§ 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.