{"data":{"id":"us-ky/krs-304.24-611","jurisdiction":"us-ky","citation":"KRS 304.24-611","heading":"Vote on plan of conversion and proposed amendments -- Meeting of","body":"members -- Notice of right to vote and accompanying materials -- Voting by\nproxy.\n(1) The plan of conversion and the proposed amendment to the articles of incorporation\nof the convert ing mutual shall be submitted to a vote of the members of the\nconverting mutual, as provided in this section and in KRS 304.24-095.\n(2) The meeting of members shall be held no later than ninety (90) days after the\nissuance of the commissioner's order of ap proval of the plan of conversion or after\nthe filing of all amendments in compliance with the order of conditional approval of\nthe plan of conversion.\n(3) The converting mutual shall give written notice of the right to vote on the plan of\nconversion to the  members of the converting mutual entitled to vote. The notice\nshall be accompanied by explanatory information concerning the plan of conversion\nand may be accompanied by proxy solicitation materials. The notice and\naccompanying information and materials shall not be provided to the members until\napproved by the commissioner. The notice and accompanying materials shall\ninclude:\n(a) A brief statement of the subject of the meeting;\n(b) The date, time, and location of the meeting;\n(c) A description of the member's right to attend and participate in the meeting;\n(d) A description of the nature and amount of consideration that will be provided\nto the eligible members upon completion of the conversion;\n(e) If reasonably ascertainable by the converting mutual, a description of the form\nand amount or approximate amount of consideration to be provided to the\nparticular member to whom the notice is addressed;\n(f) A copy of the plan of conversion and summary of the plan; and\n(g) A reference to the applicable statutory provisions.\n(4) The notice required by subsection (3) of this section shall achieve a minimum score\nof forty (40) on the Flesch reading ease test or an equivalent score on a comparable\ntest approved by the commissioner.\n(5) The notice shall be mailed, or pr ovided by some other method or methods as may\nbe approved by the commissioner, not less than thirty (30) days before the date of\nthe meeting of members to vote on the plan of conversion.\n(6) Only persons who are members of the converting mutual on both the  date the\nconverting mutual's board of directors adopts the resolution proposing the plan of\nconversion and the record date for the meeting established by the board of directors\nshall be entitled to vote on the plan of conversion and the proposed amendment  to\nthe articles of incorporation of the converting mutual. Each voting member shall be\nentitled to vote in accordance with KRS 304.24-210.\n(7) Notwithstanding KRS 304.24-210, a member may vote by proxy only if:\n(a) The proxy was solicited and obtained from the member for the express and\nsole purpose of voting on the plan of conversion, amendments to the articles\nof incorporation and bylaws, and any other matter materially related to the\nplan of conversion; and\n(b) The proxy solicitation materials were provided to the commissioner prior to\nsending the materials to the members.\n(8) The plan of conversion and the proposed amendment to the converting mutual's\narticles of incorporation shall be approved by the members upon  receiving the\naffirmative votes of at least two-thirds (2/3) of the members voting at the meeting in\nperson or by proxy.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=29585","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:57:51Z","sha256":"64092ac4d960108936e40e878648dff209f339254f73041052a7f2880076d032","source_id":"us-ky","stale":false,"prev":"us-ky/krs-304.24-609","next":"us-ky/krs-304.24-613"},"notice":"GroundRules: Original legal text. Not legal advice."}