§431:4-502  Mutualization of stock insurers. 
(a)  Any domestic stock insurer may become a domestic mutual insurer pursuant
to such plan and procedure as are approved by the commissioner in advance of
such mutualization.



(b)  The commissioner shall not approve any
such plan, procedure, or mutualization unless:



(1)  It is equitable to both shareholders and
policyholders.



(2)  It is approved by vote of the holders of not less
than three-fourths of the insurer's capital stock having voting rights, and by
vote of not less than two-thirds of the insurer's policyholders who vote on
such plan, pursuant to such notice and procedure as may be approved by the
commissioner; provided that in the case of a life insurer, the right to vote
thereon is limited to those policyholders whose policies have face amounts of
not less than $1,000 and have been in force one year or more.  Such vote may be
registered in person, by proxy, or by mail.



(3)  Mutualization will result in retirement of shares
of the insurer's capital stock at a price not in excess of the fair value
thereof as determined by competent disinterested appraisers.



(4)  The plan provides for appraisal and purchase of
the shares of any nonconsenting stockholder in accordance with the laws of this
State relating to the sale or exchange of all the assets of a private
corporation.



(5)  The plan provides for definite conditions to be
fulfilled by a designated early date upon which such mutualization will be
deemed effective.



(6)  Mutualization leaves the insurer with surplus
funds reasonably adequate to preserve the security of its policyholders and its
ability to continue successfully in business in the states in which it is then
authorized, and in the classes of insurance it is then authorized to transact.
[L 1987, c 347, pt of §2]