rights, franchises and interests of the reciprocal insurer in
and to every species of real, personal and mixed property and
the accompanying things in action, are vested in the stock
company, without a deed or other instrument of transfer and the
stock company assumes the obligations and liabilities of the
reciprocal insurer.
§ 3509. Conflict of interest.
(a) Compensation.--A director, officer, agent or employee of
the attorney or reciprocal insurer may not receive a fee,
commission or other valuable consideration, other than his usual
regular salary or compensation, for aiding, promoting or
assisting in a conversion under this chapter except as provided
for in the plan approved by the commissioner. This subsection
does not prohibit the payment of reasonable fees and
compensation to counsel, accountants and actuaries for services
performed in the independent practice of their professions, even
if the counsel, accountant or actuary is also a director or
officer of the attorney or the reciprocal insurer.
(b) Stock benefit plan.--For a period of two years after the
effective date of the conversion, a stock company may not
implement a nontax-qualified stock benefit plan unless the plan
is approved by a majority of votes eligible to be cast at a
meeting of shareholders held not less than six months after the
effective date of the conversion.
(c) Costs and expenses.--The costs and expenses connected
with a plan of conversion shall be paid for or reimbursed by the
reciprocal insurer or the stock company. If the plan provides
for participation by another corporation or stock company in the
plan under section 3503(a)(3)(ii) (relating to contents of plan
of conversion), the corporation or stock company may pay for or
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