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The 192nd General Court of the Commonwealth of Massachusetts

Section 19M: Amendment of amended articles of organization or plan of reorganization upon effective date; vote

Section 19M. (a) The amended articles of organization of a reorganized insurer that have been adopted pursuant to a plan of reorganization and filed with the state secretary in accordance with subsections (a) to (n), inclusive, of section 19K may be further amended after the effective date pursuant to section 50.

(b) The plan of reorganization may be amended in other respects after the effective date of such plan as specified in this section. Such an amendment shall take effect upon filing with the state secretary after compliance with the following:

(i) approval by a vote of a majority of the board of directors of the reorganized insurer;

(ii) submission to the commissioner for consent in writing, subject to the provisions of subsection (a) of section 19H;

(iii) approval by a majority of those who vote at a meeting of members of the mutual holding company eligible to vote thereon called for the purpose of considering the amendment to the plan. Members eligible to vote thereon shall be members of the mutual holding company who were members of the former mutual insurer and were entitled to vote on the original plan of reorganization; and

(iv) filed with the commissioner after having been consented to and approved as contemplated by clauses (ii) and (iii).

(c) If an amendment proposed under subsection (b) would adversely affect the rights of one or more classes of members, but not all such members, then only the members of each class whose rights would be adversely affected by the proposed amendment are entitled to vote on the proposed plan amendment.

(d) A member meeting prescribed by clause (iii) of subsection (b) shall be called by the board of directors, the chairperson of the board, or the president of the reorganized company. Voting shall be in person, by proxy or by mail at a meeting of members called for that purpose pursuant to the mutual holding company's articles of organization and by-laws.

(e) At any time before the plan amendment becomes effective, the reorganized company may, by vote of a majority of the board of directors, amend the plan amendment or withdraw its plan amendment. For an amendment to a plan amendment, all references in sections 19F to 19W, inclusive, to the plan amendment shall be deemed to refer to the plan amendment as amended. Any amendment of the plan amendment shall require the written consent of the commissioner. No amendment shall be deemed to change the date of adoption of the plan amendment. No amendment made after approval by the members as provided in clause (iii) of subsection (b) may change the plan amendment in a manner that the commissioner determines is prejudicial to any of the affected members unless the plan amendment as amended is submitted for reconsideration under the procedures prescribed in this section for the original plan amendment.