26-24-145. Mutualization of stock insurer.

(a) A stock insurer may become a mutual insurer under any reasonable plan and procedure the commissioner approves after a hearing thereon.

(b) The commissioner shall not approve any plan, procedure or mutualization unless:

(i) It is equitable to stockholders and policyholders;

(ii) It is subject to approval by the holders of not less than three-fourths (3/4) of the insurer's outstanding capital stock having voting rights, and by not less than two-thirds (2/3) of the insurer's policyholders who vote on the plan in person, by proxy or by mail pursuant to a reasonable notice and procedure the commissioner approves;

(iii) If a life insurer, the right to vote thereon is limited to holders of policies, other than term or group policies, whose policies have been in force for more than one (1) year;

(iv) Mutualization will result in retirement of shares of the insurer's capital stock at a price not exceeding the fair market value thereof as determined by competent disinterested appraisers;

(v) The plan provides for the purchase of the shares of any dissenting stockholder in the same manner and subject to the same applicable conditions as provided by the Wyoming Business Corporation Act as to rights of dissenting stockholders with respect to merger or consolidation of business corporations;

(vi) The plan provides for definite conditions to be fulfilled by a designated early date upon which the mutualization is effective; and

(vii) The mutualization leaves the insurer with surplus funds reasonably adequate for its policyholders' security and to enable it to continue successfully in business in the states in which it is then authorized to transact insurance and for the kinds of insurance included in its certificates of authority in those states.

(c) This section does not apply to a mutualization under order of the court pursuant to an insurer's rehabilitation or reorganization under chapter 28 of this code.