{"data":{"id":"us-ky/krs-304.24-095","jurisdiction":"us-ky","citation":"KRS 304.24-095","heading":"Articles of incorporation of a combined stock and mutual life insurance","body":"company -- Possible amendments.\n(1) A domestic stock or mutual life insurance company may amend its articles of\nincorporation so as to become a combined stock and mutual life c ompany;\nprovided, that no such amendment shall deprive any stockholder or member or\npolicyholder of the right, at any and all meetings of stockholders and members or\npolicyholders held thereafter, to cast as many votes for directors as are provided by\nthe articles of incorporation in force at the time of the adoption of such amendment,\nor by the law in force at such time. No such amendment shall be construed to\nchange the identity of the corporation and it shall thereafter continue to be governed\nby the law s applicable thereto at the time of such amendment and as amended\nhereafter and not inconsistent with this subtitle, as well as those relating to the\nadded characteristic of capital stock or mutuality which it shall have acquired by\nsuch amendment.\n(2) The articles of incorporation of a combined stock and mutual insurance company\nmay be amended in any respect provided by KRS Chapter 271B and this subtitle, in\nthe manner therein provided. The articles of incorporation of a combined stock and\nmutual life insurance company may also be amended in respect to any matter which\nthe original articles of incorporation of a combined stock and mutual life insurance\ncompany might lawfully have contained, or so as to vest in its board of directors\nauthority to make and al ter bylaws subject to the power of the stockholders and\nmembers to change or repeal such bylaws, by the affirmative vote, at a regular\nmeeting of stockholders and members or at a special meeting of stockholders and\nmembers called for that expressly stated purpose by the board of directors which\nshall first have proposed the amendment and declared it to be advisable, of:\n(a) A majority of the total number of votes to which stockholders are entitled; and\n(b) At least one -fifth (1/5) of the total number of vot es to which participating\npolicyholder members are entitled, provided the proposed amendment does\nnot receive the negative vote of more than five percent (5%) of the total\nnumber of votes to which all participating policyholder members are entitled.\n(3) The articles of incorporation of a combined stock and mutual life insurance\ncompany may also be amended so as to increase or decrease its capital stock, or so\nas to change the number and par value of the shares of its capital stock, or so as to\nlimit or deny to stockholders the preemptive right to subscribe to any or all shares of\nstock which may be authorized to be thereafter issued, by a majority vote of all its\nshares but without the vote of its members, at a regular meeting or at a special\nmeeting of stoc kholders called for that expressly stated purpose by the board of\ndirectors which shall first have proposed the amendment and declared it to be\nadvisable and not adverse to or in conflict with the rights and interests of the\nmembers, provided that if the p roposed amendment is to increase or decrease the\ncapital stock or to change the number of the shares of the capital stock, the\nresolution specifying the proposed amendment and the certificate of amendment\nshall expressly provide:\n(a) That the stockholders holding all its shares shall, at all meetings, be entitled to\nthe same number of total votes after the amendment is adopted as they were\nentitled to before the amendment; and\n(b) That each stockholder shall, at all meetings, be entitled to a fraction of on e (1)\nvote for each share of stock held by him, the numerator of which fraction shall\nbe the number of shares outstanding before the first such amendment is\nadopted and the denominator of which fraction shall be the number of shares\noutstanding.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=29541","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:57:51Z","sha256":"1fe2cfc0c0a31cd3cd719bfa8af330f3cd13b11dce1f245682fc30cd56efea69","source_id":"us-ky","stale":false,"prev":"us-ky/krs-304.24-090","next":"us-ky/krs-304.24-100"},"notice":"GroundRules: Original legal text. Not legal advice."}