17B:18-59. Mutualization of stock insurers

a. A stock insurer may become a mutual insurer under such plan and procedure as may be approved by the commissioner after a hearing thereon.

b. The commissioner shall not approve any such plan, procedure or mutualization unless:

(1) It is equitable to stockholders and policyholders;

(2) It is subject to approval by the holders of not less than 2/3 of the insurer's outstanding capital stock having voting rights and by not less than 2/3 of the insurer's policyholders who are qualified voters and 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 the same manner and subject to the same applicable conditions as provided in New Jersey Business Corporation Act (N.J.S. 14A:1-1 et seq.) as to rights of nonconsenting stockholders, with respect to consolidation or merger of private corporations;

(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 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 such States.

c. This section shall not apply to mutualization under order of court pursuant to rehabilitation or reorganization of an insurer under chapter 32 of this Title.

L.1971, c. 144, s. 17B:18-59.