{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1016.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1016.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1016.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1016.html"}],"law_id":58891,"edition_id":1,"section_id":58891,"structure_id":15461,"section_number":"38.2-1016","catch_line":"Amendment of charter and bylaws; change of name; retirement and cancellation of stock; when mutualization effective; assets and liabilities; officers and directors; general restrictions and powers","history":"1954, c. 20, \u00a7 38.1-495.5; 1956, c. 431; 1986, c. 562.","full_text":"A\n\nUpon acquisition by the trustees of all of the capital stock of the insurer pursuant to the provisions of this article, the charter of the insurer shall be amended to reflect its mutualization. The charter may be amended in any other respect considered necessary by the board of directors and trustees of the insurer in accordance with the provisions of this article and Article 11 (§ 13.1-705 et seq.) of Chapter 9 of Title 13.1. Upon the amendment of the charter of the insurer, the board of directors named in the amendment shall adopt any changes in the bylaws considered necessary, and the bylaws and any amendments to them shall be filed with the Commission within thirty days after adoption.B\n\nAs soon as the charter of the insurer has been amended as provided in this section, the capital stock of the insurer held by the trustees shall be assigned to the insurer and shall be retired and cancelled. Certification of that action by the proper officers of the insurer shall be made to the Commission, and the trustees acting under the plan shall be discharged. The insurer shall then immediately become a mutual insurer owning all the assets of the converted stock insurer and subject to all its liabilities.C\n\nThe officers and directors of the insurer named in the amended charter shall continue as the officers and directors of the mutual insurer until their successors are duly elected in accordance with the provisions of the amended charter and the bylaws adopted under it.D\n\nThe converted mutual insurer, except as otherwise provided in this title, shall be subject to all the general restrictions and have all the general powers imposed and conferred upon nonstock corporations by law.","order_by":null,"text":{"0":{"id":215941,"text":"Upon acquisition by the trustees of all of the capital stock of the insurer pursuant to the provisions of this article, the charter of the insurer shall be amended to reflect its mutualization. The charter may be amended in any other respect considered necessary by the board of directors and trustees of the insurer in accordance with the provisions of this article and Article 11 (§ 13.1-705 et seq.) of Chapter 9 of Title 13.1. Upon the amendment of the charter of the insurer, the board of directors named in the amendment shall adopt any changes in the bylaws considered necessary, and the bylaws and any amendments to them shall be filed with the Commission within thirty days after adoption.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":215942,"text":"As soon as the charter of the insurer has been amended as provided in this section, the capital stock of the insurer held by the trustees shall be assigned to the insurer and shall be retired and cancelled. Certification of that action by the proper officers of the insurer shall be made to the Commission, and the trustees acting under the plan shall be discharged. The insurer shall then immediately become a mutual insurer owning all the assets of the converted stock insurer and subject to all its liabilities.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":215943,"text":"The officers and directors of the insurer named in the amended charter shall continue as the officers and directors of the mutual insurer until their successors are duly elected in accordance with the provisions of the amended charter and the bylaws adopted under it.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":215944,"text":"The converted mutual insurer, except as otherwise provided in this title, shall be subject to all the general restrictions and have all the general powers imposed and conferred upon nonstock corporations by law.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":15461,"edition_id":1,"name":"Conversion of Domestic Stock Insurer to Mutual Insurer","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":12858,"metadata":{},"date_created":"2026-06-26 03:55:12","date_modified":"2026-06-26 03:55:12","permalink":{"id":210937,"object_type":"structure","relational_id":15461,"identifier":"2","token":"38.2\/10\/2","url":"\/38.2\/10\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12858,"edition_id":1,"name":"Organization, Admission and Licensing of Insurers","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:43:57","date_modified":"2026-06-26 03:43:57","permalink":{"id":210851,"object_type":"structure","relational_id":12858,"identifier":"10","token":"38.2\/10","url":"\/38.2\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12698,"edition_id":1,"name":"Insurance","identifier":"38.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:49","date_modified":"2026-06-26 03:43:49","permalink":{"id":210661,"object_type":"structure","relational_id":12698,"identifier":"38.2","token":"38.2","url":"\/38.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":66586,"structure_id":15461,"section_number":"38.2-1006","catch_line":"Conversion of a domestic stock insurer to a mutual insurer","url":"\/38.2-1006\/","token":"38.2\/10\/2\/38.2-1006","metadata":false},{"id":63106,"structure_id":15461,"section_number":"38.2-1007","catch_line":"Notice to policyholders of meeting to approve conversion","url":"\/38.2-1007\/","token":"38.2\/10\/2\/38.2-1007","metadata":false},{"id":60389,"structure_id":15461,"section_number":"38.2-1008","catch_line":"Conduct of and voting at meeting","url":"\/38.2-1008\/","token":"38.2\/10\/2\/38.2-1008","metadata":false},{"id":60066,"structure_id":15461,"section_number":"38.2-1009","catch_line":"Payment for shares pursuant to conversion plan","url":"\/38.2-1009\/","token":"38.2\/10\/2\/38.2-1009","metadata":false},{"id":69061,"structure_id":15461,"section_number":"38.2-1010","catch_line":"How acquired shares held","url":"\/38.2-1010\/","token":"38.2\/10\/2\/38.2-1010","metadata":false},{"id":80248,"structure_id":15461,"section_number":"38.2-1011","catch_line":"Disposition of dividends after payments provided in conversion plan","url":"\/38.2-1011\/","token":"38.2\/10\/2\/38.2-1011","metadata":false},{"id":65293,"structure_id":15461,"section_number":"38.2-1012","catch_line":"Jurisdiction