CA Ins Code Section 4097.02

The plan of conversion shall include appropriate proceedings for amending the mutual company’s articles of incorporation to give effect to the conversion from a nonstock corporation into a stock corporation. The plan shall be:

(a)

Approved by a resolution of two-thirds of the board of directors. The resolution shall specify the reasons for and the purposes of the proposed conversion of the mutual company and the manner in which the conversion is expected to benefit and serve the best interests of the policyholders, for a mutual insurer, or members, for a mutual holding company.

(b)

Submitted to the commissioner for consent in writing, subject to the provisions of Section 4097.06, by an application executed by an authorized officer of the mutual company and accompanied by the following documents, or true and correct copies of the documents:

(1)

The proposed plan of conversion.

(2)

The proposed articles of incorporation of each corporation that is a constituent corporation of the conversion.

(3)

The proposed bylaws of each corporation that is a constituent corporation of the conversion.

(4)

A list of officers and directors, together with their biographies in the form customarily required by the commissioner, of each corporation that is a constituent corporation of the conversion.

(5)

The resolution of the board of directors of the mutual company, certified by the secretary of the board of directors, authorizing the conversion under this article, and a report of the percentage of directors approving the resolution.

(6)

Financial statements, which may be prepared on a pro forma basis, in the form required by the commissioner.

(7)

For a conversion of a mutual insurer, a plan of operations for the converted insurer.

(8)

A summary of the plan of conversion and drafts of written materials to be mailed to members seeking their approval of the plan.

(9)

If the plan provides for the establishment of a mutual holding company under Section 4097.05, it shall contain all of the following:

(A)

An information statement containing, at a minimum, the information required under Section 4097.07.

(B)

A description of any plans for an initial public offering, including a description of the maximum percentage of stock to be sold, the process to be used in offering the stock and setting the initial sale price for the stock, and how policyholders would be treated in an initial public offering.

(C)

A description of any plans for the transfer of assets and liabilities, including any subsidiaries, to the mutual holding company.

(D)

Any final rulings relating to the plan of reorganization obtained from any federal government agency, and all supporting documents submitted to the agency in connection with those rulings.

(10)

A copy of the proposed form of notice of the special meeting sent to members pursuant to Section 4097.07.

(11)

Other relevant information that the commissioner may require.

(c)

Approved by two-thirds of the members of the mutual company voting at a meeting of the members called for that purpose, subject to the provisions of Section 4097.07.

(d)

Filed in the office of the commissioner after receipt of the commissioner’s consent, and after having been approved as provided in Sections 4097.06 and 4097.07, respectively.