¶1(dissenting): Briefly my view is that the legislature intended that the steps towards merger might be initiated by the votes of the members of the supreme legislative body sent in writing to the principal office or by a vote of such members in a regular or special session, but whether the vote is transmitted in writing or expressed in a meeting of the legislative body, the essential and final step in the approval of a merger contract is the affirmative vote of the beneficiary members. These members are the ones directly affected while the members of the legislative body are their representatives. I can conceive of no good reason why ratification by the beneficiary members should be required of the vote taken in a regular or special session of the legislative body and not of the mail order vote of the members of the legislative body. It would seem that the vote taken in the assembly where there was open consideration and debate would not need ratification by the beneficiary members so much as where each member acting by himself sent in his vote in writing without consultation with other members and when he had not heard a discussion for and against the policy of the merger. To my mind the intention *417of the legislature in amending the bill was to provide a check on the officers and delegates who might not understand the wishes of their constituents, the individual members, or who might be actuated by other motives than the best interests of the association and that it was further to provide greater security by requiring the approving vote of the beneficiary members. We cannot assume that the amendment was inadvertently made or that the change was made for other than a good reason and to accomplish the manifest purpose of the legislation on the subject. It was evidently a restriction on the delegates as security against their illy considered action and it seems to me applies alike to both methods of voting by the delegates. It appears that the members of the association voted adversely upon the proposition at meetings of the four local assemblies and that after this vote against the merger had. been taken, there was also a petition protesting against the merger which was signed by more than a majority of all the beneficiary members of the association.
¶2I see no room for the application of the rule of operative interpretation in the case. The practical interpretation amounted to no more than the opinion of the insurance department and it does not appear that in the administration of the law this particular question was brought directly to the attention of the superintendent until the instant merger was considered by him. Besides it appears that the attorney-general, the legal advisor of the superintendent, had previously given an opinion that a vote of the beneficiary members was essential to the ratification of a merger, whatever method was used.