Opinion No. 78-124 (1978) Ag ( 1978 )

INSURANCE

The term "members" as used in 36 Ohio St. 2666 [36-2666] (1971), relating to optometric service and indemnity corporations means members of such corporation as referred to in 36 Ohio St. 2658 [36-2658] (1971). The Attorney General has considered your request for an opinion wherein you ask, in effect, the following question: Under 36 Ohio St. 2666 [36-2666](B) (1971), relating to optometric service and indemnity corporations, does the term "members" refer to the optometrists who participate in providing services to the members of such corporation or does it refer to the members of the corporation? The statutory provision to which you refer, 36 Ohio St. 2666 [36-2666] (1971) reads in its entirety as follows: "A. The private property of the subscribers, agents, officers, directors, members and employees of any corporation holding a certificate of authority under this Article shall be wholly exempt from any of the debts, obligations and liabilities of the corporation. "B. Until and unless the current annual statement of the corporation discloses a surplus of Fifty Thousand Dollars ($50,000.00), such corporation shall not issue a policy or contract without a stated contingent liability of the members, which shall not be less than one time nor more than ten times the annual cash premium or dues expressed in the policy or contract." Initially, from a plain reading of the foregoing statutory pro vision, it would appear that the term "members" as used in that provision means members of the corporation. Further, other provisions of Article XXVI relating to optometric services and indemnity corporations, distinguish between members of the corporation and participating optometrists who provide services pursuant to service contracts for the members of the corporation. In this respect, 36 Ohio St. 2655 [36-2655] (1971) in its pertinent part provides as follows: "Any such corporation may enter into contracts for the rendering or providing of optometric service or indemnity to any of its members with any individuals licensed in optometry in Oklahoma and who meet standards and rules of practice as set by said corporation. . . ." Further, 36 Ohio St. 2658 [36-2658] (1971) provides as follows: "Corporations organized under this Act shall be mutual corporations and every person who holds a contract with the corporation shall be a member of the corporation and shall be entitled to one or more votes based upon the number of contracts held, and such members may vote in person or by proxy." From the foregoing, it is obvious that the members of such mutual corporations are like the stockholders of an ordinary corporation. This structure of optometric service and indemnity corporations is identical in form to the structure of hospital service and medical indemnity corporations authorized by 36 Ohio St. 2601 [36-2601], et seq. (1971). In fact, analysis of the two acts clearly shows that the Optometric Service and Indemnity Corporation Act was patterned after the Hospital Service and Medical Indemnity Corporation Act. As to hospital service and medical indemnity corporations, 36 Ohio St. 2619 [36-2619] (1971) is identical in language to 36 Ohio St. 2666 [36-2666] (1971), relating to optometric service and indemnity corporations. Further, with regard to hospital service and medical indemnity corporations, 36 Ohio St. 2609 [36-2609] (1971) is identical to 36 Ohio St. 2658 [36-2658] (1971), in regard to members of the corporation being entitled to vote, and in their similarity to stockholders of an ordinary corporation. A review of the Hospital Service and Medical Indemnity Corporation Act clearly shows that the term "members" as used therein refers to members of the corporation and not the participating hospitals and physicians who provide services to those members of the corporation. Likewise, the Optometric Service and Indemnity Corporation Act, being virtually identical to the former act, uses the term "members" to mean members of the corporation. It is, therefore, the opinion of the Attorney General that your question be answered as follows: The term "members" as used in 36 Ohio St. 2666 [36-2666] (1971), relating to optometric service and indemnity corporations means members of such corporation as referred to in 36 Ohio St. 2658 [36-2658] (1971). (GERALD E. WEIS)