PETITION OF:

SECTION 1. Chapter 175 of the General Laws is hereby amended by striking out Section 94 in its entirety and inserting in place thereof the following section:-

      Section 94. Except as provided in this section and in sections thirty-six, one hundred and thirty-two D and one hundred and thirty-seven, every person insured under a policy of life or endowment insurance issued by a domestic mutual life company shall be a member thereof and entitled to one vote, and except in the case of a policy of life or endowment insurance which is a contract on a variable basis, one vote additional for each five thousand dollars of insurance in excess of the first five thousand dollars, every person holding an annuity or pure endowment contract issued by any such company shall be a member, and thus an owner thereof and entitled to one vote and., except in the case of an annuity contract which is a contract on a variable basis, one vote additional for each one hundred and fifty dollars of annual annuity income in excess of the first one hundred and fifty dollars, and, except as provided in section one hundred and ten, every person insured under any policy of insurance issued by any such company under clause six of section forty-seven shall be a member and thus an owner thereof and entitled to one vote. Holders of such policies or contracts shall be notified annually of the annual meetings of the company by written notice, and shall also be imprinted in the form prescribed by section seventy-six upon the filing back of its policies or contracts, or, in the case of policies upon which premiums are payable monthly or oftener, on some other prominent place on each policy, and also upon premium receipts or certificates or renewal.

      A notice shall be mailed to each member, at least sixty days prior to the annual meeting. Notice shall include the agenda, corporate resolutions and nominations for the board of directors. The notice will include a proxy statement, and indicate how members may order and obtain without cost to them financial and other corporate information germane to the company's operations and governance prior to the meeting. The notice shall also contain an explanation of member procedures for proposing agenda items, resolutions, nominations for the next meeting, all of which shall be made possible under the by-laws.

      Nominations to the Board of Directors shall be made in accordance with company by-laws which must provide a reasonable and accessible mechanism through which members who are not employees or officers of the company may propose nominations and by which those nominations may be considered by members. To assist in this process, the by-laws shall establish a nomination committee of fifteen members who shall be selected randomly from the membership in a process conducted by an outside auditor, none of whom may be employees, agents or board members of the company and all of whom must have been policyholders for each of the last three or more years and who agree to serve for staggered two-year terms. The total number of nominations to the board of directors must be equal to at least two times the number of vacancies which, at the time of nomination, it is anticipated will be required to be filled. Nominations of one or more candidates may also be made in each year by petition of 5 percent of the number of non-employee members attending the last annual meeting or 25 members who are not employees of the company, whichever is less. Members and guarantee capital shareholders may vote by proxies dated and executed within three months and returned and recorded on the books of the company on the day of the meeting at which they are to be used; but no member or guarantee capital shareholder of such a company shall, in person, or by proxy, cast more than twenty votes. Annual meetings must satisfy a quorum requirement excluding proxies of at least 1 percent or 1,000 members who may not be employees of the company, whichever is less. The company must file with the commissioner within 30 days of the annual meeting, a report demonstrating compliance with this provision to include the total attendance and total vote count, in person and by proxy, and the total number of members eligible to vote. The report must also include the results of the elections for the board of directors, any resolutions and the meeting minutes. After the first election, the directors shall be chosen by and from the policyholders; provided, that in case of a company having outstanding a guaranty capital, up to a maximum of one third of the directors may be chosen by and from the stockholders thereof in direct proportion to the value of the guaranty capital to the total assets of the company. No person shall be qualified to serve as a director after he ceases to be such a policyholder or stockholder, as the case may be. The provisions of section sixty shall apply to the officers of every such company, and the provisions of the second and third paragraph of section seventy-seven shall apply to every such company. The second and third paragraph of section seventy-eight shall apply to every such company.

SECTION 2. Section 76 of Chapter 175 of the General Laws is hereby amended by striking out the paragraph that begins with the words, "Members may vote by proxies...", and inserting in place thereof the following:-

      The second, third, fourth and fifth paragraphs of section ninety-four shall apply to every such company.

SECTION 3. Chapter 175 of the General Laws is hereby amended by striking out Section 77 in its entirety and inserting in place thereof the following section:-

      Section 77. The number of the board of directors of every such company and requirements for eligibility, if any, shall be fixed by or determined in the manner provided in the bylaws but shall not be less than seven, and not less than five shall constitute a quorum. Such companies having a guaranty capital shall choose up to one-third of directors according to the provisions in the fifth paragraph of section ninety-four of this chapter.

      Directors shall hold office for one year or for the term provided in the bylaws, and until their successors are qualified. The bylaws of such a company may divide its board of directors into one, two, three or four classes, and provide for the election thereof in such manner that one class only shall retire and their successors be chosen each year. Special meetings of the members of such a company may be called by the directors, or as the bylaws may provide, and shall be called by the secretary, or in case of the death, absence, incapacity or refusal of the secretary, by any other officer upon written application of members numbering at least five percent of the number of non-employee members who attended the last annual meeting or one-half of one percent of the members, whichever is less, or the owners of one-fifth of the guaranty capital, upon such notice as the bylaws provide, as long as it is meaningful notice, and, in case none of the officers is able and willing to call a special meeting, the supreme judicial court or superior court, upon application of non-employee members numbering at least five percent of the number of members who attended the last annual meeting or one-half of one percent of the members, whichever is less,- or the owners of one-fifth of the guaranty capital, shall have jurisdiction in equity to authorize one or more of such members or stockholders to call a meeting by giving such notice as is required by law.

SECTION 4. Chapter 175 of the General Laws is hereby amended by striking out Section 188 in its entirety and inserting in place thereof the following section:-

      Section 188. A paid officer of a domestic mutual company who asks for, receives or procures to be obtained or uses a proxy to vote in violation of any provision of section seventy~six or ninety-four shall be punished by a fine of five thousand dollars for each vote so sought or procured.