Code of Massachusetts Regulations
211 CMR - DIVISION OF INSURANCE
Title 211 CMR 140.00 - Procedures Concerning The Merger Or Consolidation Of Insurance Companies
Section 140.13 - Approval by Stockholders or Policyholders

(1) Special Meeting. No Agreement shall be approved by the Commissioner unless it shall have been approved by the votes of the Stockholders, if any, owning at least b of the stock of each Company at a Special Meeting called for the purpose. If there are no Stockholders, such Agreement shall have been approved by the votes of at least b of such Policyholders of each Company as are present and voting at a Special Meeting called for the purpose. Stockholders, if any, or, if there are no Stockholders, Policyholders may vote in person, by proxy or by mail at the Special Meeting. Neither the Special Meeting nor the last date upon which proxies are eligible for inclusion in the Special Meeting vote count shall take place prior to the commencement of any Hearing held under 211 CMR 140.00.

(2) Notice of Special Meeting. Notice of the Special Meeting shall be given in accordance with law and consistent with the Charter and By-laws of the Domestic Company(ies), subject to the approval of the Commissioner. If the companies merging or consolidating are mutual companies, the Domestic Company(ies) shall send notice of the Special Meeting to its Policyholders as the Commissioner deems appropriate. Notice of the Special Meeting shall be published at least once a week for three successive weeks in some newspaper printed in the Commonwealth, and if any of the merging or consolidating companies are domiciled outside of the Commonwealth at least once a week for three successive weeks in some newspaper printed in the town where such company has its principal office, and, in any case, in a newspaper of national circulation or other publication(s) if the Commissioner so directs.

(3) Contents of Notice. The notice of Special Meeting shall set forth the reasons for the ballot vote and the time and place of the Special Meeting. The notice of Special Meeting and any ballot enclosed with the notice shall be in a form satisfactory to the Commissioner.

(4) Information Required in Proxy Statement or Information Statement. If 211 CMR 13.00 is applicable, any proxy statement or information statement shall contain the information required by 211 CMR 13.11(12).

(5) Certification. A certification of the votes cast by Stockholders, if any, or Policyholders shall be entered into the docket, which shall remain open for this purpose.