{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/38.2-1005.1_5.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/38.2-1005.1_5.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/38.2-1005.1_5.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/38.2-1005.1_5.html"}],"law_id":81727,"edition_id":1,"section_id":81727,"structure_id":12859,"section_number":"38.2-1005.1:5","catch_line":"Adoption and approval of plan of MHC conversion","history":"2001, c. 726.","full_text":"A\n\nThe board of directors of a mutual company may adopt a plan of MHC conversion that is consistent with the provisions of § 38.2-1005.1:4 by the affirmative vote of not less than two-thirds of the members of the board. At any time before approval of the plan by the mutual company’s eligible members, the board of directors, by affirmative vote of not less than two-thirds of its members, may amend or withdraw the plan.B\n\nAfter a plan of MHC conversion has been adopted by the board of directors, the plan and all amendments subsequently adopted shall be filed with the Commission for review and approval. In addition to the plan and supporting documents, the filing shall include (i) the form of notice to eligible members required by subdivision E 1 of this section, (ii) the form of any proxy to be solicited from eligible members together with all material to be distributed in connection with such solicitation, (iii) the proposed articles of incorporation and bylaws of the mutual holding company and each intermediate holding company, if any, and (iv) the revised articles of incorporation and bylaws of the converted company.C\n\nUpon receipt of the plan and other documents specified in subsection B of this section, the Commission shall conduct a review of the plan. The Commission shall approve the plan if it determines that the provisions of this article have been complied with and that the plan is fair and equitable as regards the interests of the members of the mutual company. The Commission may in its discretion order a public hearing for the purpose of determining whether the plan complies with the conditions listed in the preceding sentence. The Commission may retain, at the mutual company’s expense, any qualified expert not a member of its staff to assist in its review of the plan.D\n\nThe Commission may condition approval of the plan upon such conditions, stipulations or provisions as it determines are reasonably necessary to protect policyholder interests of the converted company, including, but not limited to:1\n\nIts prior approval of:\n\t\t\t\ta. Any acquisition or formation of affiliate entities of the mutual holding company;\n\t\t\t\tb. The capital structure of any intermediate holding company or any subsequent change thereto;\n\t\t\t\tc. Any initial public offering or other issuance of equity or debt securities of an intermediate holding company or the converted company by private sale or public offering; and\n\t\t\t\td. Expansion of the activities of the mutual holding company into lines of business, industries or operations not identified or apparent at the time of approval of the plan.2\n\nLimitations on:\n\t\t\t\ta. Dividends and distributions, in addition to those otherwise provided by law, if their effect would be to reduce the capital and surplus of the converted company; and\n\t\t\t\tb. The pledge, encumbrance or transfer of the stock of the converted company.E\n\n1. Upon approval of a plan of MHC conversion by the Commission, the plan shall be submitted to a vote of the eligible members at an annual or special meeting of the members of the mutual company held not less than twenty-five nor more than sixty days from the date notice of the meeting is given. Notice of the members’ meeting to act on the plan shall be given to each eligible member at the member’s address as shown on the company’s records not later than forty-five days following the date of the Commission’s approval of the plan. The notice shall identify in reasonable detail the benefits and risks of the plan of MHC conversion and shall be accompanied by a copy of the plan or, if authorized by the Commission, a summary thereof; provided, however, that if a summary of the plan is sent with the notice, members shall be advised that a complete copy of the plan will be available without charge upon request. The notice shall state that the Commission has approved the plan but that such approval does not constitute a recommendation that members vote to adopt the plan.2\n\nApproval of the plan shall be by the affirmative vote of more than two-thirds of the votes cast by eligible members at a meeting at which a quorum is present. Eligible members may vote in person or by proxy. The number of votes an eligible member may cast shall be determined