AN
ACT Relating to the filing of corporate documents by insurance companies,
health care service contractors, and health maintenance organizations; amending
RCW 48.06.060, 48.06.200, and 48.07.070; adding a new section to chapter 23.86
RCW; adding a new section to chapter 23B.01 RCW; adding a new section to
chapter 23B.02 RCW; adding new sections to chapter 23B.04 RCW; adding a new
section to chapter 23B.10 RCW; adding a new section to chapter 23B.14 RCW;
adding a new section to chapter 23B.15 RCW; adding new sections to chapter
24.03 RCW; adding new sections to chapter 24.06 RCW; adding a new section to
chapter 48.44 RCW; adding a new section to chapter 48.46 RCW; adding a new
section to chapter 43.07 RCW; and adding a new section to chapter 48.02 RCW.
BE IT ENACTED BY THE
LEGISLATURE OF THE STATE OF WASHINGTON:
Sec.
1. RCW
48.06.060 and 1947 c 79 s .06.06 are each amended to read as follows:
Upon
the filing of the bond required by RCW 48.06.110 after notice by the
commissioner, the commissioner shall:
(1)
File the articles of incorporation of the proposed incorporated insurer
or other corporation ((with the secretary of state,)); and
(2)
Issue to the applicant a solicitation permit.
Sec.
2. RCW
48.06.200 and 1981 c 302 s 37 are each amended to read as follows:
(1)
This section applies to insurers incorporated in this state, but no insurer
heretofore lawfully incorporated in this state is required to reincorporate or
change its articles of incorporation by reason of any provisions of this
section.
(2)
The incorporators shall be individuals who are United States citizens, of whom
two-thirds shall be residents of this state. The number of incorporators shall
be not less than five if a stock insurer, nor less than ten if a mutual
insurer.
(3)
The incorporators shall execute articles of incorporation in ((triplicate
and)) duplicate, acknowledge their signatures thereunto before an
officer authorized to take acknowledgments of deeds, and file both copies
with the commissioner.
(4)
After approval of the articles by the commissioner, one copy shall be filed ((in
the office of the secretary of state, another)) in the office of the
commissioner((,)) and the ((third)) other copy shall be ((retained
by)) returned to the insurer.
(5)
The articles of incorporation shall state:
First:
The names and addresses of the incorporators.
Second:
The name of the insurer. If a mutual insurer the name shall include the word
"mutual."
Third:
(a) The objects for which the insurer is formed;
(b)
whether it is a stock or mutual insurer, and if a mutual property insurer only,
whether it will insure on the cash premium or assessment plan;
(c)
the kinds of insurance it will issue, according to the designations made in
this code.
Fourth:
If a stock insurer, the amount of its capital, the aggregate number of shares,
and the par value of each share, which par value shall be not less than ten
dollars, except that after the corporation has transacted business as an
authorized insurer in the state for five years or more, its articles of
incorporation may be amended, at the option of its stockholders, to provide for
a par value of not less than one dollar per share. If a mutual insurer, the
maximum contingent liability of its policyholders for the payment of its
expenses and losses occurring under its policies.
Fifth:
The duration of its existence, which may be perpetual.
Sixth:
The names and addresses of the directors, not less than five in number, who
shall constitute the board of directors of the insurer for the initial term,
not less than two nor more than six months, as designated in the articles of
incorporation.
Seventh:
The name of the city or town of this state in which the insurer's principal
place of business is to be located.
Eighth: Other provisions not inconsistent with law as may be
deemed proper by the incorporators.
Sec.
3. RCW
48.07.070 and 1985 c 364 s 4 are each amended to read as follows:
(1)
Unless a vote of a greater proportion of directors or shares is required by its
articles of incorporation, amendments to the articles of incorporation of a
domestic insurer or a domestic insurance holding corporation shall be made by a
majority vote of its board of directors and the vote or written assent of a
majority of its voting capital stock, or two-thirds of the members (if a mutual
insurer) voting at a valid meeting of members.
(2)
The president and secretary of the insurer shall, under the corporate seal,
certify the amendment in ((triplicate)) duplicate, and file ((it))
both copies in the office((s)) of the ((secretary of state,
the commissioner, and the insurer,)) commissioner as required under
this code for original articles of incorporation. Thereupon, subject to the
requirements of RCW 48.08.010 relative to increase of capital stock of a stock
insurer, the amendment shall become effective.
NEW
SECTION. Sec. 4. A
new section is added to chapter 23.86 RCW to read as follows:
For
those corporations that have a certificate of authority, are applying for, or
intend to apply for a certificate of authority from the insurance commissioner as
an insurance company under chapter 48.05 RCW, whenever under this chapter
corporate documents are required to be filed with the secretary of state, the
documents shall be filed with the insurance commissioner rather than the
secretary of state.
NEW
SECTION. Sec. 5. A
new section is added to chapter 23B.01 RCW to read as follows:
For
those corporations that have a certificate of authority, are applying for, or
intend to apply for a certificate of authority from the insurance commissioner
as an insurance company under chapter 48.05 RCW, whenever under this chapter
corporate documents are required to be filed with the secretary of state, the
documents shall be filed with the insurance commissioner rather than the
secretary of state.
NEW
SECTION. Sec. 6. A
new section is added to chapter 23B.02 RCW to read as follows:
For
those corporations that have a certificate of authority, are applying for, or
intend to apply for a certificate of authority from the insurance commissioner
as an insurance company under chapter 48.05 RCW, whenever under this chapter
corporate documents are required to be filed with the secretary of state, the
documents shall be filed with the insurance commissioner rather than the
secretary of state.
