CHAPTER 5. VOTING ON THE PLAN BY MEMBERS

IC 27-15-5
    Chapter 5. Voting on the Plan by Members

IC 27-15-5-1
Submission of plan to vote
    Sec. 1. The proposed plan of conversion and amendment to thearticles of incorporation of the converting mutual shall be submittedto a vote of the members of the converting mutual, as provided inIC 27-1-8-3 and in this chapter.
As added by P.L.94-1999, SEC.3.

IC 27-15-5-2
Time of meeting
    Sec. 2. The meeting of members shall be held not later than ninety(90) days after the later of:
        (1) the issuance of the commissioner's order approving theconversion; or
        (2) the final resolution of an appeal of that decision under thisarticle.
As added by P.L.94-1999, SEC.3.

IC 27-15-5-3
Notice of opportunity to vote; form and content
    Sec. 3. (a) The members of the converting mutual entitled to voteon the plan of conversion and the amendment to the articles ofincorporation shall be given written notice of their opportunity tovote. The notice shall be accompanied by explanatory informationconcerning the conversion and may be accompanied by proxysolicitation materials.
    (b) The form and content of the notice, explanatory information,and any proxy solicitation materials must be provided to thecommissioner not less than twenty (20) business days before they aremailed to the members, and the commissioner shall approve ordisapprove the form and content of the notice, explanatory materials,and any proxy solicitation materials within fifteen (15) business daysafter their submission to the commissioner.
    (c) The notice and explanatory materials must include thefollowing:
        (1) Reference to the applicable statutory provisions.
        (2) The date, time, and location of the meeting.
        (3) A brief statement of the subject of the meeting.
        (4) A copy of the plan of conversion and a summary of the plan.
        (5) A copy of the amendment to the articles of incorporationand a summary of the amendment.
        (6) A description of the member's right to attend and participatein the meeting.
        (7) The definition of the term "eligible member".
        (8) A statement that no member will receive consideration as aresult of the conversion unless the member continues to be amember of the converting mutual on the effective date of the

conversion.
        (9) For each form of consideration, a description of the natureand amount of consideration that will be provided to the eligiblemembers upon completion of the conversion and, if reasonablyascertainable by the converting mutual, a description of thenature and amount or approximate amount of consideration tobe provided to the particular member to whom the notice isaddressed.
As added by P.L.94-1999, SEC.3.

IC 27-15-5-4
Notice of opportunity to vote; Flesch reading ease score; mailing
    Sec. 4. The notice described in section 3 of this chapter:
        (1) must achieve a minimum score of forty (40) on the Fleschreading ease test or an equivalent score on a comparable testapproved by the commissioner;
        (2) shall be mailed, or provided by some other method ormethods as may be approved by the commissioner, not less thanthirty (30) days before the date of the meeting of members tovote on the plan of conversion and amendment to the articles ofincorporation; and
        (3) may be combined with any other notices, materials, orinformation.
As added by P.L.94-1999, SEC.3.

IC 27-15-5-5
Members entitled to vote
    Sec. 5. (a) Only members of the converting mutual as of both:
        (1) the date the converting mutual's board of directors adoptedthe resolution proposing the plan of conversion and theamendment to the articles of incorporation; and
        (2) the record date for the members' meeting established by theboard of directors;
are entitled to vote on the proposed plan of conversion and theamendment to the articles of incorporation of the converting mutual.
    (b) Each member is entitled to cast only one (1) vote, irrespectiveof the number or value of policies held, unless the convertingmutual's articles of incorporation provide otherwise.
As added by P.L.94-1999, SEC.3.

IC 27-15-5-6
Proxy voting
    Sec. 6. Notwithstanding IC 27-1-7-9, a member may vote byproxy only if:
        (1) the proxy was solicited and obtained from the member forthe express purpose of voting on the plan of conversion and theamendment to the articles of incorporation; and
        (2) the proxy solicitation materials were provided to andapproved by the commissioner before they were mailed orprovided to the member.As added by P.L.94-1999, SEC.3.

IC 27-15-5-7
Vote required for approval
    Sec. 7. The proposed plan of conversion and amendment to theconverting mutual's articles of incorporation shall be approved by themembers upon receiving the affirmative votes of:
        (1) at least two-thirds (2/3) of the members voting at themeeting; and
        (2) if the plan provides for different classes, categories, orgroups of eligible members to receive different forms ofconsideration, other than as permitted by IC 27-15-8-4(b)(2) orIC 27-15-12, at least two-thirds (2/3) of the members voting atthe meeting who would receive each different form ofconsideration, voting as a class.
As added by P.L.94-1999, SEC.3.