Oklahoma Code § 36-2715.1

Title 36. Insurance: Conversion of fraternal benefit society into mutual
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life insurance company or stock legal reserve life insurance
company.
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.

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