In this subtitle the following words have the meanings indicated. “Benefit contract” means the agreement for provision of benefits authorized by § 8-432 of this subtitle. “Benefit member” means an adult member who is designated by the laws or rules of a society to be a benefit member under a benefit contract. “Certificate” means the document issued as written evidence of a benefit contract. “Laws” means a society’s articles of incorporation, constitution, and bylaws, however designated. “Lodge” means subordinate member units of a society, known as camps, courts, councils, branches, or by any other designation. “Premiums” means premiums, rates, dues, or other required contributions by whatever name known that are payable under a certificate. “Rules” means all rules, regulations, or resolutions adopted by the supreme governing body or board of directors of a society which are intended to have general application to the members of the society. Unless the context requires otherwise, “society” means fraternal benefit society.

An incorporated society, order, or supreme lodge without capital stock is deemed to be a fraternal benefit society if it: is conducted solely for the benefit of its members and their beneficiaries; is not conducted for profit; is operated on a lodge system with ritualistic form of work; has a representative form of government; and provides for benefits to be paid in accordance with this subtitle. An incorporated or unincorporated society, order, or supreme lodge without capital stock that is exempted under § 8-404(a)(2) of this subtitle is deemed to be a fraternal benefit society. A society is deemed to be operating on a lodge system if it operates under a system by which the society: has a supreme legislative or governing body and subordinate lodges or branches, by whatever name known; by its laws, requires the subordinate lodges or branches to hold regular meetings at least once each month in furtherance of the purposes of the society; and elects, initiates, or admits members in accordance with its laws, rituals, and rules. A society is deemed to have a representative form of government if: the society provides in its laws for a supreme legislative or governing body composed of: representatives elected by the members of the society or by delegates elected directly or indirectly by the members; and any other individuals required by the laws of the society; election of delegates may be accomplished by mail; the elected representatives of the society: are a majority of the supreme legislative or governing body; have at least two-thirds of the votes; and have at least the number of votes required to amend the laws of the society; at least once every 4 years: the supreme legislative or governing body of the society meets; and officers, representatives, or delegates of the society are elected; each insured member is eligible for election to act or serve as a delegate to the meeting; the society has a board of directors that: is responsible for the management of the affairs of the society between meetings of the supreme legislative or governing body; is subject to control by the supreme legislative or governing body; except when a vacancy is filled between meetings of the supreme legislative or governing body, is elected by the supreme legislative or governing body; and has powers and duties delegated by the laws of the society; the officers of the society are elected by the supreme legislative or governing body or by the board of directors; and the members, officers, representatives, or delegates of the society may not vote by proxy; or the society provides in its laws for a supreme legislative or governing body composed of: a board composed of individuals elected by the members, either directly or by their representatives in intermediate assemblies; and any other individuals required by the laws of the society; election of the board may be accomplished by mail; the term of an elected board member may not exceed 4 years; the individuals elected to the board: are a majority of the board; and have at least the number of votes required to amend the laws of the society; vacancies on the board between elections are filled as prescribed by the laws of the society; an individual filling the unexpired term of an elected board member is considered to be an elected member; and the board meets at least quarterly to conduct the business of the society.

Except as otherwise provided in this section, societies are: governed exclusively by this subtitle; and exempt from the other insurance laws of the State. A statute enacted after December 31, 1963, does not apply to societies unless the statute expressly states that it applies to them. In addition to the provisions of this subtitle, the following provisions of this article apply to societies to the extent not in conflict with the express provisions and reasonable implications of this subtitle: Title 1 of this article; Title 2, Subtitle 1 of this article, including § 2–112 of this article; Title 2, Subtitle 2 of this article; § 3–117 of this article; § 3–127 of this article; § 4–102(b) of this article; § 4–113(a)(7), (8), and (9) of this article; § 4–203 of this article; § 4–204 of this article; § 5–103 of this article; § 5–201 of this article; Title 6, Subtitle 2 of this article; Title 9, Subtitle 2 of this article; § 10–120 of this article; Title 15, Subtitle 9 of this article; Title 27 of this article; § 1–301 of this article; and Title 4, Subtitle 3 of this article. In addition to the provisions of this subtitle, societies are subject to the provisions of Title 13, Subtitle 5 of the Estates and Trusts Article.

