Okla. Stat. tit. 36, § 36-660.6: Mutual holding company — Jurisdiction — Member rights

and obligations.

A. A mutual holding company is not an insurer for the purposes

of this act.

B. A mutual holding company may not dissolve or liquidate

without approval by the Oklahoma Insurance Commissioner or unless

required by judicial order. The Commissioner retains jurisdiction

over a mutual holding company, any intermediate stock holding

company, and any subsidiary of an intermediate stock holding company

as provided in this act.

C. The members of a mutual holding company have the rights and

obligations set forth in this act and in the articles of

incorporation and bylaws of the mutual holding company. A member of

a mutual holding company may not transfer membership in the mutual

holding company or any right arising from such membership. Such

limitation on the transfer of membership or rights arising from

membership does not restrict the assignment of a policy that is

otherwise permissible. A member of a mutual holding company is not

personally liable for the acts, debts, liabilities or obligations of

the mutual holding company merely by reason of being a member. An

assessment of any kind may not be imposed on a member of a mutual

holding company. Any premium due under an insurance policy or

contract issued to a member of a mutual holding company is not

considered an assessment.

D. A membership interest in a mutual holding company does not

constitute a security.

E. Each member of a mutual holding company is entitled to one

vote on each matter coming before a meeting of the members and for

each director to be elected regardless of the number of policies or

amount of insurance and benefits held by such member. The mutual

holding company's bylaws shall set forth the voting rights of the

members of a mutual holding company.

F. Meetings of the members of a mutual holding company shall be

governed in the same manner as if the mutual holding company were a

domestic mutual insurer, including provisions governing quorum

requirements, the approval of matters by the members and the

election of directors by the members.

G. The articles of incorporation of a mutual holding company

shall contain all the following provisions:

1. The name of the mutual holding company. The name shall

include the words "mutual holding company" or "mutual insurance

holding company" or other words connoting the mutual character of

the mutual holding company that are approved by the Commissioner;

2. A provision specifying that the mutual holding company is

not authorized to issue capital stock, whether voting or nonvoting;

and

3. A provision setting forth any rights of the members of the

mutual holding company on dissolution or liquidation.

H. A mutual holding company shall automatically be a party to

any rehabilitation or liquidation proceeding involving the converted

stock insurer that, as a result of a reorganization, is a direct or

indirect subsidiary of the mutual holding company. In such a

proceeding, the assets of the mutual holding company shall be

counted as assets of the estate of the converted stock insurer for

the purpose of satisfying the claims of the policyholders of the

converted stock insurer.