(a)(1) If while a domestic stock or mutual insurer is fully solvent and it is deemed by its board of directors to be in the best interests of the insurer and its stockholders or members that the insurer should be dissolved, the board of directors may adopt a resolution to that effect and call a special meeting of its stockholders or members to consider and take action upon a proposal to dissolve the insurer corporation.
(2)The meeting shall be held upon not less than thirty (30) days' written notice to the stockholders or members in advance of the meeting.
(3)The notice shall contain a statement of the dissolution proposal and be so given in the manner provided in the insurer's bylaws as for a special meeting of stockholders or members.
(b)If, at the special meeting or any adjournment
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(a) (1) If while a domestic stock or mutual insurer is fully solvent and it is deemed by its board of directors to be in the best interests of the insurer and its stockholders or members that the insurer should be dissolved, the board of directors may adopt a resolution to that effect and call a special meeting of its stockholders or members to consider and take action upon a proposal to dissolve the insurer corporation. (2) The meeting shall be held upon not less than thirty (30) days' written notice to the stockholders or members in advance of the meeting. (3) The notice shall contain a statement of the dissolution proposal and be so given in the manner provided in the insurer's bylaws as for a special meeting of stockholders or members. (b) If, at the special meeting or any adjournment thereof, the holders of record of stock entitled to exercise two-thirds (2/3) of all the voting power on the proposal, or, if a mutual insurer, two-thirds (2/3) of the insurer's members present or represented by proxy at the meeting, shall by resolution consent that a dissolution shall take place, a copy of the resolution together with a list of the names and residences of the directors and officers, certified by the president or a vice president and the secretary or an assistant secretary or the treasurer or an assistant treasurer of the insurer, shall be filed in duplicate with the Insurance Commissioner, one (1) copy of which, bearing the certificate of the commissioner, shall be filed for record in the office of the county clerk of the county in which the office or principal place of business of the insurer is located in this state. (c) The effective date of the dissolution shall be the date on which the copy of the consent provided for in subsection (b) of this section is filed with the commissioner. (d) Whenever all the stockholders of record of a domestic stock insurer having power to vote on a proposal to dissolve, consent in writing to the dissolution, no meeting of stockholders shall be necessary, but on filing the consent, as provided in subsection (b) of this section, the commissioner shall issue a certificate of dissolution, which must be recorded with the county clerk of the county in which the insurer's principal place of business is located in this state. (e) No dissolution shall be effectuated, however, until after the insurer has reinsured in another authorized insurer or has otherwise terminated all its insurance then in force nor, in the case of a domestic mutual insurer, until after the proposed plan of dissolution together with the proposed plan for distribution of assets among the insurer's members has been filed with and approved by the commissioner after having been found by him or her to be fair and equitable as to the members.