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

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

(1)  It is equitable to both shareholders andpolicyholders.

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

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

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

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

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