§431:4-504  Merger or conversion of
reciprocal insurer.  (a)  A domestic reciprocal insurer, upon affirmative
vote of not less than two-thirds of the subscribers who vote upon such merger
pursuant to such notice as may be approved by the commissioner and with
approval of the commissioner of the terms therefor, may merge with another
reciprocal insurer or be converted to a stock or mutual insurer.



(b)  Every new reciprocal insurer formed by
merger shall assume and succeed to all of the obligations and liabilities of
the respective merging reciprocal insurers and shall be held liable to pay and
discharge all such debts and liabilities and perform such obligations in the
same manner as if they had been incurred or contracted by it, but the
subscribers of the predecessor reciprocal insurers shall continue subject to
all the liabilities, claims, and demands which shall then exist, or which may
thereafter accrue against them, or any of them, by reason of any liabilities
and obligations incurred by them, or on their behalf as the subscribers before
the date of merger.



(c)  Such a stock or mutual insurer shall be
subject to the same capital requirements and shall have the same rights as a
like domestic insurer transacting like classes of insurance.



(d)  The commissioner shall not approve:



(1)  Any plan for a merger or conversion which is
inequitable to subscribers, or



(2)  Any plan for a conversion to a stock insurer
which does not give each subscriber preferential right to acquire stock of the
proposed insurer proportionate to the subscriber's interest in the reciprocal
insurer, as determined in accordance with section 431:4-424, and a reasonable
length of time within which to exercise the right. [L 1987, c 347, pt of §2; am
L 1989, c 195, §15]