(a) After adoption by the mutual company’s board of directors, the plan shall be submitted to the Commissioner for review and approval. The Commissioner shall approve the plan upon finding that:
(1) The provisions of this section have been complied with;
(2) The plan will not prejudice the interests of the members; and
(3) The plan’s method of allocating subscription rights is fair and equitable.
(a-1) The Commissioner, in his discretion, may order that a hearing on the plan be held, which hearing shall be conducted in accordance with the contested case procedures set forth in § 2-509.
(a-2) A decision or order of the Commissioner, after a hearing conducted in accordance with the contested case procedures as set forth in subsection (a-1) of this section, may be reviewed as provided in § 2-510.
(b) Prior to the members’ approval of the plan, a mutual company seeking the Commissioner’s approval of a plan shall file the following documents with the Commissioner for review and approval:
(1) The plan of conversion, including the independent evaluation of pro forma market value required by § 31-906(f);
(2) The form of notice required by § 31-904(b) for eligible members of the meeting to vote on the plan;
(3) Any proxies to be solicited from eligible members pursuant to § 31-904(c);
(4) The form of notice required by § 31-910(a) for persons whose policies are issued after adoption of the plan but before its effective date; and
(5) The proposed articles of incorporation and bylaws of the converted stock company. Once filed, these documents shall be approved or disapproved by the Commissioner within a reasonable time.
(c) After the members have approved the plan, the converted stock company shall file the following documents with the Commissioner:
(1) The minutes of the meeting of the members at which the plan was voted upon; and
(2) The revised articles of incorporation and bylaws of the converted stock company.
(d) The Commissioner may retain, at the mutual company’s expense, any qualified expert not otherwise a part of the Commissioner’s staff to assist in reviewing the plan and the independent evaluation of the pro forma market value which is required by § 31-906(i).
(May 24, 1996, D.C. Law 11-126, § 4, 43 DCR 1551; Mar. 24, 1998, D.C. Law 12-81, § 43(c), 45 DCR 745; Apr. 3, 2001, D.C. Law 13-214, § 2(b), 47 DCR 9580; Oct. 19, 2002, D.C. Law 14-213, § 19, 49 DCR 8140.)
Prior Codifications1981 Ed., § 35-4203.
Section ReferencesThis section is referenced in § 31-1371.05.
Effect of AmendmentsD.C. Law 13-214 inserted subsecs. (a-1) and (a-2).
D.C. Law 14-213, in subsec. (a-2), validated a previously made technical correction.