Part 8. Mutual Insurance Holding Companies.

58-10-275. Definitions.

The following definitions apply in this Part:

(1) Affiliated. - Defined in G.S. 58-19-5.

(2) Control. - Defined in G.S. 58-19-5.

(3) Domestic mutual insurance company. - An insurance company organized on a mutual plan and incorporated under the laws of North Carolina.

(4) Interested person. - With respect to another person, includes any of the following:

a. Any affiliated person.

b. Any member of the immediate family of any natural person who is an affiliated person of such company.

c. Any person or partner or employee of any person who at any time since the beginning of the last two completed fiscal years of such company has acted as legal counsel for such company.

d. Any natural person whom the Commissioner by order shall have determined to be an interested person by reason of having had, at any time since the beginning of the last two completed fiscal years of such company, a material business or professional relationship with such company or with the principal executive officer of such company.

(5) Intermediate holding company. - A holding company that is a subsidiary of a mutual insurance holding company or part of a holding company system controlled by a mutual insurance holding company subject to the terms and conditions of Article 19 of this Chapter and that either directly or through a subsidiary intermediate holding company has one or more subsidiary reorganized insurance companies of which a majority of the voting shares of the capital stock would otherwise have been required by this section to be at all times owned by the mutual insurance holding company.

(6) Limited application. - An application by a domestic mutual insurance company for reorganization to a mutual insurance holding company which will hold, at all times, one hundred percent (100%) of the stock of its insurance subsidiaries.

(7) Majority of the voting shares of the capital stock of the reorganized insurance company. - Shares of the capital stock of a reorganized insurance company which carry the right to cast a majority of the votes entitled to be cast by all of the outstanding shares of the capital stock of the reorganized insurance company for the election of directors and on all other matters submitted to a vote of the shareholders of the reorganized insurance company.

(8) Member of the immediate family. - Any parent, spouse of a parent, child, spouse of a child, spouse, brother, or sister, including step and adoptive relationships.

(9) Mutual insurance holding company. - A holding company organized on a mutual plan and incorporated under the laws of North Carolina, resulting from the reorganization of a domestic mutual insurance company pursuant to this Part, with one or more stock insurance holding company subsidiaries or stock insurance company subsidiaries.

(10) Plan of reorganization. - A plan to reorganize a domestic mutual insurance company by forming a mutual insurance holding company.

(11) Standard application. - An application by a domestic mutual insurance company for reorganization to a mutual insurance holding company which may sell interests in its subsidiaries to third parties.

(12) Stock. - Any security evidencing an equity interest in the issuing entity.

(13) Stock offering. - Any proposed sale, exchange, transfer, or other change of ownership of stock or of securities convertible into or exchangeable or exercisable for stock. For the purposes of this Article, "stock offering" shall not include any of the following:

a. An offering of preferred stock which is not convertible or exchangeable into common stock and which has no ordinary voting rights.

b. A transfer of stock among any of the following:

1. A mutual insurance holding company.

2. An insurance company subsidiary of a mutual insurance holding company.

3. An intermediate holding company subsidiary of a mutual insurance holding company.

4. An insurance company subsidiary of an intermediate holding company subsidiary to a mutual insurance holding company.

(14) Subsidiary. - Defined in G.S. 58-19-5. (2012-161, s. 1.)