Okla. Stat. tit. 36, § 36-2715.1: Conversion of fraternal benefit society into mutual

life insurance company or stock legal reserve life insurance

company.

A. Any domestic fraternal benefit society may be converted and

licensed as a mutual life insurance company by compliance with all

the requirements of the general insurance laws for mutual life

insurance companies. A plan of conversion shall be prepared in

writing by the board of directors setting forth in full the terms

and conditions of conversion. The affirmative vote of two-thirds

(2/3) of all members of the supreme governing body at a regular or

special meeting shall be necessary for approval of the plan. No

conversion shall take effect unless and until approved by the

Insurance Commissioner who may give approval if the Commissioner

finds that the proposed change is in conformity with the

requirements of law and not prejudicial to the certificate holders

of the society.

B. Any domestic fraternal benefit society may be converted and

licensed as a stock legal reserve life insurance company by

compliance with all the requirements of the applicable provisions of

the Insurance Code if such plan of conversion has been approved by

the Commissioner. Such plan shall be prepared in writing setting

forth in full the terms and conditions thereof. The board of

directors shall submit the plan to the supreme legislative or

governing body of the society at any regular or special meeting

thereof, by giving a full, true, and complete copy of the plan

together with notice of the meeting. The notice shall be given as

provided in the laws of the society for the convocation of a regular

or special meeting of the governing body, as the case may be. The

affirmative vote of two-thirds (2/3) of all members of the governing

body shall be necessary for the approval of the agreement. No

conversion shall take effect unless and until approved by the

Commissioner who may give approval if the Commissioner finds that

the proposed change is in conformity with the requirements of law

and not prejudicial to the certificate holders of the society. If

such fraternal benefit society is converted into a stock legal

reserve life insurance company, each and every certificate holder

shall be entitled to purchase that proportion of the total capital

stock of the company as the amount of his insurance in force bears

to the society's total insurance in force and outstanding at the

time the Commissioner approved the proposed plan of conversion.

Each certificate holder shall have the exclusive right to purchase

said stock within thirty (30) days after receiving notice from the

society of such right and the fact that the conversion has been

approved by the membership. Any stock not purchased by the

certificate holders may then be sold by the board of directors.