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.

Added by Laws 1992, c. 76, § 15, eff. Jan. 1, 1993.