Okla. Stat. tit. 36, § 36-2133: Mergers and consolidations, mutual insurers

A. A domestic mutual insurer shall not merge or consolidate

with a stock insurer.

B. A domestic mutual insurer may merge or consolidate with

another mutual insurer in accordance with procedures prescribed by

general laws applying to corporations formed for profit, except as

hereinbelow provided.

C. The plan and agreement for merger or consolidation shall be

submitted to and approved by at least two-thirds (2/3) of the

members of each mutual insurer involved voting thereon at meetings

called for the purpose pursuant to such reasonable notice and

procedure as has been approved by the Commissioner.

D. No such merger or consolidation shall be effectuated unless

in advance thereof the plan and agreement therefor have been filed

with and approved in writing by the Insurance Commissioner. The

Commissioner shall give such approval within a reasonable time after

such filing unless he finds such plan or agreement:

1. Inequitable to the policyholders of any domestic insurer

involved; or

2. Would substantially reduce the security of and service to be

rendered to policyholders of the domestic insurer in Oklahoma or

elsewhere.

E. If the Commissioner does not approve such plan or agreement,

he shall so notify the insurer in writing, specifying his reasons

therefor.