Except as provided in this section, this subtitle and the other insurance laws of the State do not apply to: a grand or subordinate lodge or society, order, or association that: was doing business in the State on December 31, 1963; provides benefits exclusively through local or subordinate lodges; and does not issue benefit certificates; an order, society, or association that: limits its membership to individuals engaged in one or more crafts or hazardous occupations in the same or similar lines of business; and insures only its members and their families and dependents; or as to individual health insurance policies, offers those policies in this State only to members of the Mennonite Church and their dependents and families; was formed as a fraternal benefit society under the laws of the State of Indiana prior to January 1, 1966 for the purpose of providing mutual aid in affiliation with the Mennonite Church; and is registered as a foreign corporation under § 7–202 of the Corporations and Associations Article; a society or auxiliary of an order, society, or association described in item (2) of this subsection; a domestic society that: limits its membership to employees of a particular municipal area or a designated firm, business house, or corporation; provides for individual death benefits not exceeding $400 per year or disability benefits not exceeding $350 per year or both; and does not issue benefit certificates; a domestic society or association that: has a purely religious, charitable, or benevolent purpose; provides for individual death benefits not exceeding $400 per year or disability benefits not exceeding $350 per year or both; does not issue benefit certificates; and has a membership of not more than 1,000 individuals; and any association, whether or not a fraternal benefit society: that was organized before 1880; the members of which are officers or enlisted, regular or reserve, active, retired, or honorably discharged members of the uniformed services; and a principal purpose of which is to provide insurance and other benefits to its members and the dependents or beneficiaries of its members. Except for an organization described in subsection (a)(2) or (3) of this section, a society that is exempt from this subtitle may not give, allow, or promise to give or allow to any person compensation for obtaining new members. The provisions of this subtitle relating to medical examination, valuation of benefit certificates, and incontestability do not apply to a society that: provides benefits in case of death or disability resulting solely from accident; and does not obligate itself to pay natural death or sickness benefits. By examination or otherwise, the Commissioner may require information from any society or association that will enable the Commissioner to determine whether the society or association is exempt from this subtitle.

The incorporators shall sign and acknowledge the articles of incorporation. The articles of incorporation shall include: the purpose for which the society is being formed and the manner in which its corporate powers are to be exercised; the name of the society; the name, address, and state of residence of each incorporator; and the name, address, residence, and official title of each officer, trustee, director, and any other individual who will have general control of the management of the affairs and funds of the society for the first year and until the first election. The powers set forth in the articles of incorporation may not exceed the powers granted to societies by this subtitle. The purposes of a society may include any lawful social, intellectual, educational, charitable, benevolent, moral, fraternal, or religious activity. The name of a society may not be misleadingly or confusingly similar to the name of any other society or insurer.

The incorporators shall file with the Commissioner: the articles of incorporation of the society; certified copies of the society’s laws and rules; copies of all proposed: forms of certificates; applications for certificates; and circulars to be issued by the society; and a bond conditioned on the return to applicants of advance premiums if the organization of the society is not completed within 1 year. The Commissioner may require any additional information that the Commissioner considers necessary. The bond required under subsection (a) of this section must: be issued by a surety insurer approved by the Commissioner; and be in the amount required by the Commissioner, but not less than $300,000 nor more than $1,500,000. Each document filed shall be in the English language.

After receiving a preliminary certificate of authority from the Commissioner, a society may solicit members for the purposes of completing its organization. Until the society complies with the requirements of subsection (b) of this section, the society may not: incur any liability other than for the return of an advance premium; issue any certificate; or pay, allow, or offer or promise to pay or allow any death or disability benefit. Each society shall: secure bona fide applications for death benefits in an aggregate amount of at least $500,000 on at least 500 lives; receive from each applicant evidence of insurability satisfactory to the society; have on file certificates of examination or acceptable declarations of insurability approved by the society’s chief medical examiner; collect from each applicant the amount of at least one regular monthly premium under the society’s table of rates as provided by the society’s laws, and issue to each applicant a receipt for the amount received; collect premiums as provided in item (4) of this subsection in an aggregate amount of at least $150,000 and credit the premiums to the funds from which benefits are to be paid; establish at least ten subordinate lodges or branches into which the applicants are admitted; submit to the Commissioner, under the oath of the president, secretary, or an equivalent officer of the society, the name, address, date of admission, and amounts of benefits and premiums of each applicant, and the name and number of the subordinate branch of which the applicant is a member; and submit to the Commissioner, under oath of the treasurer or an equivalent officer of the society, a statement that at least 500 applicants have paid the premiums required by items (4) and (5) of this subsection. All advance premiums shall be held in trust during the period of organization and, if the society has not qualified for a certificate of authority within 1 year, the premiums shall be returned to the applicants.

A society may amend the society’s laws, in accordance with the provisions of those laws, by: action of its supreme legislative or governing body at a regular or special meeting of the body; or referendum. An amendment by referendum may be approved in accordance with the laws of a society, by the vote of: the society’s voting members; the delegates or representatives of the society’s voting members; or the society’s local lodges or branches. An amendment may not be adopted by referendum unless, within 6 months after it is submitted for adoption, a majority of all the voting members of the society have consented to the amendment. An amendment to the laws of a society may not take effect unless the Commissioner approves. The Commissioner shall approve an amendment if the Commissioner finds that the amendment was adopted properly and is not inconsistent with the laws of the State or the society. The Commissioner’s approval or disapproval shall be in writing and mailed to the secretary or equivalent officer of the society at the society’s principal office. The Commissioner shall include in a notice of disapproval a statement of the reasons for the disapproval. Unless disapproved by the Commissioner, an amendment is deemed approved 60 days after it is filed with the Commissioner. Within 90 days after approval by the Commissioner, each amendment or a synopsis of it shall be mailed by the society to each member of the society or published in full in the official publication of the society. The affidavit of an individual authorized by the society to mail an amendment or synopsis, stating that the amendment or synopsis was addressed properly and mailed, is prima facie evidence that the amendment or synopsis was provided to the addressee. A printed copy of the laws as amended, certified by the secretary or equivalent officer of the society, is prima facie evidence of the amendment.

