Okla. Stat. tit. 36, § 36-660.3: Reorganization — Filing of documents — Approval by

Commissioner.

A. A domestic mutual insurer may engage in a conversion as part

of a reorganization as a mutual holding company, only if the board

passes a resolution that the reorganization is fair and equitable to

the policyholders and adopts a plan that meets the requirements of

this act.

B. After the board has adopted a plan and before the board

seeks approval of the plan by the eligible members of the converting

mutual insurer, the converting mutual insurer shall file the

following documents with the Oklahoma Insurance Commissioner:

1. The plan of reorganization;

2. The form of notice of the meeting at which the eligible

members vote on the plan;

3. The form of any proxies to be solicited from the eligible

members. Proxies must offer the eligible members the option of

voting in favor of or voting against the plan or abstaining from

voting;

4. Information required by the converting mutual insurer's

bylaws; and

5. Other information or documentation required by the

Commissioner.

C. The Commissioner shall approve or disapprove a plan and

other documents submitted under subsection B of this section and as

prescribed in Section 5 of this act. The Commissioner must approve

or disapprove the plan within sixty (60) days after the Commissioner

receives a completed filing of the plan and all information

requested by the Commissioner or within sixty (60) days after the

completion of a hearing on the plan, whichever date is later.

D. At any time before the Commissioner approves a plan, the

board may amend or withdraw the plan.

E. After the Commissioner approves a plan, the eligible members

of the converting mutual insurer must approve the plan. Approval by

the eligible members is subject to the following requirements:

1. All eligible members must be given notice of the plan and of

their opportunity to vote on the plan. A copy of the plan or a

summary of the plan must accompany the notice. The notice shall be

mailed to the last known address of each eligible member, as shown

on the records of the converting mutual insurer, within forty-five

(45) days after the Commissioner approves the plan. The meeting of

the eligible members at which a vote on the plan will occur shall be

set for a date that is not earlier than the thirtieth day after the

date on which the mutual insurer mailed the notice of the meeting.

If the converting mutual insurer complies substantially and in good

faith with the notice requirements of this paragraph, the converting

mutual insurer's failure to give any member or members any required

notice does not impair the validity of any action taken under this

section; and

2. The vote required for approval must be conducted in

accordance with the converting mutual insurer's bylaws, except as

follows:

a. only eligible members may vote on the plan,

b. an eligible member may vote in person or by proxy at

the meeting at which the plan is voted on, and

c. the plan is approved by the eligible members on the

affirmative vote of two-thirds (2/3) or more of the

eligible members voting on the plan, unless the bylaws

require a greater number of affirmative votes. The

converting mutual insurer shall file with the

Commissioner a certification that the plan of

reorganization has been duly adopted by a vote of at

least two-thirds (2/3) of the eligible members.

F. The plan shall be carried out in accordance with its terms

on the effective date of the reorganization.

G. Except as otherwise provided in this section, all

information and documents obtained by or disclosed to the

Commissioner or any other person in the course of preparing, filing

and processing an application to reorganize, other than information

and documents distributed to policyholders or filed and submitted as

evidence in connection with a public hearing held pursuant to

Section 5 of this act, are confidential and not subject to subpoena

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information and documents obtained by or disclosed to the

Commissioner or any other person in the course of preparing, filing

and processing an application to reorganize, other than information

and documents distributed to policyholders or filed and submitted as

evidence in connection with a public hearing held pursuant to

Section 5 of this act, are confidential and not subject to subpoena

and shall not be made public except to insurance departments of

other states, with the prior written consent of the insurer to which

such information and documents pertain.