Okla. Stat. tit. 36, § 36-2129

A. A domestic stock insurer other than a life or title insurer

may become a domestic mutual insurer pursuant to such plan and

procedure as may be approved in advance by the Insurance

Commissioner.

B. The Commissioner shall not approve any such plan, procedure,

or mutualization unless:

1. It is equitable to both stockholders and policyholders;

2. It is subject to approval by a vote of the holders of not

less than three-fourths (3/4) of the insurer's capital stock having

voting rights and by a vote of not less than two-thirds (2/3) of the

insurer's policyholders who vote on such plan in person, by proxy or

by mail pursuant to such notice and procedure as may be approved by

the Commissioner;

3. Mutualization will result in retirement of shares of the

insurer's capital stock at a price not in excess of the fair market

value thereof as determined by competent disinterested appraisers;

4. The plan provides for the purchase of the shares of any

nonconsenting stockholder in accordance with the provisions of the

Oklahoma General Corporation Act, and such nonconsenting

stockholders shall have all the rights and restrictions applicable

under said act to stockholders of a private corporation who do not

consent to the agreed manner of converting the shares of stock of

such private corporation upon proposal for consolidation;

5. The plan provides for definite conditions to be fulfilled by

a designated early date upon which such mutualization will be deemed

effective; and

6. The mutualization leaves the insurer with surplus funds

reasonably adequate for the security of its policyholders and 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 certificate of authority.

C. This section shall not apply to mutualization under order of

court pursuant to rehabilitation or reorganization of an insurer

under Article 18, (Rehabilitation and Liquidation).