2017 ORS 732.529¹
Procedures following approval by director of proposed activity

(1) Following approval of a proposed activity by the Director of the Department of Consumer and Business Services or pursuant to a court order or judgment, the proposed activity shall be submitted for approval to the members of a domestic mutual insurer, the subscribers of a domestic reciprocal insurer or the shareholders of a domestic stock insurer.

(2) A notice of the meeting at which the proposed activity will be submitted for approval shall set forth the time, place and purpose of the meeting. The notice, the procedure to be followed at the meeting, quorum requirements and voting at the meeting shall be governed by the provisions in the Insurance Code and the articles of incorporation and bylaws of the insurer applicable to annual or special meetings of members, subscribers or shareholders. The notice of the meeting must contain or be accompanied by a copy or summary of the statement filed under ORS 732.523 (Procedure for acquiring controlling interest of capital stock).

(3)(a) Unless the articles of incorporation require a greater number of affirmative votes, the proposed activity is approved:

(A) By the subscribers of a domestic reciprocal insurer or the shareholders of a domestic stock insurer entitled to vote at a meeting duly called and held if the votes cast in favor of the proposed activity exceed the votes cast opposing the proposed activity; or

(B) By the members of a domestic mutual insurer entitled to vote at a meeting duly called and held if the proposed activity is approved by two-thirds or more of the members voting on the proposed activity.

(b) If provided in the statement filed under ORS 732.523 (Procedure for acquiring controlling interest of capital stock) and approved by the director, voting on the proposed activity by the members of a domestic mutual insurer may be limited to eligible members determined in accordance with ORS 732.531 (Acquisition of assets or insurance of mutual or reciprocal insurers) (2), and voting on the proposed activity by the subscribers of a domestic reciprocal insurer may be limited to eligible subscribers determined in accordance with ORS 732.531 (Acquisition of assets or insurance of mutual or reciprocal insurers) (2).

(c) The board of directors of a domestic mutual insurer may condition its submission of the proposed activity to the members on any legal basis.

(4) If the proposed activity is approved by the members, subscribers or shareholders in accordance with this section and the activity is consummated, the activity shall bind all members of a domestic mutual insurer, all subscribers of a domestic reciprocal insurer and all shareholders of a domestic stock insurer.

(5) Dissenters’ rights provided in ORS 60.551 (Definitions for ORS 60.551 to 60.594) to 60.594 (Court costs and counsel fees) are not available to any member of a domestic mutual insurer or any subscriber of a domestic reciprocal insurer with respect to an activity that is subject to the approval of the director.

(6) An insurer, other than a domestic insurer, or another corporation that is a party to a proposed activity described in a statement filed under ORS 732.523 (Procedure for acquiring controlling interest of capital stock) is subject to the laws of its domiciliary jurisdiction governing approval of its members, subscribers or shareholders. [1997 c.771 §22; 2001 c.352 §1; 2003 c.576 §554]

1 Legislative Counsel Committee, CHAPTER 732—Organization and Corporate Procedures of Domestic Insurers; Regulation of Insurers Generally, https://­www.­oregonlegislature.­gov/­bills_laws/­ors/­ors732.­html (2017) (last ac­cessed Mar. 30, 2018).
 
2 OregonLaws.org contains the con­tents of Volume 21 of the ORS, inserted along­side the per­tin­ent statutes. See the preface to the ORS An­no­ta­tions for more information.
 
3 OregonLaws.org assembles these lists by analyzing references between Sections. Each listed item refers back to the current Section in its own text. The result reveals relationships in the code that may not have otherwise been apparent.