The officers, trustees, directors, or other individuals who have general control of the management of the affairs and funds of the society shall be elected by the supreme legislative or governing body of the society. The election shall be held within 1 year after a permanent certificate of authority is issued under § 8-417 of this subtitle. The officers of a grand, supreme, or subordinate lodge or branch of a society are not personally liable for payment of a benefit provided by the society. An individual may be indemnified and reimbursed by a society for expenses reasonably incurred by, and liabilities imposed on, the individual in connection with or arising out of any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, in which the individual may be involved because the individual is or was a director, officer, employee, or agent of the society or of any firm, corporation, or organization in which the individual served in any capacity at the request of the society. An individual may not be indemnified or reimbursed: in relation to any matter in an action, suit, or proceeding as to which the individual is finally adjudged to be or have been guilty of breach of a duty as a director, officer, employee, or agent of the society; or in relation to any matter in a threatened or pending action, suit, or proceeding that has been made the subject of a compromise settlement, unless the individual: acted in good faith for a purpose the individual reasonably believed to be in, or not opposed to, the best interests of the society; and in a criminal action or proceeding, had no reasonable cause to believe that the individual’s conduct was unlawful. The determination of whether the conduct of an individual met the standard required to justify indemnification and reimbursement in relation to any matter described in paragraph (2) of this subsection may be made only by: the supreme governing body or board of directors of the society by a majority vote of a quorum that consists of individuals who were not parties to the action, suit, or proceeding; or a court of competent jurisdiction. The termination of an action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of no contest, as to an individual shall not in itself create a conclusive presumption that the individual did not meet the standard of conduct required to justify indemnification and reimbursement. The right of indemnification and reimbursement under this subsection shall not be exclusive of other rights to which an individual may be entitled as a matter of law, and shall inure to the benefit of the individual’s heirs, executors, and administrators. A society may purchase and maintain insurance on behalf of any individual who is or was a director, officer, employee, or agent of the society, or who is or was serving at the request of the society as a director, officer, employee, or agent of any other firm, corporation, or organization against any liability asserted against the individual and incurred by the individual in any such capacity or arising out of the individual’s status as such, whether or not the society would have the power to indemnify the individual against such liability under this section. No director, officer, employee, member, or volunteer of a society serving without compensation, shall be liable, and no cause of action may be brought, for damages resulting from the exercise of judgment or discretion in connection with the duties or responsibilities of the individual for the society unless the act or omission involved willful or wanton misconduct.

A society may admit to membership an individual who: is older than 14 1/2 years old; and gives the society evidence of insurability acceptable to the society. A minor who is admitted to the society is: bound by the terms of the application and certificate and by the laws and rules of the society; and entitled to the rights and privileges of membership as though the individual were an adult at the time of application. A society also may admit general or social members who do not have a voice or vote in the management of the society’s insurance affairs. The members of a grand, supreme, or subordinate lodge or branch of a society are not personally liable for payment of a benefit provided by the society. A society shall specify in its laws or rules the rights and privileges of each membership class. Membership rights in a society are personal to the member and not assignable.

A certificate of authority of a society expires on the first June 30 after its effective date unless it is renewed as provided in this section. At least 1 month before a certificate of authority expires, the Commissioner shall mail to the holder of the certificate of authority, at the last known address of the holder, or send by electronic means in accordance with § 2–116 of this article: a renewal application form; and a notice that states: the date on which the current certificate of authority expires; the date by which the Commissioner must receive the renewal application for the renewal to be issued and mailed before the certificate of authority expires; and the amount of the renewal fee. Before a certificate of authority expires, the holder of the certificate of authority may renew it for an additional 1-year term, if the holder: otherwise is entitled to a certificate of authority; files with the Commissioner a renewal application on the form that the Commissioner provides; and pays to the Commissioner the fee for renewal of certificates of authority of insurers required by § 2-112 of this article. The Commissioner shall renew the certificate of authority of each holder who meets the requirements of this subtitle. If a certificate holder pays the applicable renewal fee before the certificate of authority expires, the certificate of authority remains in effect until the Commissioner renews or refuses to renew the certificate of authority.

