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WILLIAM DONALD SCHAEFER, Governor Ch. 507
356AC.
(A) (1) IF A CORPORATION OPERATING UNDER THIS SUBTITLE CONVERTS
INTO A STOCK OR MUTUAL HEALTH INSURER UNDER §§ 356AA AND 356AB OF THIS
SUBTITLE, THE BOARD OF DIRECTORS OF THE CORPORATION SHALL BE DISSOLVED.
(2) A NEW BOARD OF DIRECTORS OF THE RESULTING STOCK OR
MUTUAL HEALTH INSURER MAY CONSIST OF THE FORMER BOARD MEMBERS OF
THE CONVERTING CORPORATION.
(3) ANY BOARD MEMBERS OF THE RESULTING STOCK OR MUTUAL
HEALTH INSURER THAT WERE BOARD MEMBERS OF THE CONVERTING
CORPORATION:
(I) MAY CONTINUE TO SERVE ONLY UNTIL THE END OF THE
MEMBER'S ORIGINAL TERM ON THE BOARD OF THE CONVERTING CORPORATION;
AND
(II) MAY NOT BE REELECTED.
(B) ALL SUBSEQUENT MEMBERS OF THE BOARD OF THE RESULTING STOCK
OR MUTUAL HEALTH INSURER SHALL BE ELECTED IN ACCORDANCE WITH THE
BYLAWS OF THE RESULTING CORPORATION.
[357.
Every corporation subject to the provisions of this subtitle shall annually, on or
before the first day of March, file in the office of the Commissioner a statement certified
to by an independent certified public accountant, showing its condition on the thirty-first
day of December the next preceding, which shall be in such form and shall contain such
matters as the Commissioner shall prescribe. The fee provided for by § 41 of this article
shall be submitted at the same time. Failure to file such a statement and the filing fee
shall subject the corporation to the penalties provided in § 58 of this article.]
357.
(A) (1) IN THIS SECTION THE FOLLOWING WORDS HAVE THE MEANINGS
INDICATED.
(2) "AFFILIATE" MEANS AN AFFILIATE AS DEFINED UNDER § 492(A) OF
THIS ARTICLE.
(3) "SUBSIDIARY" MEANS A SUBSIDIARY AS DEFINED UNDER § 492(J) OF
THIS ARTICLE.
(2) "AFFILIATE" MEANS A PERSON THAT CONTROLS, IS CONTROLLED
BY, OR IS UNDER THE COMMON CONTROL WITH A CORPORATION SUBJECT TO THIS
SUBTITLE EITHER:
(I) DIRECTLY; OR
(II) INDIRECTLY THROUGH ONE OR MORE INTERMEDIARIES.
(3) "CONTROL" HAS THE MEANING STATED IN § 492(C) OF THIS ARTICLE.
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