Cal. INS § 11536
This is the official text of Cal. INS § 11536, part of California’s Insurance Code — regulates insurance companies and the insurance policies sold in California.
Not legal advice. This page reproduces the official text of a government statute for reference only. Laws change, and how a statute applies depends on your specific facts. For advice about your situation, consult a licensed attorney in your state.
Official statutory text
The plan of conversion shall include appropriate proceedings for amending the mutual company’s articles of incorporation to give effect to the conversion from a nonstock corporation into a stock corporation. The plan shall be:
(a) Approved by a resolution of the majority of the board of directors. The resolution shall specify the reasons for and the purposes of the proposed conversion of the mutual company and the manner in which the conversion is expected to benefit and serve the best interests of the policyholders, for a mutual insurer, or members, for a mutual holding company.
(b) Submitted to the commissioner for consent in writing, subject to the provisions of Section 11538, by an application executed by an authorized officer of the mutual company and accompanied by the following documents, or true and correct copies of the documents:
(1) The proposed plan of conversion.
(2) The proposed articles of incorporation of each corporation that is a constituent corporation of the conversion.
(3) The proposed bylaws of each corporation that is a constituent corporation of the conversion.
(4) A list of the officers and directors, together with their biographies in the form customarily required by the commissioner, of each corporation that is a constituent corporation of the conversion.
(5) The resolution of the board of directors of the mutual company, certified by the secretary of the board of directors, authorizing the conversion under this chapter.
(6) Financial statements, which may be prepared on a pro forma basis, in the form required by the commissioner.
(7) For a conversion of a mutual insurer, a plan of operations for the converted insurer.
(8) A summary of the plan of conversion and drafts of written materials to be mailed to members seeking their approval of the plan.
(9) Other relevant information that the commissioner may require.
(c) Approved by a majority vote of the members of the mutual company voting at a meeting of the members called for that purpose, subject to the provisions of Section 11539.
(d) Filed in the office of the commissioner after receipt of the commissioner’s consent, and after having been approved as provided in Sections 11538 and 11539, respectively.
(a) Approved by a resolution of the majority of the board of directors. The resolution shall specify the reasons for and the purposes of the proposed conversion of the mutual company and the manner in which the conversion is expected to benefit and serve the best interests of the policyholders, for a mutual insurer, or members, for a mutual holding company.
(b) Submitted to the commissioner for consent in writing, subject to the provisions of Section 11538, by an application executed by an authorized officer of the mutual company and accompanied by the following documents, or true and correct copies of the documents:
(1) The proposed plan of conversion.
(2) The proposed articles of incorporation of each corporation that is a constituent corporation of the conversion.
(3) The proposed bylaws of each corporation that is a constituent corporation of the conversion.
(4) A list of the officers and directors, together with their biographies in the form customarily required by the commissioner, of each corporation that is a constituent corporation of the conversion.
(5) The resolution of the board of directors of the mutual company, certified by the secretary of the board of directors, authorizing the conversion under this chapter.
(6) Financial statements, which may be prepared on a pro forma basis, in the form required by the commissioner.
(7) For a conversion of a mutual insurer, a plan of operations for the converted insurer.
(8) A summary of the plan of conversion and drafts of written materials to be mailed to members seeking their approval of the plan.
(9) Other relevant information that the commissioner may require.
(c) Approved by a majority vote of the members of the mutual company voting at a meeting of the members called for that purpose, subject to the provisions of Section 11539.
(d) Filed in the office of the commissioner after receipt of the commissioner’s consent, and after having been approved as provided in Sections 11538 and 11539, respectively.
Status: in_force · Read it on the official government site
Need a lawyer in California?
Find a California lawyer
About this page: Statute text is reproduced from official government publishers via the
Open US Law dataset
(Vaquill AI, snapshot v2026.08, CC BY 4.0). Primary legislative text like this is public domain under the government-edicts doctrine
(Georgia v. Public.Resource.Org, 2020). We link every section back to its official source so you can verify it independently.