competition
732.544
Director’s order
732.546
Severability
732.547
Remedies for violation of ORS 732.517 to 732.546
732.548
Definitions for ORS 732.517 to 732.596
732.549
Subsidiaries
732.551
Registration of insurer members of holding company systems
732.552
Registration statement
732.553
Certain information not required to be disclosed
732.554
Changes in registration information
732.556
Requirement that certain persons provide information to insurers
732.558
Termination of registration by director
732.562
Consolidated registration
732.564
Registration for affiliated insurers
732.566
Exemption from ORS 732.517 to 732.596 by director
732.567
Presumption of control
732.568
Disclaimer of affiliation
732.569
Annual enterprise risk report
732.571
Supervisory college for domestic insurer
732.572
Rulemaking authority for ORS 732.517 to 732.596
732.574
Standards for transactions within holding company
732.576
Dividends and distributions
732.578
Liability of officers and directors of insurer that is subject to registration
732.582
Determination of reasonableness and adequacy of capital and surplus
732.584
Examinations
732.586
Confidentiality of information
732.588
Supervision, rehabilitation or liquidation
732.592
Recovery from parent corporation or holding company if domestic insurer ordered into liquidation or rehabilitation
732.594
Director’s determination or acknowledgment of appropriate group-wide supervisor for internationally active insurance group
732.596
Request by insurance holding company system for determination or acknowledgement of group-wide supervisor
732.600
Definitions for ORS 732.600 to 732.630
732.602
Intent of ORS 732.600 to 732.630
732.604
Permissible actions of domestic mutual insurer
732.606
Plan for conversion or reorganization
732.608
Waiver of requirements of ORS 732.606
732.610
Contents of plan
732.611
Eligible member of domestic mutual insurer or mutual holding company
732.612
Consideration for membership interest in converting or reorganizing mutual insurer
732.614
Effect of conversion
732.616
Reorganization involving organization of stock holding company
732.618
Reorganization involving organization of mutual holding company
732.620
Status of mutual holding company as corporation
732.622
Restructuring of mutual holding company
732.624
Approval by Director of Department of Consumer and Business Services of mutual holding company restructuring plan
732.626
Plan review and approval
732.628
Limitations on ownership of shares in companies resulting from conversion, reorganization or restructuring
732.630
Dissenters’ rights
732.650
Definitions
732.653
Scope
732.656
Risk management framework
732.659
Own risk and solvency assessment in accordance with manual
732.662
Own risk and solvency summary report
732.666
Exemptions
732.669
Documentation and supporting information
732.672
Confidentiality
732.680
Submission of corporate governance annual disclosure
732.683
Discretion as to form and content of responses to inquiries in corporate governance annual disclosure
732.686
Maintenance of confidentiality and privilege
732.689
Retention of consultant to assist director’s review of corporate governance annual disclosure
732.810
Definitions for ORS 732.810 to 732.814
732.811
Application of ORS 732.810 to 732.814
732.812
Filing of financial statements
732.813
Notice to prospective insured
732.814
Authority of director over controlling producer and controlled insurer
732.820
Interstate Insurance Product Regulation Compact
732.825
State member of Interstate Insurance Product Regulation Commission
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