by the bylaws of the mutual company. If the bylaws contain no such provisions, each eligible member shall be entitled to cast one vote.3\n\nUpon approval of the plan by the eligible members of the mutual company, the articles of incorporation of the mutual holding company, any intermediate holding company, and the converted company shall be adopted and filed with the Commission. In addition, the converted company shall file with the Commission a copy of the minutes of the meeting at which the members approved the plan together with a copy of the bylaws of the mutual holding company, any intermediate holding company, and the converted company. The plan of MHC conversion shall become effective on the date that all of the provisions of this section have been complied with and the new and revised articles of incorporation have been filed and admitted to record in the office of the clerk of the Commission in the manner provided by Chapter 9 (§ 13.1-601 et seq.) of Title 13.1.","order_by":null,"text":{"0":{"id":292744,"text":"The board of directors of a mutual company may adopt a plan of MHC conversion that is consistent with the provisions of § 38.2-1005.1:4 by the affirmative vote of not less than two-thirds of the members of the board. At any time before approval of the plan by the mutual company’s eligible members, the board of directors, by affirmative vote of not less than two-thirds of its members, may amend or withdraw the plan.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":292745,"text":"After a plan of MHC conversion has been adopted by the board of directors, the plan and all amendments subsequently adopted shall be filed with the Commission for review and approval. In addition to the plan and supporting documents, the filing shall include (i) the form of notice to eligible members required by subdivision E 1 of this section, (ii) the form of any proxy to be solicited from eligible members together with all material to be distributed in connection with such solicitation, (iii) the proposed articles of incorporation and bylaws of the mutual holding company and each intermediate holding company, if any, and (iv) the revised articles of incorporation and bylaws of the converted company.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":292746,"text":"Upon receipt of the plan and other documents specified in subsection B of this section, the Commission shall conduct a review of the plan. The Commission shall approve the plan if it determines that the provisions of this article have been complied with and that the plan is fair and equitable as regards the interests of the members of the mutual company. The Commission may in its discretion order a public hearing for the purpose of determining whether the plan complies with the conditions listed in the preceding sentence. The Commission may retain, at the mutual company’s expense, any qualified expert not a member of its staff to assist in its review of the plan.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":292747,"text":"The Commission may condition approval of the plan upon such conditions, stipulations or provisions as it determines are reasonably necessary to protect policyholder interests of the converted company, including, but not limited to:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":292748,"text":"Its prior approval of:\n\t\t\t\ta. Any acquisition or formation of affiliate entities of the mutual holding company;\n\t\t\t\tb. The capital structure of any intermediate holding company or any subsequent change thereto;\n\t\t\t\tc. Any initial public offering or other issuance of equity or debt securities of an intermediate holding company or the converted company by private sale or public offering; and\n\t\t\t\td. Expansion of the activities of the mutual holding company into lines of business, industries or operations not identified or apparent at the time of approval of the plan.","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":292749,"text":"Limitations on:\n\t\t\t\ta. Dividends and distributions, in addition to those otherwise provided by law, if their effect would be to reduce the capital and surplus of the converted company; and\n\t\t\t\tb. The pledge, encumbrance or transfer of the stock of the converted company.