A foreign or alien society may not transact insurance business in the State unless the society has a certificate of authority issued by the Commissioner. A foreign or alien society that desires to transact insurance business in the State must have the qualifications required of domestic societies organized under this subtitle. A foreign or alien society may be authorized to transact insurance business in the State if the society: shows that its assets are invested in accordance with this subtitle; and files with the Commissioner: a certified copy of its charter or articles of incorporation; a copy of its constitution and laws, certified by its secretary or equivalent officer; a power of attorney as required by § 8-407 of this subtitle; a statement of the society’s insurance business that is: under oath of its president and secretary or equivalent officers; in the form required by the Commissioner; verified by an examination made by the insurance supervisory official of its home state or another state, territory, province, or country; and satisfactory to the Commissioner; a certificate of compliance from the proper official of its home state, territory, province, or country that the society is legally incorporated and authorized to transact insurance business in that state, territory, province, or country; copies of its forms of certificates; and any additional information that the Commissioner considers necessary. Each foreign or alien society authorized to do insurance business in the State shall file with the Commissioner, within 90 days after enactment, a certified copy of each amendment of, or addition to, its articles of incorporation, constitution, or laws. The Commissioner may deny a certificate of authority to a foreign or alien society applicant or suspend or revoke a certificate of authority of a foreign or alien society if, on investigation, the Commissioner finds that the society: has exceeded its powers; has failed to comply with any provision of this subtitle; is not fulfilling its contracts in good faith; is conducting its insurance business fraudulently; or is conducting its insurance business in a manner hazardous to its members, creditors, or the public. If the Commissioner makes a finding under subsection (a) of this section, the Commissioner shall: notify the society of the finding; state in writing the reasons for dissatisfaction; and require the society to show cause on or before a specified date why its certificate of authority should not be denied, suspended, or revoked. If, on or before the date specified in the notice, the society does not show good and sufficient reason why its certificate of authority should not be denied, suspended, or revoked, the Commissioner may: deny or suspend the certificate of authority until satisfactory evidence is provided to the Commissioner that the denial or suspension should be withdrawn; or revoke the certificate of authority. The provisions of subsection (e) of this section do not prevent a foreign or alien society from continuing in good faith all contracts made in the State during the time the society was legally authorized to transact insurance business in the State.

A society authorized to do insurance business in the State may provide for the payment of: life insurance benefits; annuity benefits; health insurance benefits; monument or tombstone benefits to the memory of a deceased member of the society; and such other benefits as authorized for life insurers and which are not inconsistent with this subtitle. A society shall specify in its laws those persons who may receive benefits through the society. For all coverages, the member shall be the applicant or the insured. If the member is the applicant, there shall be a bona fide familial or other dependent relationship between the member and the insured or beneficiary. Every society, by its laws, may limit the scope of beneficiaries only to the extent required by federal law governing fraternal benefit societies. The society may specify the terms and conditions on which benefits certificates may be assigned. A society may not provide benefits through group insurance coverages. A member who applies for additional benefits more than 6 months after becoming a benefit member shall provide additional evidence of insurability acceptable to the society.

In this section, “eligible children” means children under the minimum age for adult membership but not more than 18 years old at the time of application. A society may provide for benefits on the lives of eligible children: in accordance with § 8-427 of this subtitle; in accordance with the laws or rules of the society; and on application of an adult. A society may organize and operate branches for eligible children. A society may not require eligible children to be members of or be initiated in a local lodge. Eligible children may not participate in the management of the society. On obtaining the minimum age for adult beneficial membership under the laws of the society, eligible children insured under certificates issued under this section shall be transferred to and become members of the adult branch of the society if the children otherwise meet the eligibility requirements of the society. If a child fails to meet the adult eligibility requirements of the society, the transfer is effective only as to the child’s insurance account. A society may provide for: the designation and changing of designation of beneficiaries in certificates; the regulation of certificates; and all rights, obligations, and liabilities incident to the certificates.

For certificates issued before January 1, 1998, the value of every paid-up nonforfeiture benefit and the amount of any cash surrender value, loan or other option granted shall comply with the provisions of law applicable on December 31, 1997. Each paid-up nonforfeiture benefit and the amount of any cash surrender value, loan, or other option granted under a certificate may not be less than the corresponding amount ascertained under the laws of the State that apply to life insurers issuing policies containing like insurance benefits based on the same tables. This subsection applies to certificates issued on or after January 1, 1998, for which reserves are computed on: the Commissioners 1941 Standard Ordinary Mortality Table; the Commissioners 1941 Standard Industrial Table; the Commissioners 1958 Standard Ordinary Mortality Table; the Commissioners 1980 Standard Mortality Table; or any more recent table authorized for use under § 5-304(b) of this article.

