MARVIN MANDEL, Governor

2223

Article 48A - Insurance Code

269.

(b) The Commissioner shall not    approve any such

plan[,] OR procedure for mutualization   unless[[;]]:

(1)          It is equitable to stockholders and
policyholders;

(2)    It is subject to approval by the holders of not
less than three fourths of the insurer's outstanding
capital stock having voting rights and by not less than
two thirds of the insurer's policyholders who vote on
such plan in person, by proxy or by mail pursuant to such
notice and procedure as may be approved by the
Commissioner;

(3)     If a life insurer, the right  to vote thereon is
limited to holders of policies other  than term or group
policies, and whose policies have been  in force for more
than one year;

(4) Mutualization will result in retirement of
shares of the insurer's capital stock at a price not in
excess of the fair market value thereof as determined by
competent disinterested appraisers;

(5)   The plan provides for the purchase of the shares
of any objecting stockholder in the same manner and
subject to the same applicable conditions as provided by
[Article 23, § 73, ] TITLE 3, SUBTITLE 2 OF THE
CORPORATIONS AND ASSOCIATIONS ARTICLE OF THE CODE as to
rights of nonconsenting stockholders, with respect to
consolidation or merger of private corporations;

(6)     The plan provides for definite conditions to be
fulfilled by a designated early date upon which such
mutualization will be deemed effective; and

(7)       The mutualization leaves the insurer with
surplus funds reasonably adequate for the security of its
policyholders and to enable it to continue successful in
business in the states in which it is then authorized to
transact insurance business, and for the kinds of
insurance included in its certificates of authority in
such states.

271.

(a) Application of [Article 23] CORPORATIONS
ARTICLE.—The provisions of [Article 23] THE CORPORATIONS
AND ASSOCIATIONS ARTICLE OF THE CODE relating to
consolidation and merger of stock corporations shall
apply to the consolidations and mergers of domestic stock
insurers and domestic and foreign stock insurers, except
as otherwise provided in this section.