KRS 304.24-095: Articles of incorporation of a combined stock and mutual life insurance

company -- Possible amendments.

(1) A domestic stock or mutual life insurance company may amend its articles of

incorporation so as to become a combined stock and mutual life c ompany;

provided, that no such amendment shall deprive any stockholder or member or

policyholder of the right, at any and all meetings of stockholders and members or

policyholders held thereafter, to cast as many votes for directors as are provided by

the articles of incorporation in force at the time of the adoption of such amendment,

or by the law in force at such time. No such amendment shall be construed to

change the identity of the corporation and it shall thereafter continue to be governed

by the law s applicable thereto at the time of such amendment and as amended

hereafter and not inconsistent with this subtitle, as well as those relating to the

added characteristic of capital stock or mutuality which it shall have acquired by

such amendment.

(2) The articles of incorporation of a combined stock and mutual insurance company

may be amended in any respect provided by KRS Chapter 271B and this subtitle, in

the manner therein provided. The articles of incorporation of a combined stock and

mutual life insurance company may also be amended in respect to any matter which

the original articles of incorporation of a combined stock and mutual life insurance

company might lawfully have contained, or so as to vest in its board of directors

authority to make and al ter bylaws subject to the power of the stockholders and

members to change or repeal such bylaws, by the affirmative vote, at a regular

meeting of stockholders and members or at a special meeting of stockholders and

members called for that expressly stated purpose by the board of directors which

shall first have proposed the amendment and declared it to be advisable, of:

(a) A majority of the total number of votes to which stockholders are entitled; and

(b) At least one -fifth (1/5) of the total number of vot es to which participating

policyholder members are entitled, provided the proposed amendment does

not receive the negative vote of more than five percent (5%) of the total

number of votes to which all participating policyholder members are entitled.

(3) The articles of incorporation of a combined stock and mutual life insurance

company may also be amended so as to increase or decrease its capital stock, or so

as to change the number and par value of the shares of its capital stock, or so as to

limit or deny to stockholders the preemptive right to subscribe to any or all shares of

stock which may be authorized to be thereafter issued, by a majority vote of all its

shares but without the vote of its members, at a regular meeting or at a special

meeting of stoc kholders called for that expressly stated purpose by the board of

directors which shall first have proposed the amendment and declared it to be

advisable and not adverse to or in conflict with the rights and interests of the

members, provided that if the p roposed amendment is to increase or decrease the

capital stock or to change the number of the shares of the capital stock, the

resolution specifying the proposed amendment and the certificate of amendment

shall expressly provide:

(a) That the stockholders holding all its shares shall, at all meetings, be entitled to

the same number of total votes after the amendment is adopted as they were

entitled to before the amendment; and

(b) That each stockholder shall, at all meetings, be entitled to a fraction of on e (1)

vote for each share of stock held by him, the numerator of which fraction shall

be the number of shares outstanding before the first such amendment is

adopted and the denominator of which fraction shall be the number of shares

outstanding.