A member of a society may change the beneficiary in a certificate at any time in accordance with the laws or rules of the society. By its laws or rules, a society: may limit the scope of beneficiaries; and shall provide that a beneficiary may not have or get a vested interest in the proceeds of a certificate until the certificate becomes due and payable under the insurance contract. A society may provide for the payment of funeral benefits, not exceeding $5,000, to the extent of that part of any payment under a certificate that reasonably appears to be due to a person equitably entitled to reimbursement of expenses incurred by the burial of a member. Subject to subparagraph (ii) of this paragraph, if at the death of a member there is no lawful beneficiary to whom the insurance benefits are payable, the society shall pay to the personal representative of the deceased member the insurance benefits under the certificate, less any funeral benefits paid under paragraph (1) of this subsection. If the owner of the certificate is other than the insured, the proceeds shall be payable to that owner.

Each society authorized to do business in the State shall issue to each member entitled to benefits a certificate that specifies the amount of benefits provided under the certificate. The certificate, any rider or endorsement attached to the certificate, the laws of the society, the application for membership, any declaration of insurability signed by the applicant, and all amendments to each of these documents constitute the agreement between the society and the member as of the date of issuance of the certificate. The certificate shall state that the documents listed in paragraph (2) of this subsection constitute the agreement between the society and the member as of the date of issuance of the certificate. A copy of the application for membership and of any declaration of insurability shall be endorsed on or attached to the certificate. Each statement purporting to be made by an applicant for insurance is a representation and not a warranty. A waiver of this subsection is void. Subject to paragraph (2) of this subsection, an amendment to the laws made after the date of issuance of the certificate: binds the member and each beneficiary; and governs the agreement between the society and the member as though the amendments were made before and were in force on the date that the member applied for membership. An amendment does not destroy or diminish the benefits that the society contracted to give the member or owner as of the date of issuance of the certificate. A copy of a document listed in this section, certified by the secretary or equivalent officer of the society, is evidence of the terms and conditions of the document.

After December 31, 1997, a benefit certificate may not be delivered or issued for delivery in the State unless the form has been: filed with the Commissioner; and approved by the Commissioner in the manner provided for like policies issued by life insurers in the State. Unless disapproved by the Commissioner, a benefit certificate is deemed approved 60 days after the date the form is filed with the Commissioner. Each life, accident, health, or disability insurance certificate and each annuity certificate issued on or after January 1, 1998, shall meet requirements not inconsistent with this subtitle for like policies and annuities issued by life insurers in the State. Unless the benefit certificate contains provisions that are more favorable to the member, each benefit certificate shall contain in substance each of the following standard provisions: a statement of: the amount of rates, premiums, or other required contributions, however named, that are payable by the insured under the certificate; and the member’s share of a deficiency if reserves are impaired; and a provision that: for payment of any premium after the first, the member is entitled to a grace period of not less than a full month or, at the option of the society, 30 days; the certificate shall continue in full force during the grace period; if the certificate becomes a claim during the grace period before the overdue payment is made, the amount of the overdue payment may be deducted in a settlement under the certificate; recites fully or sets forth the substance of all sections of the laws or rules of the society that are in force on the date of issuance of the certificate, the violation of which will result in the termination or reduction of benefits payable under the certificate; and if the laws of the society provide for expulsion or suspension, a member who is expelled or suspended has the privilege of maintaining the insurance in force by continuing payment of the required premium, unless the expulsion or suspension is for: nonpayment of a premium; or a material misrepresentation in the member’s application for membership that is discovered within the contestable period. Certificates issued on the lives of individuals below the society’s minimum age for adult membership: may provide for transfer of control of ownership to the insured at an age specified in the certificate; may require approval of an application for membership in order to effect the transfer; may provide in all other respects for the regulation, government, and control of the certificate and all rights, obligations, and liabilities incident to and connected with the certificate; and shall specify ownership rights to the certificate prior to any transfer of the certificate. A society may specify the terms and conditions on which benefit certificates may be assigned.

A society may create, maintain, and operate charitable, benevolent, or educational institutions for the benefit of: society members; families and dependents of society members; and children insured by the society. For the purposes of an institution authorized by subsection (a) of this section, a society may own, hold, or lease personal or real property inside or outside the State. The property shall be reported in each annual statement of the society, but may not be allowed as an admitted asset of the society. Subject to paragraph (2) of this subsection, a society may charge a reasonable fee for maintenance, treatment, and proper attendance in an institution authorized by subsection (a) of this section. A society may not operate an institution authorized under subsection (a) of this section for profit. A society may not own or operate a funeral home or undertaking establishment. A society shall maintain a separate accounting for any income and disbursements under this section and report them in its annual statement. The purposes of a society as specified in its laws, and as provided in this section and § 8-411(c)(2) of this subtitle, may be carried out: directly by the society; or indirectly: with respect to activities regulated by the Insurance Commissioner, through a subsidiary or affiliate operating under a certificate of authority, certificate of qualification, or other license issued by the Commissioner; and for all other activities, through subsidiary corporations and affiliated organizations.

