Article 65p. 65

COMMERCIAL LAWS NEGOTIABLE INSTRUMENTS, CORPORATION, INSURANCE, TRANSPORTATION, BANKING

for determination of the fair value of such shares shall be

conclusive upon all parties to the proceedings. The order

of the Secretary of Finance determining the fair value of

the shares and the terms of payment thereof shall have

the force and effect of a judgment which shall be

appealable on any question of law. Such order shall

become final and executory fifteen (15) days after receipt

thereof by the parties to the proceedings.

Upon any such order becoming final and from which

no appeal is pending, or when the time to appeal

therefrom has expired, each shareholder party to the

proceedings shall transfer his shares to the insurer and

surrender to the said insurer the certificates representing

such shares and the insurer shall make payment therefor

as provided in such order. Any shares so acquired by the

insurer shall be assigned and transferred to the trustees

and held by them as shares acquired pursuant to the

plan.

Any shareholder who does not apply to the Secretary

of

Finance

in

the

manner

and

within

the

time

hereinbefore

prescribed

shall

be

deemed

to

have

accepted the offer referred to above, effective, however,

upon the expiration of the time hereinabove prescribed

for making such application, and such shareholder's time

for accepting such offer shall, for that purpose only, be

deemed to have been extended accordingly.

Any offer to acquire shares made pursuant to this

section shall, except as otherwise provided herein, be

irrevocable until all proceedings upon such offer have

been completed or all shares have otherwise been earlier

acquired by the insurer.

Any

shareholder

who

has expressly or impliedly

accepted the plan or the offer to acquire his shares not

theretofore acquired under the plan, and any shareholder

who has rejected such plan or such offer and has applied,

as

aforesaid,

to

the

Secretary

of

Finance

for

a

determination of the fair value of his shares subsequent

to which an agreement has been reached or a final order

issued fixing such fair value but who fails to surrender his

certificates for cancellation upon payment of the amount

to which he is entitled, may be compelled to do so by an

order of the Secretary of Finance for that purpose and

such

order

may

provide

that

upon

failure

of such

shareholder

to

surrender

such

certificates

for

cancellation,

such

order

shall stand in lieu of such

surrender and cancellation.

SECTION 277. Such insurer, after mutualization, shall

be

a continuation of the original insurer, and such

mutualization shall not affect such insurer's certificate of

authority nor existing suits, rights or contracts except as

provided

in

said

plan

for

the

acquisition

of

the

outstanding shares of the capital stock of such insurer,

approved as provided in this chapter. Such insurer, after

mutualization, shall exercise all the rights and powers and

shall perform all the duties conferred or imposed by law

upon insurers writing the classes of insurance written by

it, and to protect rights and contracts existing prior to

mutualization, subject to the effect of said plan. The

board of directors of such insurer, prior to mutualization,

may adopt amendments to its bylaws to take effect upon

mutualization.

SECTION 278. (a) An annual meeting of members

shall be held at ten o'clock in the morning of the fourth

Tuesday of March of each year at the principal office of

the insurer, unless a different time or place is provided in

the bylaws.

(b) Special meetings of the members, for any purpose

or purposes whatsoever, may be called at any time by the

president, or by the board of directors, or by one or more

members holding not less than one-fifth (1/5) of the

voting power of such insurer, or by such other officers or

persons as the bylaws authorize.

(c)

Notice

of all meetings of members whether

annual

or

special

shall

be

given

in

writing to the

members entitled to vote by the secretary, or an assistant

secretary, or other person charged with that duty, or if

there be no such officer, or in case of his neglect or

refusal, by any director or member. At the option of the

insurer

such notice may be imprinted on premium

notices or receipts or on both.

A

notice may be given by such insurer to any

member either personally, or by mail, or other means of

written communication, charges prepaid, addressed to

such member at his address appearing on the books of

the insurer, or given by him to the insurer for the purpose

of notice. If a member gives no address, notice shall be

deemed to have been given him if sent by mail or other

means of written communication addressed to the place

where the principal office of the insurer is situated, or if

published at least once in some newspaper of general

circulation in the place in which said office is located.

Notice of any meeting of members shall be sent to

each member entitled thereto not less than seven (7)

days before such meeting, unless the bylaws provide

otherwise.

Notice of any meeting of members shall specify the

place, the day and the hour of the meeting and the

general nature of the business to be transacted.

Notice of an annual meeting to be held at the time

and place specified in subparagraph (a) of this section

shall be sufficiently given if published at least once in

each of four (4) successive weeks in a newspaper of

general circulation in the place in which the principal

office of such insurer is located, and if so published no

other notice of such meeting shall be required.

(d) The presence in person or by proxy of five percent

(5%) of the members entitled to vote at any meeting shall

constitute a quorum for the transaction of business,

including the amendment of the articles of incorporation

and/or the bylaws unless otherwise provided by the

bylaws.

(e) Each such member shall have one (1) vote at any

meeting of members regardless of the number of policies

or the amount of insurance that such member holds and

regardless of whether such policies are policies of life

insurance, or of health and accident insurance, or both.

Any member entitled to vote shall have the right to do so

either in person or by an agent or agents authorized by a

written

proxy

executed

by such person or his duly

authorized agent and filed with the secretary or such

insurer.

(f) The directors of the insurer in office at the time the

insurer is mutualized as provided in this chapter shall

continue in office until the first annual meeting of

members. At the first annual meeting of members and at

each annual meeting thereafter, directors shall be elected

by the members for the term or terms authorized by this

chapter.

(g) The articles of incorporation or the bylaws may

provide that the directors may be divided into two (2) or

more

classes

whose

terms

of office shall expire at

different times, but no terms shall continue longer than

six (6) years. In the absence of such provisions, each

director, except members of the board of directors at the

time the insurer is mutualized, shall be elected for a term

of one (1) year. All directors shall hold office for a term for

which they are elected and until their successors are

elected and qualified. A director may, but need not be a

member or policyholder of the insurer of which he is

acting as director. Vacancies in the board of directors may

be filled by a majority of the remaining directors, though

less than a quorum, and each director so elected shall

hold office until the next annual meeting.

(h) All insurers mutualized under the provisions of this

chapter shall be subject to all other applicable provisions

of this Code. The provisions of the Corporation Code shall

apply in a suppletory manner.

SECTION 279. The provisions of Commonwealth Act

No.

83 ,

otherwise

known

as

the

Securities

Act ,

as

amended, shall not apply to any of the following:

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