Code of the District of Columbia

§ 31–4401. Formation — Required contents of articles of incorporation.

Any 7 or more persons who desire to become incorporated as an insurance company shall make, sign, and acknowledge articles of incorporation before an officer authorized to take acknowledgment of deeds, in which shall be stated:

(1) The proposed corporate name, which shall not be identical with nor so nearly resemble the name of an existing corporation organized under the laws of the District, or authorized to transact business therein, as to mislead the public or cause confusion and, in case of a mutual company, shall contain the word “mutual”;

(2) The term of its existence, which may be perpetual;

(3) The place where its principal office shall be located, which shall be the District of Columbia;

(4) The purpose of the company, which shall be restricted to the business of insurance appertaining to persons;

(5) The mode and manner in which the corporate power shall be exercised; the number, terms of office, and manner of electing directors, who shall be stockholders, or, in the case of a mutual company, shall be members or policyholders of the corporation;

(6) The provisions for meeting and votes of stockholders and policyholders. A stock company in which the policyholders do not vote shall provide for cumulative voting in its articles of incorporation. A stock company in which policyholders vote shall provide that each stockholder shall have 1 vote, in person or by proxy, for each share of stock owned. A company without capital stock shall provide that every policyholder shall be a member and entitled to 1 or more votes, in person, or by proxy, based on the insurance in force, the number of policies held or the amount of premiums paid as may be provided in the bylaws, and a stock company may provide for votes by policyholders, but in such case each policyholder shall have the same voting power as every other policyholder;

(7) The amount of its capital stock, if any, the number of shares, and the par value of each share;

(8) The number of directors who shall manage the company for the 1st year and their names; and

(9) Such other particulars as may be necessary to manifest and explain the objects and purposes of the company.