A society may consolidate or merge with another society as provided in this section. The society shall file with the Commissioner: a certified copy of the written contract that contains the terms and conditions of the consolidation or merger; a statement verified under oath by the president and secretary or equivalent officers of each society party to the contract that shows the financial condition of the society on a date set by the Commissioner, but not before December 31 preceding the date of the contract; a certificate verified under oath by the officers described in item (2) of this subsection that states that the consolidation or merger was approved by a two-thirds vote of the supreme legislative or governing body of each society; and evidence that, at least 60 days before the approval of the supreme legislative or governing body of each society, the text of the contract was mailed to each member of each society or was published in full in the official publication of that society. The affidavit of an officer of the society or an individual authorized by the society to mail a notice or document, stating that the text of the contract was properly addressed and mailed, is prima facie evidence that the text was provided to the addressee. The Commissioner shall approve the contract and issue a certificate of approval if the Commissioner finds that: the society has complied with the provisions of this section; the financial statements are correct; and the consolidation or merger is equitable to the members of each society party to the contract. Unless a society party to the contract is incorporated under the laws of another state, the contract is effective on approval. If a society party to the contract is incorporated under the laws of another state, the consolidation or merger is not effective: until it is approved under the laws of the other state and a certificate of the approval is filed with the Commissioner; or if the laws of the other state do not provide for approval, until it is approved by the insurance supervisory official of the other state and a certificate of the approval is filed with the Commissioner.

A domestic society may convert to and be licensed as a mutual life insurer by complying with the applicable requirements of Title 3, Subtitle 1 of this article if the plan of conversion is approved by the Commissioner. The plan of conversion shall be in writing and shall set forth the terms and conditions of the conversion. The board of directors shall submit the plan of conversion to the supreme legislative or governing body of the society at a regular or special meeting, by giving a complete copy of the plan with the notice of the meeting. Notice shall be given as provided in the applicable laws of the society for a regular or special meeting. The affirmative vote of two-thirds of the members of the body is necessary for approval of the plan. Conversion to a mutual life insurer may not take effect unless approved by the Commissioner. The Commissioner may approve the conversion if the Commissioner finds that the proposed change conforms to the requirements of law and is not prejudicial to the certificate holders of the society.

Subject to subsection (b) of this section, a domestic society may cede wholly or partly any individual risk by reinsurance agreement to an insurer that: is not a fraternal benefit society; has the power to make reinsurance; and is authorized to do insurance business in the State or is approved by the Commissioner. A domestic society may not reinsure substantially all of its insurance in force without the written permission of the Commissioner. Except as provided in paragraph (2) of this subsection, a ceding domestic society may take credit for the reserves on risks ceded under this section to the extent reinsured. A ceding domestic society may not be allowed credit, as an admitted asset or as a deduction from liability, for reinsurance made, ceded, renewed, or that otherwise became effective after December 31, 1963, unless the reinsurance is payable by the assuming insurer on the basis of the liability of the ceding society under the contracts reinsured without diminution because of the insolvency of the ceding society. Notwithstanding the limitations in this section, a society may reinsure the risks of another society in a consolidation or merger approved by the Commissioner under § 8-438 of this subtitle.

All assets of a society shall be held, invested, and disbursed for the use and benefit of the society. A society member or beneficiary of a member does not have and may not acquire individual rights in the assets of the society and is not entitled to any apportionment or the surrender of any part of the assets except as provided in the insurance contract. A society may create, maintain, invest, disburse, and apply special funds as necessary to carry out any purpose allowed by the laws of the society. This subsection applies only to a society with admitted assets that are less than the sum of its accrued liabilities and reserves under all of its certificates when valued according to standards required for certificates issued after December 31, 1963. A society described in paragraph (1) of this subsection shall state distinctly, in each law of the society regarding payments by members, the purpose of the payments and the proportion of the payments that may be used for expenses. A society described in paragraph (1) of this subsection may not use any money collected for mortuary or disability purposes, or its net earnings, for expenses. A society, pursuant to resolution of its supreme governing body, may establish and operate one or more separate accounts and issue contracts on a variable basis, subject to the provisions of law regulating life insurers establishing such accounts and issuing such contracts. To the extent the society considers it necessary in order to comply with any applicable federal or State laws, or any rules issued under applicable federal or State laws, the society: may adopt special procedures for the conduct of the business and affairs of a separate account; for persons having beneficial interests in an account, may provide special voting and other rights, including special rights and procedures relating to investment policy, investment advisory services, selection of certified public accountants, and selection of a committee to manage the business and affairs of the account; and may issue contracts on a variable basis to which §§ 8-432(c) and 8-446 of this subtitle shall not apply.

