Ch. 754

LAWS OF MARYLAND

(B)  (1) A PERSON SHALL COMPLY WITH THE PROCEDURES REQUIRED
BY ARTICLE 48A §§ 494 AND 494A TO THE EXTENT APPLICABLE BEFORE:

(I)   THAT PERSON MAY, MAKE A TENDER FOR, OR A
REQUEST OR INVITATION FOR TENDERS OF OR ENTER INTO AN AGREEMENT
TO EXCHANGE SECURITIES FOR OR ACQUIRE IN THE OPEN MARKET OR
OTHERWISE, ANY VOTING SECURITY OF A DOMESTIC HEALTH MAINTENANCE
ORGANIZATION OR ENTER INTO ANY OTHER SUCH AGREEMENT IF, AFTER THE
CONSUMMATION THEREOF, THAT PERSON WOULD, DIRECTLY OR INDIRECTLY,
OR BY CONVERSION OR BY EXERCISE OF ANY RIGHT TO ACQUIRE BE IN
CONTROL OF THE DOMESTIC HEALTH MAINTENANCE ORGANIZATION; OR

(II)   THAT PERSON MAY ENTER INTO AN AGREEMENT TO
MERGE OR CONSOLIDATE WITH, OR OTHERWISE TO ACQUIRE CONTROL OF A
DOMESTIC HEALTH MAINTENANCE ORGANIZATION.

(2) (I) APPROVAL BY THE INSURANCE COMMISSIONER SHALL
BE GOVERNED BY ARTICLE 48A, § 494(E).

(II) PRIOR TO APPROVAL, THE INSURANCE
COMMISSIONER SHALL CONSULT WITH THE SECRETARY OF HEALTH AND
MENTAL HYGIENE.

(3) IF A PROPOSAL IS MADE TO CONVERT A NONPROFIT

HEALTH MAINTENANCE ORGANIZATION FOR A FOR PROFIT HEALTH

MAINTENANCE ORGANIZATION, THE PROVISIONS OF ARTICLE 48A, § 270
SHALL ALSO APPLY, TO THE EXTENT APPLICABLE, TO THE PROPOSAL FOR
CONVERSION.

(C) THIS SECTION SHALL NOT APPLY TO OR INCLUDE ANY PERSON

OR HEALTH CARE PROVIDER WHICH IS REGULATED, GOVERNED, OR

PREEMPTED FROM STATE LAW BY THE PROVISIONS OF THE TAFT HARTLEY
ACT, ERISA, OR OTHER FEDERAL LAW.

(C) SUBSECTION (B) OF THIS SECTION MAY NOT APPLY TO ANY
TRANSACTION PREEMPTED BY FEDERAL LAW.-----------------------------

19-711.1.

(A) A DOMESTIC NONPROFIT HEALTH MAINTENANCE ORGANIZATION
MAY BECOME A FOR-PROFIT HEALTH MAINTENANCE ORGANIZATION UNDER THE
PLAN AND PROCEDURE APPROVED BY THE COMMISSIONER.

(B) THE COMMISSIONER MAY NOT APPROVE ANY PLAN OR PROCEDURE
UNLESS:

(1) IT IS EQUITABLE TO ENROLLEES AND SHAREHOLDERS, IF
ANY OF THE HEALTH MAINTENANCE ORGANIZATION;---------------------

(2) IT IS IN COMPLIANCE WITH TITLE 2, SUBTITLE 6 OF
THE CORPORATIONS AND ASSOCIATIONS ARTICLE; AND

- 4890 -