403-F:5 Hearing; Approval. –
I. Within 60 days after receipt of a complete plan of reorganization, the commissioner shall hold a public hearing to allow public comment on the plan of reorganization. The commissioner shall give written notice of the hearing to the mutual insurer not less than 30 days before the hearing. Within 15 days after receiving the notice of hearing, the mutual insurer shall notify eligible policyholders. Such notice shall include a copy of the plan of reorganization or a summary of the plan approved by the commissioner.
II. The commissioner may retain, at the insurer's expense, such attorneys, actuaries, accountants, and other experts not otherwise a part of the commissioner's staff as shall be reasonably necessary to assist in the conduct of the examination hereunder. Any persons so retained shall be under the direction and control of the commissioner and shall act in a purely advisory capacity.
III. Within 30 days after the conclusion of the hearing, the commissioner shall approve the plan of reorganization, unless the commissioner finds:
(a) The plan of reorganization is unfair or inequitable to policyholders;
(b) The plan of reorganization will cause the insurer to become unable to fulfill its contractual obligations;
(c) After the reorganization, the stock insurance company would not be able to satisfy the requirements for the issuance of a license to write the line or lines of insurance for which the mutual insurer is presently licensed;
(d) The financial condition of the insurer would be such as might jeopardize the financial stability of the stock insurance company, or prejudice the interest of its policyholders;
(e) The competence, experience, and integrity of those persons who would control the operation of the stock insurance company are such that it would not be in the interest of policyholders of the insurer and of the public to permit reorganization; or
(f) The plan of reorganization does not comply with the provisions of this chapter.
IV. Upon approval by the commissioner, the plan of reorganization shall be submitted to a vote of eligible policyholders. The board of directors shall schedule a meeting to be held for such purpose, and shall provide at least 20 days' prior written notice to eligible policyholders. Notice to eligible policyholders shall contain a copy of the plan of reorganization and such other information as the commissioner may require. The vote of either (a) 2/3 of the eligible policyholders voting in person or by proxy or (b) if at least 20 percent of eligible policyholders vote, a simple majority of the eligible policyholders voting in person or by proxy, shall be necessary for the adoption of the plan of reorganization.
V. At any time prior to the date of the vote of eligible policyholders, the plan of reorganization may be withdrawn or amended by majority vote of the entire board of directors, except that no amendment which materially changes the plan of reorganization shall take effect unless such amendment is approved by the commissioner and policyholders in accordance with the same conditions and procedures applicable to the original plan of reorganization.
VI. Upon adoption of the plan of reorganization by the eligible policyholders, the commissioner shall certify approval of the plan of reorganization by an endorsement upon the articles of incorporation of the mutual insurance holding company, which may then be recorded in accordance with the provisions of RSA 293-A, provided that copies of the original documents filed with the secretary of state shall also be filed with the commissioner.