Each society transacting insurance business in the State shall: file with the Commissioner an annual statement as provided in § 4-116 of this article; pay to the Commissioner a fee of $25 for filing the annual statement; and prepare a synopsis of the annual statement that explains the condition of the society as disclosed by the annual statement. On or before June 1 of each year the synopsis required by subsection (a)(3) of this section shall be: printed and mailed to each benefit member of the society; or published in the society’s official publication. A society that fails to file the annual statement required under subsection (a) of this section shall pay a penalty of $100 each day until the annual statement is filed. In addition to the penalty provided in paragraph (1) of this subsection, the Commissioner, after notice to the society, shall suspend the society’s authority to do business in the State until the annual statement is filed.

Standards of valuation for certificates issued before January 1, 1998, shall be those provided by the laws applicable on December 31, 1997. The minimum standards of valuation for certificates issued on or after January 1, 1998, shall be based on the following tables: for certificates of life insurance: the Commissioners 1941 Standard Ordinary Mortality Table; the Commissioners 1941 Standard Industrial Mortality Table; the Commissioners 1958 Standard Ordinary Mortality Table; the Commissioners 1980 Standard Ordinary Mortality Table; or any more recent table authorized for use under § 5-304(b) of this article; and for annuity and pure endowment certificates, total and permanent disability benefits, accidental death benefits, and noncancelable accident and health benefits, the tables that are authorized for use by life insurers in the State. Valuation of all certificates issued on or after January 1, 1998, shall be under valuation methods and standards, including interest assumptions, in accordance with the laws of the State applicable to life insurers issuing policies containing like benefits. The Commissioner may: accept other standards for valuation if the Commissioner finds that the reserves produced by those other standards will not be less in the aggregate than reserves computed in accordance with the minimum valuation standard prescribed in this section; and vary the standards of mortality applicable to all benefit contracts on substandard lives or other extra hazardous lives by any society authorized to do business in the State. With the consent of the commissioner of insurance of the state of domicile of the society, and subject to any conditions the commissioner may impose, a society may establish and maintain reserves on its certificates that exceed the reserves required under this section. The contractual rights of any benefit member may not be affected by a society establishing and maintaining reserves under paragraph (1) of this subsection.

Each society shall provide in its laws that: if the reserves of the society as to all or any class of certificates become impaired, the board of directors or equivalent body of the society may require that the owner of each certificate pay the amount of the owner’s equitable proportion of the deficiency as determined by the board of directors or equivalent body and approved by the commissioner of the domiciliary state; and if the owner does not pay the owner’s share of the deficiency, that share: shall stand as an indebtedness against the certificate and is subject to interest not exceeding the rate specified for certificate loans under the certificate; or instead of or in combination with item (i) of this paragraph, the owner of the certificate may accept a proportionate reduction in benefits under the certificate. The society may specify the manner of the election and which alternative is to be presumed if no election is made.

Except as otherwise provided in this section, a person must obtain a license issued under Title 10, Subtitle 1 of this article before the person acts as an insurance producer for a fraternal benefit society. Subsection (a) of this section does not apply to a regular salaried officer or employee of a licensed society who: devotes substantially all of the officer’s or employee’s services to activities other than soliciting insurance contracts; and does not receive, for soliciting insurance contracts, a commission or other compensation that is directly dependent on the amount of business obtained. Subsection (a) of this section does not apply to a fraternal benefit insurance producer or representative of a society that devotes, or intends to devote, less than 50% of the person’s time to selling, soliciting and negotiating insurance contracts for the society. For the purposes of paragraph (1) of this subsection, a person is presumed to be devoting, or intending to devote, 50% or more of the person’s time to selling, soliciting or negotiating insurance contracts for a society if, in the preceding calendar year, the person has sold, solicited and negotiated: life insurance contracts that, in the aggregate, exceed $200,000 of coverage for all lives insured for the preceding calendar year; a permanent life insurance contract offering more than $10,000 of coverage on an individual life; a term life insurance contract offering more than $50,000 of coverage on an individual life; any insurance contracts other than life that the society may write that insure the lives of more than 25 individuals; or any variable life insurance or variable annuity contract.

The Commissioner or a person appointed by the Commissioner shall examine the affairs of each domestic society at least once every 3 years. In conducting an examination under this section: the Commissioner or person appointed by the Commissioner shall have free access to all books, documents, and records that relate to the business of the society; and the Commissioner may subpoena and examine under oath any person, including the officers, agents, and employees of the society, in relation to the affairs, transactions, and condition of the society. A summary of the report of the Commissioner about the examination and any recommendations or statements of the Commissioner that accompany the report: shall be read at the first meeting of the board of directors or equivalent body of the society after the receipt of the report; and if the Commissioner directs, shall be read at the first meeting of the supreme legislative or governing body of the society after the receipt of the report. A copy of the report, recommendations, and statements of the Commissioner shall be provided by the society to each member of the society’s board of directors or other governing body. The expense of each examination or of each valuation, including the compensation and expenses of examiners, shall be paid by the society examined or the society whose certificates are valued, on statements provided by the Commissioner.