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"E"},"6":{"id":292750,"text":"1. Upon approval of a plan of MHC conversion by the Commission, the plan shall be submitted to a vote of the eligible members at an annual or special meeting of the members of the mutual company held not less than twenty-five nor more than sixty days from the date notice of the meeting is given. Notice of the members’ meeting to act on the plan shall be given to each eligible member at the member’s address as shown on the company’s records not later than forty-five days following the date of the Commission’s approval of the plan. The notice shall identify in reasonable detail the benefits and risks of the plan of MHC conversion and shall be accompanied by a copy of the plan or, if authorized by the Commission, a summary thereof; provided, however, that if a summary of the plan is sent with the notice, members shall be advised that a complete copy of the plan will be available without charge upon request. The notice shall state that the Commission has approved the plan but that such approval does not constitute a recommendation that members vote to adopt the plan.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D2","next_prefix":"E2"},"7":{"id":292751,"text":"Approval of the plan shall be by the affirmative vote of more than two-thirds of the votes cast by eligible members at a meeting at which a quorum is present. Eligible members may vote in person or by proxy. The number of votes an eligible member may cast shall be determined by the bylaws of the mutual company. If the bylaws contain no such provisions, each eligible member shall be entitled to cast one vote.","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E","next_prefix":"E3"},"8":{"id":292752,"text":"Upon approval of the plan by the eligible members of the mutual company, the articles of incorporation of the mutual holding company, any intermediate holding company, and the converted company shall be adopted and filed with the Commission. In addition, the converted company shall file with the Commission a copy of the minutes of the meeting at which the members approved the plan together with a copy of the bylaws of the mutual holding company, any intermediate holding company, and the converted company. The plan of MHC conversion shall become effective on the date that all of the provisions of this section have been complied with and the new and revised articles of incorporation have been filed and admitted to record in the office of the clerk of the Commission in the manner provided by Chapter 9 (§ 13.1-601 et seq.) of Title 13.1.","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2"}},"ancestry":[{"id":12859,"edition_id":1,"name":"Formation of Mutual Insurance Holding Company; Conversion of Mutual Holding Company to Stock Holding Company","identifier":"1.1","label":"article","depth":3,"order_by":1,"parent_id":12858,"metadata":{},"date_created":"2026-06-26 03:43:57","date_modified":"2026-06-26 03:43:57","permalink":{"id":210883,"object_type":"structure","relational_id":12859,"identifier":"1.1","token":"38.2\/10\/1.1","url":"\/38.2\/10\/1.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12858,"edition_id":1,"name":"Organization, Admission and Licensing of Insurers","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12698,"metadata":{},"date_created":"2026-06-26 03:43:57","date_modified":"2026-06-26 03:43:57","permalink":{"id":210851,"object_type":"structure","relational_id":12858,"identifier":"10","token":"38.2\/10","url":"\/38.2\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12698,"edition_id":1,"name":"Insurance","identifier":"38.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:49","date_modified":"2026-06-26 03:43:49","permalink":{"id":210661,"object_type":"structure","relational_id":12698,"identifier":"38.2","token":"38.2","url":"\/38.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":56902,"structure_id":12859,"section_number":"38.2-1005.1:1","catch_line":"Definitions","url":"\/38.2-1005.1_1\/","token":"38.2\/10\/1.1\/38.2-1005.1_1","metadata":false},{"id":64846,"structure_id":12859,"section_number":"38.2-1005.1:10","catch_line":"Conflicts of interest","url":"\/38.2-1005.1_10\/","token":"38.2\/10\/1.1\/38.2-1005.1_10","metadata":false},{"id":76203,"structure_id":12859,"section_number":"38.2-1005.1:11","catch_line":"Costs and expenses","url":"\/38.2-1005.1_11\/","token":"38.2\/10\/1.1\/38.2-1005.1_11","metadata":false},{"id":77766,"structure_id":12859,"section_number":"38.2-1005.1:12","catch_line":"Failure to give notice","url":"\/38.2-1005.1_12\/","token":"38.2\/10\/1.1\/38.2-1005.1_12","metadata":false},{"id":79053,"structure_id":12859,"section_number":"38.2-1005.1:13","catch_line":"Limitation on actions","url":"\/38.2-1005.1_13\/","token":"38.2\/10\/1.1\/38.2-1005.1_13","metadata":false},{"id":71404,"structure_id":12859,"section_number":"38.2-1005.1:2","catch_line":"Formation of mutual holding company and conversion of mutual company","url":"\/38.2-1005.1_2\/","token":"38.2\/10\/1.1\/38.2-1005.1_2","metadata":false},{"id":85196,"structure_id":12859,"section_number":"38.2-1005.1:3","catch_line":"Mutual holding company membership