Ohio Code § 3913.27

§ 3913.27.

(A) A reorganization plan adopted by a mutual insurance company's board of directors

pursuant to section 3913.26 of the Revised Code shall be voted upon by a mutual insurance company's policyholders at a policyholders'

meeting.  A policyholder is entitled to cast only one vote, in person or by proxy, on the

reorganization plan regardless of the number of policies or contracts that the policyholder

may own or hold.  Only proxies specifically related to the reorganization plan shall be used in determining

whether the reorganization plan is approved pursuant to division (C) of this section. (B) All policyholders shall be given notice of the policyholders' meeting to vote upon

the reorganization plan at least thirty days prior to the date fixed for the policyholders'

meeting.  Notice of the time and place of such meeting shall be sent by mail to each policyholder

at the policyholder's post office address as it appears on the books and records of

the company.  The notice shall include a summary of the reorganization plan adopted by the board

of directors, including an analysis of the material financial aspects and potential

for dilution of policyholders' interests in the mutual insurance company under the

reorganization plan, a uniform ballot for voting on the question of the reorganization

plan, and a statement informing the policyholders that the superintendent of insurance

may fix a time and place for a public hearing on the reorganization plan, to be held

within thirty days after the superintendent's receipt of written notice from the board

of directors of the policyholders' approval of the reorganization plan. (C) A reorganization plan shall be approved upon receiving the affirmative vote of at

least a majority of the votes cast by policyholders. (D)(1) If a reorganization plan is approved at the policyholders' meeting, the board of

directors of a mutual insurance company shall provide the superintendent with written

notice of that approval within ten days after the policyholders' meeting. (2) The superintendent may, within ten days after receiving the notice from the board

of directors, provide written notice to the mutual insurance company of the superintendent's

intent to conduct one or more public hearings on the reorganization plan.  At a minimum, the superintendent's notice to the mutual insurance company shall

include a time and a place for the first public hearing, which shall be held within

thirty days after the superintendent's receipt of the notice from the board of directors. (3) Within ten days after the mutual insurance company's receipt of a notice from the

superintendent of the superintendent's intent to conduct one or more public hearings

on the reorganization plan, if such notice is provided, the mutual insurance company

shall provide notice of the time and place of such hearing by causing this information

to be published once each week for two consecutive weeks in a newspaper published

and of the largest circulation in the counties of Cuyahoga, Franklin, Hamilton, and

Lucas, in the county in this state in which the mutual insurance company has its principal

office, and in the newspaper of the largest circulation in the state capital of each

state of the United States in which the company maintains an office or agency for

the solicitation of insurance. (E) The proposed articles of incorporation and code of regulations for the mutual insurance

holding company and the reorganized stock company, and, if applicable, for an intermediate

holding company, as filed with the superintendent pursuant to division (G)(4) of section 3913.26 of the Revised Code , shall also be voted upon by the mutual insurance company's policyholders at the

policyholders' meeting held pursuant to this section.  The articles of incorporation and code of regulations shall be adopted upon receiving

the affirmative vote of at least a majority of the votes cast by policyholders. (F) At all public hearings conducted by the superintendent pursuant to the superintendent's

authority under division (D)(2) of this section, the superintendent may summon and

compel the attendance and testimony of witnesses and the production of books and papers.  The superintendent shall hear the testimony of persons claiming to be adversely

affected by the reorganization plan, and of others wishing to comment on the reorganization

plan.  Such persons may present a position and offer comments concerning the reorganization

plan, including a position and comments concerning whether the reorganization plan

is fair and equitable to the mutual insurance company's policyholders and whether

it complies with sections 3913.25 to 3913.38 of the Revised Code . (G) A mutual insurance company's failure to provide a member or members with the notice

required by this section shall not impair the validity of any action taken under sections 3913.25 to 3913.38 of the Revised Code , if the mutual insurance company has complied substantially and in good faith with

all notice requirements.  The determination as to such compliance shall be made by the superintendent.