NEW
SECTION. Sec. 7. A
new section is added to chapter 23B.04 RCW to read as follows:
For
those corporations that have a certificate of authority, are applying for, or
intend to apply for a certificate of authority from the insurance commissioner
as an insurance company under chapter 48.05 RCW, whenever under this chapter
corporate documents are required to be filed with the secretary of state, the
documents shall be filed with the insurance commissioner rather than the
secretary of state.
NEW
SECTION. Sec. 8. A
new section is added to chapter 23B.04 RCW to read as follows:
For
those corporations that intend to apply for a certificate of authority from the
insurance commissioner as an insurance company under chapter 48.05 RCW,
whenever under this chapter a corporation may register or reserve a corporate
name, the registration or reservation shall be filed with the insurance
commissioner rather than the secretary of state. The secretary of state and
insurance commissioner shall cooperate with each other in registering or
reserving a corporate name so that there is no duplication of the name.
NEW
SECTION. Sec. 9. A
new section is added to chapter 23B.10 RCW to read as follows:
For
those corporations that have a certificate of authority, are applying for, or
intend to apply for a certificate of authority from the insurance commissioner
as an insurance company under chapter 48.05 RCW, whenever under this chapter
corporate documents are required to be filed with the secretary of state, the
documents shall be filed with the insurance commissioner rather than the
secretary of state.
NEW
SECTION. Sec. 10. A
new section is added to chapter 23B.14 RCW to read as follows:
For
those corporations that have a certificate of authority, are applying for, or
intend to apply for a certificate of authority from the insurance commissioner
as an insurance company under chapter 48.05 RCW, whenever under this chapter
corporate documents are required to be filed with the secretary of state, the
documents shall be filed with the insurance commissioner rather than the
secretary of state.
NEW
SECTION. Sec. 11. A
new section is added to chapter 23B.15 RCW to read as follows:
For
those corporations that have a certificate of authority, are applying for, or
intend to apply for a certificate of authority from the insurance commissioner
as an insurance company under chapter 48.05 RCW, whenever under this chapter
corporate documents are required to be filed with the secretary of state, the
documents shall be filed with the insurance commissioner rather than the secretary
of state.
NEW
SECTION. Sec. 12. A
new section is added to chapter 24.03 RCW to read as follows:
For
those corporations that have a certificate of authority, are applying for, or
intend to apply for a certificate of authority from the insurance commissioner
as an insurance company under chapter 48.05 RCW, whenever under this chapter
corporate documents are required to be filed with the secretary of state, the
documents shall be filed with the insurance commissioner rather than the
secretary of state.
NEW
SECTION. Sec. 13. A
new section is added to chapter 24.03 RCW to read as follows:
For
those corporations that intend to apply for a certificate of authority from the
insurance commissioner as an insurance company under chapter 48.05 RCW,
whenever under this chapter a corporation may register or reserve a corporate
name, the registration or reservation shall be filed with the insurance
commissioner rather than the secretary of state. The secretary of state and
insurance commissioner shall cooperate with each other in registering or
reserving a corporate name so that there is no duplication of the name.
NEW
SECTION. Sec. 14. A
new section is added to chapter 24.06 RCW to read as follows:
For
those corporations that have a certificate of authority, are applying for, or
intend to apply for a certificate of authority from the insurance commissioner
as an insurance company under chapter 48.05 RCW, whenever under this chapter
corporate documents are required to be filed with the secretary of state, the
documents shall be filed with the insurance commissioner rather than the
secretary of state.
NEW
SECTION. Sec. 15. A
new section is added to chapter 24.06 RCW to read as follows:
For
those corporations that intend to apply for a certificate of authority from the
insurance commissioner as an insurance company under chapter 48.05 RCW,
whenever under this chapter a corporation may register or reserve a corporate
name, the registration or reservation shall be filed with the insurance
commissioner rather than the secretary of state. The secretary of state and
insurance commissioner shall cooperate with each other in registering or
reserving a corporate name so that there is no duplication of the name.
NEW
SECTION. Sec. 16. A
new section is added to chapter 48.44 RCW to read as follows:
Health
care service contractors and limited health care service contractors shall send
a copy specifically for the office of the insurance commissioner to the
secretary of state of any corporate document required to be filed in the office
of the secretary of state, including articles of incorporation and bylaws, and
any amendments thereto. The copy specifically provided for the office of the
insurance commissioner shall be in addition to the copies required by the
secretary of state and shall clearly indicate on the copy that it is for
delivery to the office of the insurance commissioner.
NEW
SECTION. Sec. 17. A
new section is added to chapter 48.46 RCW to read as follows:
Health
maintenance organizations shall send a copy specifically for the office of the
insurance commissioner to the secretary of state of any corporate document
required to be filed in the office of the secretary of state, including
articles of incorporation and bylaws, and any amendments thereto. The copy specifically
provided for the office of the insurance commissioner shall be in addition to
the copies required by the secretary of state and shall clearly indicate on the
copy that it is for delivery to the office of the insurance commissioner.
NEW
SECTION. Sec. 18. A
new section is added to chapter 43.07 RCW to read as follows:
The
secretary of state shall deliver to the office of the insurance commissioner
copies of corporate documents filed with the secretary of state by health care
service contractors and health maintenance organizations that have been
provided for the insurance commissioner under sections 16 and 17 of this act.
NEW
SECTION. Sec. 19. A
new section is added to chapter 48.02 RCW to read as follows:
Whenever any documents are filed with the insurance commissioner
which affect a corporate or company name, the insurance commissioner shall
immediately notify the secretary of state of the filing. If any other action
is taken by the insurance commissioner which affects a corporate or company
name, the insurance commissioner shall immediately notify the secretary of
state of the action. The insurance commissioner shall cooperate with the
secretary of state to ascertain that there is no duplication of corporate or
company names.