interest","url":"\/38.2-1005.1_3\/","token":"38.2\/10\/1.1\/38.2-1005.1_3","metadata":false},{"id":85678,"structure_id":12859,"section_number":"38.2-1005.1:4","catch_line":"Contents of plan of MHC conversion","url":"\/38.2-1005.1_4\/","token":"38.2\/10\/1.1\/38.2-1005.1_4","metadata":false},{"id":81727,"structure_id":12859,"section_number":"38.2-1005.1:5","catch_line":"Adoption and approval of plan of MHC conversion","url":"\/38.2-1005.1_5\/","token":"38.2\/10\/1.1\/38.2-1005.1_5","metadata":false},{"id":53995,"structure_id":12859,"section_number":"38.2-1005.1:6","catch_line":"Corporate existence","url":"\/38.2-1005.1_6\/","token":"38.2\/10\/1.1\/38.2-1005.1_6","metadata":false},{"id":66932,"structure_id":12859,"section_number":"38.2-1005.1:7","catch_line":"Regulation and authority of a mutual holding company","url":"\/38.2-1005.1_7\/","token":"38.2\/10\/1.1\/38.2-1005.1_7","metadata":false},{"id":57547,"structure_id":12859,"section_number":"38.2-1005.1:8","catch_line":"Diversion of business to affiliates","url":"\/38.2-1005.1_8\/","token":"38.2\/10\/1.1\/38.2-1005.1_8","metadata":false},{"id":71758,"structure_id":12859,"section_number":"38.2-1005.1:9","catch_line":"Conversion of mutual holding company","url":"\/38.2-1005.1_9\/","token":"38.2\/10\/1.1\/38.2-1005.1_9","metadata":false}],"previous_section":{"id":85678,"structure_id":12859,"section_number":"38.2-1005.1:4","catch_line":"Contents of plan of MHC conversion","url":"\/38.2-1005.1_4\/","token":"38.2\/10\/1.1\/38.2-1005.1_4","metadata":false},"next_section":{"id":53995,"structure_id":12859,"section_number":"38.2-1005.1:6","catch_line":"Corporate existence","url":"\/38.2-1005.1_6\/","token":"38.2\/10\/1.1\/38.2-1005.1_6","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/38.2-1005.1:5\/","history_text":"

This law was first created in 2001. The record of its establishment is cataloged in chapter 726<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":[{"id":62759,"section_number":"13.1-601","catch_line":"Short title","order_by":null,"url":"\/13.1-601\/"},{"id":85678,"section_number":"38.2-1005.1:4","catch_line":"Contents of plan of MHC conversion","order_by":null,"url":"\/38.2-1005.1_4\/"}],"permalink":{"id":210917,"object_type":"law","relational_id":81727,"identifier":"38.2-1005.1:5","token":"38.2\/10\/1.1\/38.2-1005.1_5","url":"\/38.2-1005.1_5\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/38.2-1005.1_5\/","token":"38.2\/10\/1.1\/38.2-1005.1_5","dublin_core":{"Title":"Adoption and approval of plan of MHC conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 38.2-1005.1:5","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The board of directors of a mutual company<\/span> may adopt a plan of MHC conversion<\/span> that is consistent with the provisions of § 38.2-1005.1:4<\/a> by the affirmative vote of not less than two-thirds of the members of the board. At any time before approval of the plan by the mutual company<\/span>’s eligible members<\/span>, the board of directors, by affirmative vote of not less than two-thirds of its members, may amend<\/span> or withdraw the plan. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> After a plan of MHC conversion<\/span> has been adopted by the board of directors, the plan and all amendments subsequently adopted shall be filed with the Commission<\/span> for review and approval. In addition to the plan and supporting documents, the filing shall include (i) the form of notice to eligible members<\/span> required by subdivision E 1 of this section, (ii) the form of any proxy to be solicited from eligible members<\/span> together with all material<\/span> to be distributed in connection with such solicitation, (iii) the proposed articles of incorporation and bylaws of the mutual holding company<\/span> and each intermediate holding company<\/span>, if any, and (iv) the revised articles of incorporation and bylaws of the converted company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Upon receipt of the plan and other documents specified in subsection B of this section, the Commission<\/span> shall conduct a review of the plan. The Commission<\/span> shall approve the plan if it determines that the provisions of this article have been complied with and that the plan is fair and equitable<\/span> as regards the interests of the members of the mutual company<\/span>. The Commission<\/span> may in its discretion order<\/span> a public hearing<\/span> for the purpose of determining whether the plan complies with the conditions listed in the preceding sentence. The Commission<\/span> may retain, at the mutual company<\/span>’s expense, any qualified expert not a member<\/span> of its staff to assist in its review of the plan. