Section 593 - Plan of conversion; approvalAny such corporation may carry out a plan for the acquisition of the shares of its capital stock for the purposes aforesaid: Provided, however, That such plan shall have been adopted and approved as herein set forth, to wit:
I. Such plan shall have been adopted by a vote of a majority of the entire number of the directors of such corporation.II. Such plan shall have been submitted to the Insurance Commissioner of this Commonwealth, and shall have been approved by him in writing.III. Such plan shall have been approved by a vote of the stock-holders of such corporation, representing a majority in amount of the entire capital stock of such corporation, at a special meeting of stockholders called for the purpose. Notice of the time, place, and object of said meeting shall be given to the stock-holders by publication, once a week for three successive weeks before said meeting, in at least two daily or weekly newspapers and in the legal periodical, if any, designated by the rules of court of the proper county for the publication of legal notices, published in the county, city, or borough wherein such corporation has its principal office. At said meeting, or any adjournment thereof, an election of the stock-holders shall be taken for or against such plan, which shall be conducted by three judges, stock-holders of such corporation, appointed by the board of directors to hold said election. If one or more of said judges be absent, the judge or judges present shall appoint a judge or judges, who shall act in the place of the judge or judges absent, and said judges shall respectively take and subscribe an oath or affirmation, before an officer authorized by law to administer the same, well and truly and according to law to conduct such election to the best of their ability. The stock-holders may vote in person or by proxy, and all votes shall be cast by ballot. Each share of stock shall entitle the holder thereof to one vote. The said judges shall decide upon the qualifications of voters, and, when the election is closed, count the number of shares voted for and the number shares voted against such plan, and declare whether the persons and bodies corporate holding a majority in amount of the entire capital stock of such corporation have approved or disapproved such plan; and shall make out triplicate returns of said election, stating the number of shares of stock that voted for such plan and the number of shares that voted against such plan, and subscribe and deliver the same to one of the chief officers of such corporation. Each ballot shall have indorsed thereon the number of shares represented thereby, but no share or shares transferred within twenty-one days shall entitle the holder or holders thereof to vote at such election or meeting. It shall be the duty of such corporation to furnish the judges at said meeting with a statement of the amount of its capital stock, with the names of persons or bodies corporate holding the same, and the number of shares by each respectively held, which statement shall be signed by one of the chief officers of such corporation, with an affidavit thereto annexed that the same is true and correct to the best of his knowledge and belief.IV. Such plan shall have been approved by a majority vote of the policy-holders of such corporation whose insurance shall then be in force, voting at a meeting called for the purpose. Notice of the time, place, and object of said meeting shall be given to the policy-holders by publication, once a week for three successive weeks before said meeting, in at least two daily or weekly newspapers and in the legal periodical, if any, designated by the rules of court of the proper county for the publication of legal notices, published in the county, city, or borough wherein such corporation has its principal office, and in at least one daily or weekly newspaper published in the capital city of each and every State of the United States in which such corporation does business. At said meeting thus called, or any adjournment thereof, an election of policy-holders, as aforesaid, shall be taken for or against such plan, which shall be conducted by three judges, policy-holders of such corporation, appointed by the Insurance Commissioner of this Commonwealth to hold said election. If one or more of said judges be absent, the judge or judges present shall appoint a judge or judges, who shall act in the place of the judge or judges absent, and said judges shall respectively take and subscribe an oath or affirmation, before an officer authorized by law to administer the same, well and truly and according to law to conduct said election to the best of their ability. All votes shall be cast by ballot. Each policy-holder as aforesaid shall be entitled to cast one vote in person or by proxy: Provided, however, That no proxy shall be received or entitle the holder to vote unless the same shall bear date or have been executed within two months next preceding said election or meeting. The said judges shall decide upon the qualifications of voters, and, when the election is closed, count the number of votes cast for and the number of votes cast against such plan, and declare whether a majority of policy-holders voting at said meeting have approved or disapproved such plan; and shall make out triplicate returns of said election, stating the number of policy-holders who voted for such plan and the number of policy-holders who voted against such plan, and subscribe and deliver the same to one of the chief officers of such corporation. It shall be the duty of such corporation to produce to said judges such books, records, and papers of such corporation, as said judges may request in order to assist them in the proper conduct of said meeting.1921, April 20, P.L. 175, § 2.