Marvin Mandel, Governor                         643

356.

No corporation subject to the provisions of this subtitle shall
amend its certificate of incorporation, its bylaws, the terms and
provisions of contracts executed or to be executed with hospitals,
physicians, chiropodists, pharmacists, dentists, or optometrists, and
the terms and provisions of contracts issued, or proposed to be is-
sued, to subscribers of the plan, until such proposed amendments
have been first submitted to, and approved by, the Insurance Com-
missioner, and payment made of the fees provided for by Section
41 of this article; [not] (nor) shall any change be made in the
41 OF THIS ARTICLE; NOR SHALL ANY CHANGE BE MADE
IN THE table of rates charged, or proposed to be charged, to sub-
scribers for any form of contract issued or to be issued for hospital,
medical, chiropodial, pharmaceutical, dental or optometric care until
such proposed change has been submitted to, and approved by, the
Insurance Commissioner. Upon the adoption of any such amendment
or change, following its approval by the Insurance Commissioner,
such corporation shall file a copy thereof with the Insurance Com-
missioner, duly certified to by at least two (2) of the executive
officers of such corporation.

495.

(j) Any such material transaction which, after notice and an
opportunity to be heard, is found to be not in conformity with this
section shall constitute a violation of this subtitle, and in addition

to the penalties contained in Section [400] (500), may be set aside

TO THE PENALTIES CONTAINED IN SECTION 500, MAY BE
SET ASIDE and rescinded at the initiative of the Commissioner or
otherwise under applicable law; provided, however, that notice of
any proposed action by the Commissioner to set aside or rescind a
material transaction shall be given to the insurer within ninety days
of the date such material transaction is communicated to the
Commissioner.

497.

Every insurance company subject to registration under Section
495 shall give the Commissioner not less than thirty days advance
notice of the payment of any extraordinary dividend or the making
of any extraordinary distribution to stockholders which together
with those made within the preceding twelve months exceed in
value (10) percent of the insurer's surplus as regards policyhold-
ers as of the 31st day of December next preceding. Such notice
shall commence to run from the date of mailing by registered or
certified mail or such notice to the Commissioner. Any such divi-
dend paid or distribution made within the thirty-day notice period,
or paid or made without first mailing such notice to the Commis-
sioner, shall be invalid and shall confer no rights [of] (or) benefits
SIONER, SHALL BE INVALID AND SHALL CONFER NO
RIGHTS OR BENEFITS upon any stockholder. The insurer's sur-
plus following any dividends or distributions to stockholders shall
be reasonable in relation to the insurer's outstanding liabilities and
shall be adequate to meet its financial needs.

499.

All information, documents and copies thereof obtained by or dis-
closed to the Commissioner or any other person in the course of