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The Commission<\/span> may condition approval of the plan upon such conditions, stipulations<\/span> or provisions as it determines are reasonably necessary to protect policyholder<\/span> interests of the converted company<\/span>, including, but not limited to: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Its prior approval of:\n\t\t\t\ta. Any acquisition or formation of affiliate entities of the mutual holding company<\/span>;\n\t\t\t\tb. The capital structure of any intermediate holding company<\/span> or any subsequent change thereto;\n\t\t\t\tc. Any initial public offering or other issuance of equity<\/span> or debt securities of an intermediate holding company<\/span> or the converted company<\/span> by private sale or public offering; and\n\t\t\t\td. Expansion of the activities of the mutual holding company<\/span> into lines of business, industries or operations not identified or apparent at the time of approval of the plan. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Limitations on:\n\t\t\t\ta. Dividends and distributions, in addition to those otherwise provided by law<\/span>, if their effect would be to reduce the capital and surplus of the converted company<\/span>; and\n\t\t\t\tb. The pledge, encumbrance or transfer of the stock of the converted company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> 1. Upon approval of a plan of MHC conversion<\/span> by the Commission<\/span>, the plan shall be submitted to a vote of the eligible members<\/span> at an annual or special meeting of the members of the mutual company<\/span> held not less than twenty-five nor more than sixty days from the date notice of the meeting is given. Notice of the members’ meeting to act on the plan shall be given to each eligible member<\/span> at the member’s address as shown on the company’s records not later than forty-five days following the date of the Commission<\/span>’s approval of the plan. The notice shall identify in reasonable detail the benefits and risks of the plan of MHC conversion<\/span> and shall be accompanied by a copy of the plan or, if authorized by the Commission<\/span>, a summary thereof; provided, however, that if a summary of the plan is sent with the notice, members shall be advised that a complete copy of the plan will be available without charge upon request. The notice shall state<\/span> that the Commission<\/span> has approved the plan but that such approval does not constitute a recommendation that members vote to adopt the plan. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Approval of the plan shall be by the affirmative vote of more than two-thirds of the votes cast by eligible members<\/span> at a meeting at which a quorum is present. Eligible members<\/span> may vote in person<\/span> or by proxy. The number of votes an eligible member<\/span> may cast shall be determined by the bylaws of the mutual company<\/span>. If the bylaws contain no such provisions, each eligible member<\/span> shall be entitled to cast one vote. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Upon approval of the plan by the eligible members<\/span> of the mutual company<\/span>, the articles of incorporation of the mutual holding company<\/span>, any intermediate holding company<\/span>, and the converted company<\/span> shall be adopted and filed with the Commission<\/span>. In addition, the converted company<\/span> shall file with the Commission<\/span> a copy of the minutes of the meeting at which the members approved the plan together with a copy of the bylaws of the mutual holding company<\/span>, any intermediate holding company<\/span>, and the converted company<\/span>. The plan of MHC conversion<\/span> shall become effective on the date that all of the provisions of this section have been complied with and the new and revised articles of incorporation have been filed and admitted to record in the office of the clerk of the Commission<\/span> in the manner provided by Chapter 9 (§ 13.1-601<\/a> et seq.) of Title 13.1. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nADOPTION AND APPROVAL OF PLAN OF MHC CONVERSION (\u00a7 38.2-1005.1:5)\n\nA. The board of directors of a mutual company may adopt a plan of MHC conversion\nthat is consistent with the provisions of § 38.2-1005.1:4 by the\naffirmative vote of not less than two-thirds of the members of the board. At any\ntime before approval of the plan by the mutual company’s eligible members,\nthe board of directors, by affirmative vote of not less than two-thirds of its\nmembers, may amend or withdraw the plan.