to compel completion of mutualization","url":"\/38.2-1012\/","token":"38.2\/10\/2\/38.2-1012","metadata":false},{"id":72720,"structure_id":15461,"section_number":"38.2-1013","catch_line":"Venue of proceedings","url":"\/38.2-1013\/","token":"38.2\/10\/2\/38.2-1013","metadata":false},{"id":81422,"structure_id":15461,"section_number":"38.2-1014","catch_line":"Parties and process","url":"\/38.2-1014\/","token":"38.2\/10\/2\/38.2-1014","metadata":false},{"id":64632,"structure_id":15461,"section_number":"38.2-1015","catch_line":"Determining value of stock outstanding; dismissal of petition or entry of decree requiring payment for and transfer of stock","url":"\/38.2-1015\/","token":"38.2\/10\/2\/38.2-1015","metadata":false},{"id":58891,"structure_id":15461,"section_number":"38.2-1016","catch_line":"Amendment of charter and bylaws; change of name; retirement and cancellation of stock; when mutualization effective; assets and liabilities; officers and directors; general restrictions and powers","url":"\/38.2-1016\/","token":"38.2\/10\/2\/38.2-1016","metadata":false}],"previous_section":{"id":64632,"structure_id":15461,"section_number":"38.2-1015","catch_line":"Determining value of stock outstanding; dismissal of petition or entry of decree requiring payment for and transfer of stock","url":"\/38.2-1015\/","token":"38.2\/10\/2\/38.2-1015","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1016\/","history_text":"

This law was first created in 1954. The record of its establishment is cataloged in chapter 20 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1954 \u201cActs\u201d aren\u2019t available online. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 431; in 1986, chapter 562.<\/p>","references":false,"refers_to":[{"id":71609,"section_number":"13.1-705","catch_line":"Authority to amend articles of incorporation","order_by":null,"url":"\/13.1-705\/"}],"permalink":{"id":210979,"object_type":"law","relational_id":58891,"identifier":"38.2-1016","token":"38.2\/10\/2\/38.2-1016","url":"\/38.2-1016\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1016\/","token":"38.2\/10\/2\/38.2-1016","dublin_core":{"Title":"Amendment of charter and bylaws; change of name; retirement and cancellation of stock; when mutualization effective; assets and liabilities; officers and directors; general restrictions and powers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1016","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Upon acquisition by the trustees of all of the capital stock of the insurer<\/span> pursuant to the provisions of this article, the charter of the insurer<\/span> shall be amended to reflect its mutualization. The charter may be amended in any other respect considered necessary by the board of directors and trustees of the insurer<\/span> in accordance with the provisions of this article and Article 11 (§ 13.1-705<\/a> et seq.) of Chapter 9 of Title 13.1. Upon the amendment of the charter of the insurer<\/span>, the board of directors named in the amendment shall adopt any changes in the bylaws considered necessary, and the bylaws and any amendments to them shall be filed with the Commission<\/span> within thirty days after adoption. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> As soon as the charter of the insurer<\/span> has been amended as provided in this section, the capital stock of the insurer<\/span> held by the trustees shall be assigned to the insurer<\/span> and shall be retired and cancelled. Certification of that action by the proper officers of the insurer<\/span> shall be made to the Commission<\/span>, and the trustees acting under the plan shall be discharged. The insurer<\/span> shall then immediately become a mutual insurer<\/span> owning all the assets<\/span> of the converted stock insurer<\/span> and subject to all its liabilities. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The officers and directors of the insurer<\/span> named in the amended charter shall continue as the officers and directors of the mutual insurer<\/span> until their successors are duly elected in accordance with the provisions of the amended charter and the bylaws adopted under it. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The converted mutual insurer<\/span>, except as otherwise provided in this title, shall be subject to all the general restrictions and have all the general powers imposed and conferred upon nonstock corporations by law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAMENDMENT OF CHARTER AND BYLAWS; CHANGE OF NAME; RETIREMENT AND CANCELLATION OF\nSTOCK; WHEN MUTUALIZATION EFFECTIVE; ASSETS AND LIABILITIES; OFFICERS AND\nDIRECTORS; GENERAL RESTRICTIONS AND POWERS (\u00a7 38.2-1016)\n\nA. Upon acquisition by the trustees of all of the capital stock of the insurer\npursuant to the provisions of this article, the charter of the insurer shall be\namended to reflect its mutualization. The charter may be amended in any other\nrespect considered necessary by the board of directors and trustees of the\ninsurer in accordance with the provisions of this article and Article 11 (§\n13.1-705 et seq.) of Chapter 9 of Title 13.1. Upon the amendment of the charter\nof the insurer, the board of directors named in the amendment shall adopt any\nchanges in the bylaws considered necessary, and the bylaws and any amendments to\nthem shall be filed with the Commission within thirty days after adoption.\n\nB. As soon as the charter of the insurer has been amended as provided in this\nsection, the capital stock of the insurer held by the trustees shall be assigned\nto the insurer and shall be retired and cancelled. Certification of that action\nby the proper officers of the insurer shall be made to the Commission, and the\ntrustees acting under the plan shall be discharged. The insurer shall then\nimmediately become a mutual insurer owning all the assets of the converted stock\ninsurer and subject to all its liabilities.\n\nC. The officers and directors of the insurer named in the amended charter shall\ncontinue as the officers and directors of the mutual insurer until their\nsuccessors are duly elected in accordance with the provisions of the amended\ncharter and the bylaws adopted under it.\n\nD. The converted mutual insurer, except as otherwise provided in this title,\nshall be subject to all the general restrictions and have all the general powers\nimposed and conferred upon nonstock corporations by law.\n\nHISTORY: 1954, c. 20, \u00a7 38.1-495.5; 1956, c. 431; 1986, c. 562.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}