[§432C-3]  Approval process.  (a)  Nononprofit entity may engage in a conversion without prior approval of theapplication for conversion by the commissioner.  Any conversion without thecommissioner's approval shall be voidable by the commissioner.

(b)  Prior to approval of the conversion plan,the commissioner shall determine the fair market value of the assets of thenonprofit entity and shall ensure that the assets of the nonprofit entity aretransferred to another nonprofit entity at the time of conversion pursuant tosection [432C-5].

(c)  After reviewing the report and plan forconversion of the nonprofit entity, if the commissioner finds any discrepancyin the valuation of the assets of the nonprofit entity, the commissioner mayobtain an independent party to provide a valuation of the assets.  Thecommissioner shall have the discretion of making a final determination of thevaluation of the assets of the nonprofit entity; provided that any issuesarising from valuation are brought forth during the public hearing.

(d)  A public hearing shall be conductedpursuant to chapter 91 prior to approving or disapproving the conversion. Prior to approving or disapproving the conversion, the commissioner mayinvestigate and consider any matter or issue raised at the public hearing.

(e)  Within sixty days after the publichearing, the commissioner shall disapprove or approve the conversion or approvean amended conversion plan; provided that the commissioner may extend thisperiod if the commissioner deems more time is needed to resolve any issuesbrought forth during the public hearing or upon mutual consent of the nonprofitentity and the commissioner.

(f)  The commissioner shall approve theconversion if the commissioner finds all of the following have been met:

(1)  The conversion plan is in compliance with section432C-2;

(2)  The plan is fair and reasonable and not contraryto law or to the interests of subscribers, contract holders, and the residentsof the State; and

(3)  Upon conversion, the for-profit corporation willmeet the standards and conditions applicable to stock insurance companies,including minimum surplus requirements.

(g)  The commissioner shall issue an orderapproving or disapproving the conversion or approving an amended conversion plan.[L 1998, c 260, pt of §2]