\n\nB. After a plan of MHC conversion has been adopted by the board of directors,\nthe plan and all amendments subsequently adopted shall be filed with the\nCommission for review and approval. In addition to the plan and supporting\ndocuments, the filing shall include (i) the form of notice to eligible members\nrequired by subdivision E 1 of this section, (ii) the form of any proxy to be\nsolicited from eligible members together with all material to be distributed in\nconnection with such solicitation, (iii) the proposed articles of incorporation\nand bylaws of the mutual holding company and each intermediate holding company,\nif any, and (iv) the revised articles of incorporation and bylaws of the\nconverted company.\n\nC. Upon receipt of the plan and other documents specified in subsection B of\nthis section, the Commission shall conduct a review of the plan. The Commission\nshall approve the plan if it determines that the provisions of this article have\nbeen complied with and that the plan is fair and equitable as regards the\ninterests of the members of the mutual company. The Commission may in its\ndiscretion order a public hearing for the purpose of determining whether the\nplan complies with the conditions listed in the preceding sentence. The\nCommission may retain, at the mutual company’s expense, any qualified\nexpert not a member of its staff to assist in its review of the plan.\n\nD. The Commission may condition approval of the plan upon such conditions,\nstipulations or provisions as it determines are reasonably necessary to protect\npolicyholder interests of the converted company, including, but not limited to:\n\n 1. Its prior approval of:\n \t\t\t\ta. Any acquisition or formation of affiliate entities of the mutual\n holding company;\n \t\t\t\tb. The capital structure of any intermediate holding company or any\n subsequent change thereto;\n \t\t\t\tc. Any initial public offering or other issuance of equity or debt\n securities of an intermediate holding company or the converted company by\n private sale or public offering; and\n \t\t\t\td. Expansion of the activities of the mutual holding company into lines of\n business, industries or operations not identified or apparent at the time of\n approval of the plan.\n\n 2. Limitations on:\n \t\t\t\ta. Dividends and distributions, in addition to those otherwise provided by\n law, if their effect would be to reduce the capital and surplus of the\n converted company; and\n \t\t\t\tb. The pledge, encumbrance or transfer of the stock of the converted\n company.\n\nE. 1. Upon approval of a plan of MHC conversion by the Commission, the plan\nshall be submitted to a vote of the eligible members at an annual or special\nmeeting of the members of the mutual company held not less than twenty-five nor\nmore than sixty days from the date notice of the meeting is given. Notice of the\nmembers’ meeting to act on the plan shall be given to each eligible member\nat the member’s address as shown on the company’s records not later\nthan forty-five days following the date of the Commission’s approval of\nthe plan. The notice shall identify in reasonable detail the benefits and risks\nof the plan of MHC conversion and shall be accompanied by a copy of the plan or,\nif authorized by the Commission, a summary thereof; provided, however, that if a\nsummary of the plan is sent with the notice, members shall be advised that a\ncomplete copy of the plan will be available without charge upon request. The\nnotice shall state that the Commission has approved the plan but that such\napproval does not constitute a recommendation that members vote to adopt the\nplan.\n\n 2. Approval of the plan shall be by the affirmative vote of more than\n two-thirds of the votes cast by eligible members at a meeting at which a\n quorum is present. Eligible members may vote in person or by proxy. The number\n of votes an eligible member may cast shall be determined by the bylaws of the\n mutual company. If the bylaws contain no such provisions, each eligible member\n shall be entitled to cast one vote.\n\n 3. Upon approval of the plan by the eligible members of the mutual company,\n the articles of incorporation of the mutual holding company, any intermediate\n holding company, and the converted company shall be adopted and filed with the\n Commission. In addition, the converted company shall file with the Commission\n a copy of the minutes of the meeting at which the members approved the plan\n together with a copy of the bylaws of the mutual holding company, any\n intermediate holding company, and the converted company. The plan of MHC\n conversion shall become effective on the date that all of the provisions of\n this section have been complied with and the new and revised articles of\n incorporation have been filed and admitted to record in the office of the\n clerk of the Commission in the manner provided by Chapter 9 (§ 13.1-601\n et seq.) of Title 13.1.\n\nHISTORY: 2001, c. 726.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}