(1) If authorized by a vote of not less than two-thirds of all outstanding shares (whether nominally voting or non-voting shares) of a stock insurer at a special meeting of all such stockholders called for the purpose, the board of directors may levy a special assessment pro rata upon all outstanding shares of the corporation to secure all or part of funds for the curing of an impairment of capital pursuant to notice and requisition of the Commissioner as provided in § 2939 of this title.
(2) Immediate written notice of such levy shall be transmitted by registered mail to each such stockholder at his address last of record with the insurer, requiring payment of such assessment prior to expiration of all except five days of the ninety-day period specified in § 2939 of this title. With the consent of the Commissioner, such notice may provide that if the stockholder fails to pay the assessment when due, his shares, or so much thereof as may be necessary for the purpose, shall be subject to sale at public sale to the highest bidder for cash on a date within such five-day period specified in the notice. Any proceeds of any such sale which are in excess of the amount of the stockholder’s share of the assessment shall be the property of the stockholder. The sale and purchase of any shares at such sale shall be entered on the corporate records and shall be fully binding and effective as to all parties.
The Commissioner may, in his discretion, require publication of advance notice of such sale in such publications and manner as he deems advisable for the protection of the interests of stockholders. The insurer or its creditors shall not have any additional remedy against a stockholder who fails to pay an assessment so levied.
History —Ins. Code § 29.400.