The Commissioner or a person appointed by the Commissioner may examine any foreign or alien society that transacts or applies for admission to transact business in the State. In conducting an examination under this section, the Commissioner or person appointed by the Commissioner shall have free access to all books, documents, and records that relate to the business of the society. Instead of conducting an examination, the Commissioner may accept the examination of the insurance department of the state or jurisdiction where the society is organized. The compensation and expenses of the examiners making an examination or valuation shall be paid by the society examined or the society whose certificate obligations are valued, on statements provided by the Commissioner.

The Commissioner shall take action under subsection (b) of this section if, on investigation, the Commissioner finds that a domestic society: has exceeded its powers; has failed to comply with this subtitle; is not fulfilling its contracts in good faith; has a membership of less than 400 after an existence of 1 year or more; is conducting its insurance business fraudulently; or is conducting its insurance business in a manner hazardous to its members, creditors, the public, or the business. If the Commissioner makes a finding under subsection (a) of this section, the Commissioner shall: notify the society of the finding; state in writing the reasons for dissatisfaction; and require the society to show cause on or before a specified date why: the society should not be enjoined from conducting any insurance business until the violation has been corrected; or an action seeking a mandatory injunction should not be commenced against the society. If, on or before the date specified in the notice, the society does not present good and sufficient reason why it should not be enjoined from conducting insurance business or why an action seeking a mandatory injunction should not be commenced, the Commissioner may present the facts relating to the violation to the Attorney General. On request of the Commissioner, the Attorney General may commence: an action to enjoin the society from conducting insurance business; or an action seeking a mandatory injunction. The court shall schedule a hearing and notify the officers of the society of the hearing. If, after a full hearing, the court finds that a violation has occurred under subsection (a) of this section, the court shall pass an order: enjoining the society from conducting insurance business; liquidating the society; or appointing the Commissioner as receiver of the society. A society enjoined from conducting insurance business under this section may not conduct insurance business until: the Commissioner finds that the violation has been corrected; the costs of the action have been paid by the society, if the court finds that the society was in default; the court has dissolved the injunction; and the Commissioner has reinstated the society’s certificate of authority. If a court orders a society to be liquidated: the society may not conduct any further insurance business; and the receiver of the society immediately shall: take possession of the books, papers, money, and other assets of the society; and close the affairs of the society and distribute its funds to those entitled to the funds under the direction of the court. This section also applies to a society that voluntarily determines to discontinue business.

A society doing insurance business in the State may not make or allow unfair discrimination between insured members of the same class and equal life expectancy in: the premiums charged for certificates of insurance; the dividends or other benefits payable on certificates of insurance; or any other terms and conditions of the contracts the society makes. This subsection applies to: a society; a person acting for the society; an insurance producer that acts on behalf of a fraternal benefit society; and a person acting for an insurance producer that acts on behalf of a fraternal benefit society. A person may not offer, promise, allow, give, set off, or pay, directly or indirectly, any valuable consideration or inducement to or for insurance on any risk authorized to be taken by a society that is not specified in the certificate. A society member may not receive or accept, directly or indirectly: a rebate of all or part of a premium payable on a certificate; a rebate of a fraternal benefit agent’s commission on a premium payable on a certificate; any favor, advantage, or share in the dividends or other benefits to accrue on the insurance contract; or any other valuable consideration or inducement not specified in the insurance contract.

A person may not cause or allow to be made, issued, or circulated in any form: a misrepresentation or false or misleading statement about the terms, benefits, or advantages of a fraternal insurance contract issued or to be issued in the State; a misrepresentation or false or misleading statement about the financial condition of a society; a false or misleading estimate or statement about the dividends or shares of surplus paid or to be paid by a society on an insurance contract or policy; or an incomplete comparison of an insurance contract of one society with an insurance contract of another society or insurer for the purpose of inducing the lapse, forfeiture, or surrender of an insurance contract. A comparison of insurance contracts is incomplete if: the comparison does not compare in detail: the gross rates, and the gross rates less any dividend or other reduction allowed at the date of the comparison; and any increase in cash values, and all the benefits provided by each contract for the possible duration of the contract as determined by the life expectancy of the insured; or the comparison omits from consideration: any benefit or value provided in the contract; any differences as to amount or period of rates; or any differences in limitations, conditions, or provisions that directly or indirectly affect the benefits under the contract. In making a determination of the incompleteness or misleading character of a comparison or statement, it is presumed that the insured did not know the contents of the contract involved. A person that violates subsection (a) of this section or knowingly receives compensation or a commission as a result of a violation of subsection (a) of this section is guilty of a misdemeanor and on conviction is subject to a fine not exceeding $1,000 or imprisonment not exceeding 90 days or both. In addition to the penalties provided by paragraph (1) of this subsection, a person that violates subsection (a) of this section is liable for a civil penalty of three times the sum received by the violator as compensation or commission from the violation. A person or society aggrieved by the violation may file a civil action for the person’s or society’s own use and benefit to recover a civil penalty under this paragraph.