{"data":{"id":"us-ok/okla.-stat.-tit.-36-36-660.3","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 36, § 36-660.3","heading":"Reorganization — Filing of documents — Approval by","body":"Commissioner.\n\nA. A domestic mutual insurer may engage in a conversion as part\n\nof a reorganization as a mutual holding company, only if the board\n\npasses a resolution that the reorganization is fair and equitable to\n\nthe policyholders and adopts a plan that meets the requirements of\n\nthis act.\n\nB. After the board has adopted a plan and before the board\n\nseeks approval of the plan by the eligible members of the converting\n\nmutual insurer, the converting mutual insurer shall file the\n\nfollowing documents with the Oklahoma Insurance Commissioner:\n\n1. The plan of reorganization;\n\n2. The form of notice of the meeting at which the eligible\n\nmembers vote on the plan;\n\n3. The form of any proxies to be solicited from the eligible\n\nmembers. Proxies must offer the eligible members the option of\n\nvoting in favor of or voting against the plan or abstaining from\n\nvoting;\n\n4. Information required by the converting mutual insurer's\n\nbylaws; and\n\n5. Other information or documentation required by the\n\nCommissioner.\n\nC. The Commissioner shall approve or disapprove a plan and\n\nother documents submitted under subsection B of this section and as\n\nprescribed in Section 5 of this act. The Commissioner must approve\n\nor disapprove the plan within sixty (60) days after the Commissioner\n\nreceives a completed filing of the plan and all information\n\nrequested by the Commissioner or within sixty (60) days after the\n\ncompletion of a hearing on the plan, whichever date is later.\n\nD. At any time before the Commissioner approves a plan, the\n\nboard may amend or withdraw the plan.\n\nE. After the Commissioner approves a plan, the eligible members\n\nof the converting mutual insurer must approve the plan. Approval by\n\nthe eligible members is subject to the following requirements:\n\n1. All eligible members must be given notice of the plan and of\n\ntheir opportunity to vote on the plan. A copy of the plan or a\n\nsummary of the plan must accompany the notice. The notice shall be\n\nmailed to the last known address of each eligible member, as shown\n\non the records of the converting mutual insurer, within forty-five\n\n(45) days after the Commissioner approves the plan. The meeting of\n\nthe eligible members at which a vote on the plan will occur shall be\n\nset for a date that is not earlier than the thirtieth day after the\n\ndate on which the mutual insurer mailed the notice of the meeting.\n\nIf the converting mutual insurer complies substantially and in good\n\nfaith with the notice requirements of this paragraph, the converting\n\nmutual insurer's failure to give any member or members any required\n\nnotice does not impair the validity of any action taken under this\n\nsection; and\n\n2. The vote required for approval must be conducted in\n\naccordance with the converting mutual insurer's bylaws, except as\n\nfollows:\n\na. only eligible members may vote on the plan,\n\nb. an eligible member may vote in person or by proxy at\n\nthe meeting at which the plan is voted on, and\n\nc. the plan is approved by the eligible members on the\n\naffirmative vote of two-thirds (2/3) or more of the\n\neligible members voting on the plan, unless the bylaws\n\nrequire a greater number of affirmative votes. The\n\nconverting mutual insurer shall file with the\n\nCommissioner a certification that the plan of\n\nreorganization has been duly adopted by a vote of at\n\nleast two-thirds (2/3) of the eligible members.\n\nF. The plan shall be carried out in accordance with its terms\n\non the effective date of the reorganization.\n\nG. Except as otherwise provided in this section, all\n\ninformation and documents obtained by or disclosed to the\n\nCommissioner or any other person in the course of preparing, filing\n\nand processing an application to reorganize, other than information\n\nand documents distributed to policyholders or filed and submitted as\n\nevidence in connection with a public hearing held pursuant to\n\nSection 5 of this act, are confidential and not subject to subpoena\nl\n\ninformation and documents obtained by or disclosed to the\n\nCommissioner or any other person in the course of preparing, filing\n\nand processing an application to reorganize, other than information\n\nand documents distributed to policyholders or filed and submitted as\n\nevidence in connection with a public hearing held pursuant to\n\nSection 5 of this act, are confidential and not subject to subpoena\n\nand shall not be made public except to insurance departments of\n\nother states, with the prior written consent of the insurer to which\n\nsuch information and documents pertain.","path":["OK Code","Title 36"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os36.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"448b9b7725dd8f5094ddbc4f6236c9cc244efba560acbc421e685c26b0ce62f4","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-36-36-660.2","next":"us-ok/okla.-stat.-tit.-36-36-660.4"},"notice":"GroundRules: Original legal text. Not legal advice."}