PARRIS N. GLENDENING, Governor

Ch. 108

(H) (1) THE PLAN SHALL BE ADOPTED ON THE AFFIRMATIVE VOTE OF AT
LEAST TWO-THIRDS OF THE VOTES CAST BY ELIGIBLE MEMBERS.

(2) MEMBERS ENTITLED TO VOTE ON THE PLAN MAY VOTE IN PERSON
OR BY PROXY.

(3) THE NUMBER OF VOTES EACH ELIGIBLE MEMBER MAY CAST SHALL
BE DETERMINED BY THE BYLAWS OF THE MUTUAL COMPANY. IF THE BYLAWS ARE
SILENT, EACH ELIGIBLE MEMBER MAY CAST ONE VOTE.

(I) THE AMENDED ARTICLES SHALL BE CONSIDERED AT THE MEETING OF
THE POLICYHOLDERS CALLED FOR THE PURPOSE OF ADOPTING THE PLAN AND
SHALL REQUIRE FOR ADOPTION THE AFFIRMATIVE VOTE OF AT LEAST
TWO THIRDS OF THE VOTES CAST BY ELIGIBLE MEMBERS.

(J) WITHIN 30 DAYS AFTER ELIGIBLE MEMBERS HAVE APPROVED THE PLAN,
THE CONVERTED STOCK COMPANY SHALL FILE WITH THE COMMISSIONER:

(1) THE MINUTES OF THE MEETING OF THE ELIGIBLE MEMBERS AT
WHICH THE PLAN WAS APPROVED; AND

(2) THE AMENDED ARTICLES OF INCORPORATION AND BYLAWS OF THE
CONVERTED STOCK COMPANY.

3-403.

(A) THE FOLLOWING PROVISIONS SHALL BE INCLUDED IN THE PLAN?.
(1) THE REASONS FOR PROPOSED CONVERSION;

(2) THE EFFECT OF CONVERSION ON EXISTING POLICIES, INCLUDING:

(I) A PROVISION THAT ALL POLICIES IN FORCE ON THE EFFECTIVE
DATE OF CONVERSION CONTINUE TO REMAIN IN FORCE UNDER THE TERMS OF THE
POLICIES, EXCEPT THAT THE FOLLOWING RIGHTS, TO THE EXTENT THEY EXISTED
IN THE MUTUAL COMPANY, SHALL BE EXTINGUISHED ON THE EFFECTIVE DATE OF
THE CONVERSION:

1. ANY VOTING RIGHTS OF THE POLICYHOLDERS
PROVIDED UNDER THE POLICIES;

2. EXCEPT AS PROVIDED UNDER ITEM (II) OF THIS
PARAGRAPH, ANY RIGHT TO SHARE IN THE SURPLUS OF THE MUTUAL COMPANY
PROVIDED FOR UNDER THE POLICIES; AND

3. ANY ASSESSMENT PROVISIONS PROVIDED FOR UNDER
THE POLICIES OF THE TYPE DESCRIBED IN § 3-407 OF THIS SUBTITLE;

(II) EXCEPT AS PROVIDED IN ITEM (III) OF THIS PARAGRAPH, A
PROVISION THAT HOLDERS OF PARTICIPATING POLICIES IN EFFECT ON THE DATE
OF CONVERSION CONTINUE TO HAVE A RIGHT TO RECEIVE DIVIDENDS AS
PROVIDED PARTICIPATING POLICIES, IF ANY; AND

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